Annual Report 2009 Royal BAM Group nv
Royal BAM Group nv Runnenburg 9 3981 AZ Bunnik P.O. Box 20 3980 CA Bunnik The Netherlands
Telephone +31 (0)30 659 89 88 [email protected] www.bamgroup.org
Established at Bunnik. Trade Register Utrecht Number 30058019.
This is an English translation of the original Dutch-language report. Should different interpretations arise, the Dutch version prevails. Revenue Net result attributable to shareholders Year-end order book (in € million) (in € million) (in € million)
10,000 400 14,000
12,000 8,000 320 13,800 13,100 13,100 8,954 8,835 8.646 8,646 8.646 349.0 10,000 8,353 7.770 7.770 11,200 7.493 7.493 7,425 7,425 6,000 7,425 240
8,000 10,400
6,000 4,000 160
4,000 161.9 153.3
2,000 80 137.0 2,000 31.3
0 0 0 05 06 07 08 09 05 06 07 08 09 05 06 090807
Equity / capital base Net result per share Dividend per ordinary share (in € million) (fully diluted) (in € 1.-) (in € 1,–)
1,400 3.00 1.00
1,200 2.40 0.80 0.90 1,266 1,000 2.60 1,098 1,077 994 1.80 0.60 800 940
875 Result before tax/revenues 2009 2008 847 600 790 by region 693 1.20 0.40 0.50 0.45 582 1.28
Netherlands0.40 neg. 4.6% 2009
400 1.20 0.60 1.04 United0.20 Kingdom 2.6% 5.1% 200 Belgium 3.6% 4.0% 0.23 0 0.00 0.00 0.10 05 06 07 08 09 05 06 07 08 09 Ireland 05 06 07 neg.08 09*4.3% Germany 1.3% 0.2% Equity Capital base *proposal Worldwide 5.5% 9.3%
Revenue by sector year-end 2009 Order book by sector year-end 2009 Result before tax/revenues 2009 2008 by sector
3% 4% 2% Construction 2.2% 3.8% 1% 1% 3% Property neg. 3,9%
Civil engineering 2.9% 3.7% 40% 38% Public-private partnerships 17.0% 29.1% 45% 41% M & E contracting 3.5% 5.0%
Consultancy and engineering 5.6% 12.1% 13% 9%
Revenue by region year-end 2009 Result before tax/revenues 2009 2008 by region
7% Netherlands neg. 4.6% 5% United Kingdom 2.6% 5.1% 10% Belgium 3.6% 4.0%
46% Ireland neg. 4.3% 9% Germany 1.3% 0.2%
24% Worldwide 5.5% 9.3%
Result before tax/revenues 2009 2008 by sector
Construction 2.2% 3.8%
Property neg. 3,9%
Civil engineering 2.9% 3.7%
Public-private partnerships 17.0% 29.1%
M & E contracting 3.5% 5.0%
Consultancy and engineering 5.6% 12.1% 1 2009
Contents Consolidated statement of equity Financial Statements 2009 Other information Report by the Executive Board profit appropriation Anti-takeover measures Auditors’ report Principal subsidiaries and associates Royal BAM Group executive officers Ten year key figures Key financial dates Contents of Financial Statements Consolidated balance sheet as at 31 December Consolidated income statement Comprehensive income statement Consolidated cash flow statement Notes to the consolidated financial statements Statutory balance sheet as at 31 December Statutory income statement Notes to the statutory financial statements Proposed appropriation of profit for 2009 Provisions of the Articles of Association concerning Foreword Outlook Organisational structure and offices Mission, vision, ambition and goals Royal BAM Group nv shares Report of the Supervisory Board to the shareholders Remuneration report Supervisory Board members Executive Board members Financial results Wft declaration Acquisitions and disposals Corporate governance Decision on Article 10 Takeover Directive Risk and risk management Corporate social responsibility Human resources management Works Councils Construction industry barometer Construction Property Civil engineering Public-private partnerships Mechanical and electrical contracting Consultancy and engineering
3 5 6 8
12 17 41 91 61 35 59 93 32 79 73 65 97 53 26 95 62 89 50 98 60 99 34 96 40 40
170 179 179 101 185 188 169 169 183 186 180 184 100
- 42 1.8 4.0 17.6 12.6 1.21 89.7 6.41 1.20 16.3 86.0 0.50 2008 161.9 357.3 847.4 109.5 252.5 233.4 8,835 13,100 28,544 29,050 1,098.2 135,193 136,016
43 1.0 0.4 3.6 0.10 13.0 7.25 31.3 51.3 15.8 92.7 93.0 0.23 0.23 83.3 2009 875.0 8.353 268.3 (39.5) (52.8) 11.200 27.212 28.464 1.076.8 135.196 136.016
(in €1,–) 1 2 • Other impairments Capital ratios: • equity attributable to shareholders as % of total assets • capital base as % of total assets Ratios: Result before tax as % of income Net result for the year as % of revenue Net result for the year as % of average equity Average number of employees Number of employees at year-end Cash flow before dividend Order book Net addition to tangible fixed assets Depreciation/amortisation: • Tangible assets • Intangible assets Equity attributable to shareholders Capital base Payout ratio (as percentage) Number of issued ordinary shares as at year-end (x 1,000) Total number of issued shares as at year-end (x 1,000) Closing price ordinary shares on 31 December Dividend per ordinary share (in €1,–) Earnings per share (x €1,–) • basic • fully diluted Revenue Operating result Result before tax Net result attributable to shareholders (in € million, unless otherwise indicated) Key figures (in € million, unless otherwise The order book comprises both signed contracts and verbally agreed upon orders. Dividend proposal 2009.
2 1
Soccer City football stadium (94,700 seats), Johannesburg (South Africa). BAM International (in joint venture), HBM Stadien- und Sportstättenbau.
Annual Report 2009 3 2009 BAM started financial the 2010 year with an order book standing billion billion). (year-end at €11.2 2008: €13.1 The prospects for the construction sector as a whole in are not especially2010 bright and BAM cannot escape from the situation in the construction and property markets. As a Group, however, BAM’s operational situation is good. The planned rights issue will strengthen our financial position. Given our sound business organisation, healthy order books and extremely motivated workforce, we have every confidence in the future of the Royal BAM Group. Bunnik, Netherlands, 3 March 2010 J.A.P. van Oosten emissions, 2 Foreword This Annual Report 2009 describes a difficult year for Royal BAM Group It was nv. a year in which the company marked its 140th anniversary but a year that nonetheless gives rise to mixed feelings. In 2009, BAM posted a net result million of €31.3 on a turnover of approximately €8.4 billion. The Group was hit hard – especially in the property sector – by the effects of the economic crisis. Reorganisation of property activities was unavoidable during the The year. crisis necessitated extra provisions and write-downs on projects in the property sector. However, most of the other operating companies put in strong performances in their specific market sectors. The operating companiesare facing shrinking volumes, increased competition and rising pressure on prices in all home countries. Nevertheless, BAM employees remain fully motivated and committed to completing contracts with the Group’s customers and to winning new contracts. In fact, a whole series of initiatives are in progress right across the Group to ensure ongoing success – even in drastically changed market conditions. Almost all of BAM’s services, products, projects and new concepts are increasingly geared to the need for a more sustainable society. haveWe drafted our strategic last agenda for 2010-2012 Moreyear. information about corporate strategy can be found on page 8 of this annual report. The Group is also aiming to be well to occupy placed a leading by 2012 position in Europe as a whole. However, the extent to which the markets will recover during the period covered by BAM’s strategic agenda is not yet clear, which is one of the reasons why the decision was taken to turn to the shareholders with a rights issue so that BAM can strengthen its financial position. Nevertheless, BAM is deploying all its available resources in order to achieve its strategic objectives. BAM continued to make progress on sustainability in 2009 – a brief description of the activities undertaken can be found on page of this 59 annual report. Comprehensive information about the results achieved by BAM in relation to sustainability are set out in the Group’s separate sustainability report. BAM is focussed on corporate social responsibility across the board, with current priorities being safety, reducing CO and waste management. Fire service and ambulance station, The Hague (Netherlands). BAM Utiliteitsbouw. 5 2009 11 24 48 100 Total 5 3 Other 41 20 Civil enginee- Property ring - - 8 - 8 9 tion construc- Residential Table 1. Table - - - 3 2 5 4 - 1 4 - 9 26 - - - - 1 5 - - 3 9 8 8 16 37 Non- residential construction The anticipated growthin the British, Belgian and German civil engineering markets is based to a significant extent on further recovery in road and railway building. BAM’s Irish activities have already reduced significantly. At present, a record number of bids for PPP contracts involving the Group are pending in various countries. This number will only increase in the current economic climate. As a result, the Group expects that it will have to make further investments in shareholdings in PPP activities. Royal BAM Group will also continue its disposal programme in relation to PPP projects in 2010 as part of the Group’s long-term strategy of using the funds released by these disposals to support the active policy of increasing the number of tenders involving BAM PPP. percentThe Group’s 21.5 interest in the Oord Van dredging company means that BAM remains involved in the worldwide dredging market. As announced in mid-October 2008, the discussions on the sale of the minority holding, which started with the other two Van Oord shareholders in May 2008, have been suspended. BAM’s intention remains to sell its minority interest in Oord.Van The Group’s turnover is expected in 2010 to break down as shown in Belgium Worldwide United Kingdom Ireland Germany Table 1 Turnover Table forecast per for sector, 2010 as a percentage of total turnover* Netherlands Turnover forecast based on the activity mix of the different operating companies (excluding turnover offset between sectors). This may be different from the primary segmentation in the financial statements. * Outlook The drop compared to the previous year is reflected in every sector, with the exception of mechanical and electrical contracting. The order book in the property sector in particular experienced a substantial drop. Of the total order book, it is expected that €6.3 billion will be carried and out €4.9 in billion 2010 in subsequent years. This means that approximately 80 percent of the anticipated turnover is assured. for 2010 This percentage is slightly lower than at year-end of the last financial year. intoTaking account market circumstances and forecasts, the size and quality of the order book represent a good and basis beyond. for 2010 Euroconstruct forecasts (November 2009) for construction output and subsequent in 2010 years indicate reduced output in the construction and property sectors in all of the Group’s home markets. However, the sharp drop in output in the private sector will be partly compensated for by contracts in the public sector, especially in the education and healthcare sectors. Short-term prospects for residential construction – where BAM is especially active in the Netherlands – are not favourable. Consumer demand for new-build homes has fallen sharply in the Netherlands. The greatly weakened markets in terms of both housing (in the Netherlands, Belgium and Ireland) and commercial property (in all the home countries) continue to cause problems in the construction sector. The same applies to the property sector (where BAM is active in all of the Group’s home countries, with the exception of Germany). BAM expects these markets to stabilise and in 2010 possibly improve in subsequent years. Euroconstruct forecasts show a very mixed picture in the civil engineering sector, varying from a sharp fall in Ireland and a slight fall in the Netherlands to a healthy level of growth in Germany and Belgium and very substantial growth in the UK. A number of large projects – some of them PPP projects – will be put out to tender in the Netherlands in 2010. Royal BAM Group started with an overall 2010 order book billion worth billion). (year-end €11.2 2008: €13.1 2009 6 United Kingdom Netherlands Worldwide Germany Belgium Ireland ** BAM Building, BAM Property and BAM Civil are part of BAM Contractors. BAM of part are Civil BAM and Property BAM ** Building, BAM UK. Construct BAM of part are Properties BAM and Construction * BAM BAM International BAM Deutschland Construction Active inthissector Pennings BAM Construction * BAM Construction BAM Building ** Interbuild BAM Woningbouw Heilijgers BAM Utiliteitsbouw Operating company Sector Associated company CEI-De MeyerCEI-De BAM Wallonie Organisational structureRoyal BAM Property Kaïros B BAM * Properties IPMMC Immo BAM AM AM Property ** AM Property Van Oord (21.5%) BAM Wegen BAM Infratechniek BAM Rail BAM Nuttall Civil engineering B BAM Civiel BAM Wallonie CEI-De MeyerCEI-De Betonac W&F Ingenieurbau BAM ** Civil AM International Group BAM PPP Mechanical and electrical contracting Mechanical electrical and PPP BAM Techniek Consultancy and engineering and Consultancy Tebodin 7 2009
- Gouda - Abu Dhabi - Accra - - Wembley - Erith - Dublin - Kill, Co. Kildare Little - Island, - Wieringerwerf - Nieuw-Vennep Associates Mechanical and electricalMechanical contracting Public-private partnerships Public-private Consultancy and engineering Worldwide - Rotterdam OordVan (21.5%) - Bunnik - Brussels - Glasgow - - Glasgow - Brussels - Bunnik BAM PPP- Birmingham - Dublin - Frankfurt am Main Netherlands - Amsterdam - BAMBunnik Techniek - Apeldoorn - Benningbroek - Capelle aan den IJssel - The Hague - Emmen - Groningen - Leeuwarden - Roermond - Veenendaal Digacom Interflow Worldwide Tebodin Consultants & Engineers - The Hague - Bergen op Zoom - Deventer - Eindhoven - Groningen - Hengelo - Maastricht - Rotterdam - Velsen - Antwerp - Gelsenkirchen - Hamburg - Leuna - Schwarzheide - Warsaw - Gdansk - Katowice - Krakow - Poznan - Szczecin - Bratislava - Košice - Prague - Ostrava - Pardubice - Budapest - Moscow - St. Petersburg - Ekaterinburg - Kharkiv - Kiev - Lviv - Abu Dhabi - Doha - Dubai - Manama - Muscat - Jeddah - Shanghai - Chennai - Ho Chi Minh City Szeged - Belgrade - Bucharest - Cluj-Napoca - Doha - Dubai - Jakarta - Perth - Singapore - Tripoli Al Khuwair - Cairo - Colombo - Dar es Salaam - BAM Ritchies - Glasgow - Clevedon - Wigan - Erith - Dublin Finchpalm Nuttall Hynes - Tunbridge Wells Nuttall John Martin - Thetford Ireland Civil BAM Cork - Galway BAM Rail - Dublin - Kill, Co. Kildare - Little Island, Cork - Galway Germany Wayss & Freytag Ingenieurbau am Frankfurt - - Hamburg - Düsseldorf - Berlin - Main Kamsdorf - Munich - Stuttgart Worldwide International BAM
Susteren -
- Amsterdam - Barendrecht - Culemborg - Barendrecht - - Drachten - Brussels - Eke (Nazareth) - Utrecht - Apeldoorn - Beek - - Camberley - Berkhamsted - - Gouda - Amsterdam Breda - - - Geldermalsen - - Sint-Truiden - Louveigné - Chaudfontaine - Charleroi Charleroi - Chaudfontaine - Civil engineering Nieuwleusen - Ootmarsum - Schiphol - Apeldoorn - Berkhout - Drachten - The Hague - Susteren Mostert De WinterHardinxveld-Giessendam - Nootenboom Sport Redubel BAM Infraconsult - Gouda - Apeldoorn - Breda - The Hague - Utrecht - Singapore Belgium BAM Wallonie - Chaudfontaine Galère Balteau FED Holding - Saint-Nicolas Betonac CEI-De Meyer United Kingdom Nuttall BAM Bridgend - Cambridge - Exeter - Glasgow - Halesowen - Leeds - Maidstone - Newcastle upon - NorthwichTyne - Southampton Budel - Halfweg - ’s-Hertogenbosch - Montfoort - Rotterdam - Zoeterwoude VTN Verkeers- & Besturingstechniek - Culemborg - Wateringen BAM Rail - Breda - Dordrecht - Eindhoven - Rotterdam Wegen BAM Bergen op Zoom - The Hague - Hardinxveld- Giessendam - Helmond - Tiel - Tynaarlo - Zaandam Geleiderail BAM BAM MilieuHardinxveld-Giessendam - HABO GWW - The Hague HOKA Verkeerstechniek - ’s-Hertogenbosch - BAM Project SupportAmsterdam - BAM Infratechniek Utrecht BAM Leidingen & Industrie - Nieuwleusen - Culemborg Ravesteyn Kabel- en Montagewerk - Lopik - Capelle aan den IJssel - Leidschendam - Roosendaal - Meer, Belgium denVan Berg Infrastructuren - Zwammerdam - Amsterdam - Delft - Netherlands BAM Civiel Elsloo - Zuidbroek Grondtechniek BAM Ireland BAM Property - Dublin - Kill, Co. Kildare - Little Island, Cork
Offices
- Bunnik - Almere - - Bunnik - Alkmaar - Alkmaar - Bunnik - - London - Bristol - Cardiff - - Stuttgart - Berlin - Berlin - Stuttgart - - Lelystad - KesterenNederweert - - Dublin - Kill, Co. Kildare - - Wilrijk - Amersfoort - Wilrijk Property Construction - Nieuwegein - Bunnik - Amsterdam -
Manchester BAM Properties - London - Bristol - Glasgow - United Kingdom Kaïros Immo BAM - Brussels Eindhoven - Rotterdam - Terneuzen - Belgium AM IPMMC Vastgoed - Utrecht Netherlands Utrecht - Zwolle Göttingen - Munich - Nürnberg Dresden - Düsseldorf - Frankfurt am Main - BAM Deutschland BAM BAM Construction BAM Germany Hertfordshire Little Island, Cork - Galway BAM Construct UK - Hemel Hempstead, Building BAM United Kingdom Ireland Interbuild BAM Facilities Management - Coventry- Glasgow Belgium Coventry - Exeter - Gateshead - Glasgow - Leeds - Manchester - Poole - Edinburgh - Newcastle - St. Albans BAM Woningbouw BAM Schakel & Schrale - Amsterdam - Roermond BAM Materieel Nelis Bouw & Onderhoud - Amsterdam Amsterdam - Breda - Capelle aan den IJssel - Bouwbedrijf H. Pennings en Zn. - Rosmalen BAM HABO - The Hague BAM Utiliteitsbouw BAM BAM Advies & Engineering - Bunnik Heilijgers Netherlands IJssel - The Hague - Eindhoven - Emmen - Maastricht - Roermond - Tiel - Utrecht - Zwolle Weert Amsterdam - Arnhem - Breda - Capelle aan den Enschede - Groningen - Leeuwarden - The Hague - Deventer - Groningen - Nieuwegein - 2009 8 waste processing. waste responsible and footprint carbon BAM’s of reduction process, construction entire the throughout conditions working safe and health good promoting on focus will responsibility social corporate regarding policy The 4. selection. and recruitment in and workforce the in diversity knowledge, of expansion the and skills of development the on be will focus The Group. the in level every at potential management of development the and expertise sufficient of availability the ensure will management resources 3. Human full. in utilised be must equipment) and expertise knowledge, (people, potential Group’s The stronger. BAM make to order in Group the within available widely are that experience and knowledge the to access have must employees 2. All professionals. high-quality of organisation an into developing steadily is BAM process. primary the for basis the be to continues levels all at 1. Expertise pillars: four on based is policy This opportunities. growth with segments in products or concepts new develop to is priority third The matrix. activity BAM’s out fill to is priority second The priority. highest the is markets home the all in presence BAM’s reinforcing context, this In activities. its in growth strong achieve to is aim BAM’s ofBAM’sCore strategy Mission, vision, ambition and objectives their activities. their of consequences the for responsibility take and process construction the in part take companies BAM’s operating which in way the in also but services, and products of form the in only not Group, the from contribution active an expects society changing A constantly style. life personal one’s adapting to facilities care health for ademand from shifting also are welfare general and health to Attitudes infrastructure. and buildings of construction and design the for consequences significant has that consideration another –is it stop to away finding –and change Climate extent. significant a to needs energy Europe’s determines environment built existing the example, For developments. long-term directing are trends global of A number Vision change. ecological and political economic, rapid of aworld in stakeholders future and current both of expectations the to respond can Group the that so environment, the and people on activities its of impact the for responsibility take will BAM level. local the at services its for as well as parts constituent its of strength combined the for known organisations, construction best Europe’s of one become to aims BAM Mission one of the Group’s core competencies. competencies. core Group’s the of one be must management Risk solvency. in improvement afurther is there if achieved be only can This needed. be obviously will structure financial asound so risks, increased by accompanied usually are results Increased sector. the in highest the among profitability of alevel and sheet balance astrong and companies operating high-quality with Europe, in position aleading achieve to aiming is Group 2020. by The sector construction European the in position independent and astrong in be will BAM turnover, of terms In time. years ten in occupy to intends Group the that position the on based is ambition BAM’s 2020 for Ambition 9 2009 a turnover of approximately €9 billion (excluding acquisitions); a result before tax of 4 percent; a solvency level percent of 25 (excluding PPP debts because they are non-recourse); a significant reduction in net debt (excluding non-recourse PPP debts) and operating capital. By corporate 2020, social responsibility will have been fully incorporated into corporate processes and – even more importantly – into BAM’s corporate culture. The ambition remains to do business on a sustainable basis. BAM’s corporate objectives are geared to economic, environmental and social progress. BAM will be an example to the rest of the construction industry as regardshealthy and safe working conditions. BAM will be an employer of choice. BAM will continue to play an active role in the development of the construction sector by participating in sector organisations and other professional organisations. The Group will operate under one nameand one brand image in every country: Objectives for 2010-2012 This section describes the Group’s objectives up to The feasibility2012. of each objective will be determined to a large extent by market conditions and economic developments. Assuming a healthy economy, BAM considers these objectives to be ambitious, but achievable. Financial objectives for 2012 Assuming that the global economic crisis hits bottom in 2009, the construction sector – allowing for the delayed response time – should start to show signs of recovery onwards.from On this 2011 basis, BAM has set the following financial objectives: • • • • Royal BAM Group wants to offer its shareholders a healthy profit that results in attractive dividends and increases the value of the shares. BAM operates mainly in its five home markets. Where possible, the Group will expand its activities in these markets, in line with economicrealities. The Group offers a full package of products and services in all of its home markets. BAM will be among the market leaders in each home market. Outside of the home markets, BAM will operate in profitable niche markets where it will focus on offering an optimum level of service to the Group’s global customers. These international activities make a valuable contribution to the knowledge and experience of the workforce and contribute to the Group’s reputation. BAM will become increasingly involved in the very early stages in the establishment of a project. BAM will also take the initiative in an increasing number of cases. The Group’s conceptual strength will be a key feature. Sustainability and the life-cycle approach are widely accepted starting points when developing concepts. By offering a broad range of services – including facilities management and maintenance – the Group will remain connected to projects, even once the original contract is complete. Customers will transfer the risks more and more frequently by using integrated forms of contracts or design-and-construct contracts based on price competition. BAM will retain its highly decentralised structure, with the heart of the Group being the operating companies, each led by a board of directors that reports to the Executive Board. The Executive Board will be advised and assisted by compact management support departments with an international perspective. The Group will operate as a European company, will have its administrative centre in the Netherlands and will be listed on the Euronext Amsterdam stock exchange. The Group will maintain a management system that encourages an open-minded approach to the market and registers reports received from its immediate environment, but that limits risks. Management development is considered a means of achieving a sustainable workforce that delivers performances in line with corporate ambitions. 10 2009 Mostert De Winter, Van den Berg Infrastructuren/Trilink. Berg Van den Winter, De Mostert Woningbouw, BAM Utiliteitsbouw, BAM venture), joint (in AM (Netherlands). Assendelft area, shopping and residential Saendelft Horseshoe-shaped partnership (PPP) projects. (PPP) partnership public-private in leader amarket be to wants BAM Germany: Ireland: Kingdom: United The Belgium: Netherlands: The positions: market following the achieve to aims BAM world. financial the for and customers major for partner interesting an remains BAM that ensure will position healthy Afinancially environment. working achallenging with workforce its provide to continue to wants Group The countries. home its in positions market current its maintain least at to aims BAM Group. entire the throughout available is that expertise the use can branches Local network. regional extensive an has BAM risk. of acceptance acontrolled is there where projects complex and major in involved is and customers large for works Group the level, national and European At level. local and national European, at operates BAM organisations. construction European leading of the one be will BAM billion, €9 approximately of aturnover With 2012 by position Market number one number three top the in five top the in leader market leader market BAM Deutschland. BAM (Germany). Bonn centre, Biomedical • • • • • activities: Group’s the improve to programmes various on rests ambition This company. excellent an as BAM view to large at society and stakeholders other customers, wants BAM 2012 by workforce and Organisation corporate culture. corporate in change desired the accelerate to order in level ahigher to policy safety and health elevate will BAM evaluated; and measured is that policy asustainability develop will BAM wishes; markets’ the meeting continue to BAM enable to Group the across developed be must competencies and skills spirit, entrepreneurial An levels. all at employees of recruitment and development the support to management resources human improve further will BAM construction’; ‘virtual and management construction lean management, risk failure, of costs the reducing Group, the within exchange knowledge for instruments introducing by processes primary its improve further will BAM sectors; operating and management facilities efficiency, energy supply, energy education, care, health the in wishes customers’ to responses optimum provide to teams market-based and product- enable to initiatives more develop will BAM 11 2009 Third line of the waste Twence incineration plant at Hengelo (Netherlands). BAM Civiel and BAM Techniek. communication within the company and at project level; working together on technical designs and preparation of work; - sharing knowledge; - storing, managing and sharing information. Corporate social responsibility: initiatives will be developed to ensure that sustainability isfocala point throughout the entire value chain. BAM focuses not only on the safety of its own workforce and subcontractors, but also on safety in the immediate environment around construction sites. Sharing knowledge and experience will be a requirement to survive in tomorrow’s market. Measures will be implemented to benefit fully from the Group’s know-how, including at project level. Develop sufficient management potential in all parts of the business. A diverse workforce that reflects the composition of society is considered important for the Group. - Improve the BAM’s primary processes and strengthen risk management by making better use ofthe expertisetheof operating companies and byapplying lean construction management. Introduce virtual construction and IT applications for: - communicating with customers; - • People5. and society • • • •
4. Organisation • • development of new BAM activities in the current home markets by using the knowledge available elsewhere in the Group in other home markets; combining the strengths of the Group by using knowledge available within the Group to serve customers better with new ideas, e.g. by developing concepts and initiatives early in the construction process. organically, by extending its activities on the current home markets, by strengthening the regional basis and through acquisitions wherever a good opportunity presents itself; Reduce the operating capital, including property positions. Keep company-related costs in line with the size of the organisation. Further improve risk management. Explore innovative fundings for PPP and property projects. Continued focus on cash management. 3. Products3. and concepts New products and concepts will be developed to respond to customers’ demand for total solutions and to comply with today’s requirements from society with regard to limiting energy consumption, waste management and water management. • • 2. Market In a rapidly changing world, society is looking for solutions to complex problems. Based on good business practice and flexibility, there are three ways in which BAM can strengthen its position in the home markets: • • • • • 1. Financial1. • Implementation of the strategic will agenda 2010-2012 mainly take place in the operating companies and through co-operation between operating companies. Implementation and co-operation will be initiated and directed by the senior management, with the Executive Board actively providing supervision, focus and co-ordination. BAM has drawn up the following planof action to achieve objectives: these From strategyFrom to implementation 12 2009 index has fallen by 4 percent over the same period. period. same the over 4percent by fallen has index AEX the comparison. of way By years. five last the over 2percent by fallen has shares BAM of value The index. AEX the behind lagged price share the that means (€6.41). close 2008 the This with compared 13 percent approximately of increase an was €7.25. which was 2009 in shares ordinary the for price closing The price Share billion). €0.9 (approximately 2008 year-end at position the on 13 percent about of increase an is which 2009. year-end at billion €1 approximately at stood Group the of capitalisation) (market value exchange stock total The 2006. since division, derivatives Amsterdam Euronext the Euronext.liffe, by traded been have options share ordinary Group BAM Royal Amsterdam. Euronext on listed also are BAM in shares preference financing cumulative shares, ordinary the to addition In Index. 600 STOXX Jones Dow the and NEXT-150 Index Euronext the on included also is share The 2008. September since index AEX the of part formed has share ordinary BAM The 1959. since exchange stock Amsterdam Euronext the on listed been have nv Group BAM Royal of shares The listing exchange Stock price over the past five years. five past the over price
Graph 1 shows the history of the BAM ordinary share share ordinary BAM the of history the 1shows Graph 10 12 14 16 18 20 22 24 10 15 20 25 0 2 4 6 8 0 5 Royal BAM Groupnv shares (2008: 1.126.000).(2008: 1.152.000 shares was trade daily ordinary average The million). 288.4 (2008: shares million 294.9 of a total to year financial the in 2percent than more by increased traded shares ordinary of number year. The the of half second the in especially 2009, in decrease to continued shares ordinary Group BAM Royal of liquidity The Volume oftrade trade in ordinary shares. ordinary in trade the for providers liquidity as act RBS and Rabobank ING, 116).(2008: day per 87 shares of average an to 2009 in decrease to continued shares preference financing in Trading 2009. in shares ordinary the of turnover 1.000.000 1.200.000 1.400.000 1.600.000 1.800.000
Graph 2 shows the fluctuation in the average daily daily average the in fluctuation the 2shows Graph 200.000 400.000 600.000 800.000 0 13 2009 – 10 21 21 48 Total Total 2008 (100%) (100%) 9 8 136,016,230 136,016,230 23 60 100 100 2009 – (0.3%) (0.3%) 473,275 473,275 8 8 non-convertible Preference shares 2008 Retail –––––– (0.3%) (0.3%) 15 15 (3,846) 350,122 346,276 2009 convertible Preference shares Table 3, which 3, Table shows the spread of share ownership, is Distribution of share ownership The distribution of share ownership changed significantly during 2009 in comparison to the previous Theyear. number of Dutch shareholders increased significantly. By year-end 2009, approximately 60 percent of the outstanding shares were held in the Netherlands, which compares to 48 percent at year-end 2008. The consequent reduction in the number of shares held elsewhere was greatest in the United Kingdom. Share ownership in the rest of Europe increased slightly by an amount similar to the decrease in share ownership in the United States. The percentage of the Group’s shares owned by private individuals increased greatly. based on statements from various stock deposit banks and the results of a survey of institutional share ownership. The shares issued as a result of conversion are included on a time weighted basis. This brings the average number of ordinary shares in 2009 to 135,195,324 (2008: 133,833,884). 10 21 21 92 40 3,846 2008 (99.4%) (99.4%) table 2. 135,192,833 135,196,679 9 8 45 85 23 Ordinaryshares 2009 Institutional
Netherlands United Kingdom United States Rest of Europe Table 2 NumberTable of outstanding shares in 2009 Table 3 SpreadTable of share ownership Shares in issue December as at 31 Shares in issue as at 1 Januari Conversion of preference shares (as a percentage) (as The number of outstanding ordinary shares increased by approximately 4.000 in 2009 to approximately million.135.2 This increase was the result of conversion of convertible financing preference shares into ordinary shares during the financial year. In total 3,846 convertible preference shares were converted into ordinary shares in 2009. The remaining number of outstanding convertible preference shares as at year-end 2009 was 346,276. During the initial months no convertible of 2010 preference shares were converted into ordinary shares. The number of outstanding non-convertible preference shares as at year-end 2009 There was 473,275. continue to be plans to repurchase all remaining non-convertible preference shares. after which the listing of these securities can be terminated. At the time of writing, the company had repurchased shares. 398,517 The development of the number of outstanding shares in 2009 (including the percentage of the total represented by each type of share) is shown in Movements in the number of outstanding shares 14 2009 Table dividend. for ranking shares ordinary of number the and dividend) preference the on (savings shares ordinary of holders to attributable result the both affects shares preference convertible of Conversion conversion after share per Earnings thresholds. disclosure the within however, occurred. have may Movements more. or 5percent of interests real have investors institutional three (AFM), Markets Financial the for Authority Netherlands the by kept shareholdings substantial of register the to According shareholdings. substantial of register AFM the to according per share for 2009. for share per Table 4 shows the interests of 5 percent or more more or 5percent of interests the Table 4shows ING Group ING Herk van A. (as apercentage) Delta Lloyd Levensverzekering (Aviva) Levensverzekering Lloyd Delta After conversion After shares preference Conversion conversion Before Table 5 Earnings per share for 2009 after conversion after 2009 for share per Table 5Earnings Table 4 Interests of 5 percent or more according to the AFM register of substantial shareholdings substantial of register AFM the to according more or 5percent of Table 4Interests 5 below shows these influences on the earnings earnings the on influences these shows 5below Average number of holders of ordinary of holders of number Average ordinary shares shares (x € million) shares shares ordinary 135,542,955 135,195,324 347,631 can be found in the Executive Board’s report on page 37. page on report Board’s Executive the in found be can 2009 for dividend proposed the on information More share. per out paid be will respectively, €0.38346, and €0.37086 of dividends cash shares, preference financing non-convertible and convertible 7.8 the (2008: For 2009 percent). for price closing the and proposal dividend the on based 1.4 percent, to amounts shares ordinary on yield dividend The 2009). year-end at shares ordinary outstanding of number the on (based shares ordinary of holders to distributed be will €13.5 of million Atotal 2009. for €31.3 million of result net the on based percent 43.2 of apayout to corresponds proposal The €0.50). (2008: 2009 for share €0.10 of ordinary per dividend acash for is proposal The cash. in out paid are dividends a rule, As shares. ordinary the on dividends as profit net the of percent 50 and percent 30 between distribute to aims Group BAM Royal policy Dividend attributable to attributable Net result Net 31.3 31.4 Total 0.1 10.2 6.0 9.4 ordinary share (in €) share ordinary Interest more than more Interest December 2002 December 5 percent since since 5 percent February 1992 February Net result per result Net October 2005 October 0.23 0.23 - 15 2009 Bridge over the River Suir on the Waterford ring road (Ireland). BAM PPP (in joint venture), BAM Contractors. Royal BAM Group attaches great importance to the provision of transparent and identical information to all investors. BAM’s investor relations policy is geared to informing investors about the Group’s strategy. objectives. performance and prospects in good time, fully and in clear and unambiguous terms. Business results will not be adequately reflected in the value of the shares without clear communication with investors. All press and analyst meetings in connection with the publication of the annual and half-yearly figures are accessible to everyone via the Internet (webcast). The meetings are held in Dutch. It is also possible to opt for simultaneous English interpretation of the analysts’ conference. Anyone can call in to any conference call with press and analysts in connection with the publication of first-quarter and third-quarter figures. These conference calls, which are in Dutch, are also available with simultaneous English interpretation. More information on this subject can be found on the company’s web site. The significant interest from investors is also expressed in the large numbers of contacts in the form of road shows, participation in seminars and presentations for investment clubs, among others. In 2009, there were over 200 such events (2008: All more dates than 210). and locations of roadshows, seminars and the like are published on the company’s website. The company’s website at www.bam.nl provides more information and answers a wide range of questions about Royal BAM Group. Shareholders and potential shareholders as well as financial analysts can direct their questions to Royal BAM Group’s investor relations manager, Snippe. Mr P.R.E. e-mail: [email protected], 07. 87 659 telephone (0)30 +31 Investor relations 16 2009 Cash flow Cash Dividend Market capitalisation at year-end at capitalisation Market turnover daily Average December 31 on Price price closing Lowest price closing Highest percentage) a (as yield Dividend percentage) a (as ratio Payout Equity attributabletoshareholders Net resultexcludingfine Net result shares ordinary of number Average Net resultfromcontinuedoperations Net result Average numberofordinaryshares shares ordinary of Number share ordinary per Information Dividend share preference financing per Figures 4 3 2 1 December 31 on Price issue in shares of Number shares Non-convertible December 31 on Price price Conversion issue in shares of Number shares Convertible Dividend
rankingfordividendasatyear-end Based on total number of outstanding ordinary shares and financing preference shares. preference financing and shares ordinary outstanding of number total on Based year-end. at price share on Based 2009. proposal Dividend 1:5 11 at as split 2006. May share for Adjusted ranking fordividendduringtheyear ranking fordividend (fully diluted) (fully 2 2 2 (fully diluted) (fully (in number of shares) of number (in (fully diluted) (fully 3 (x €1.000) (x
(in €1. unless otherwise indicated) otherwise unless €1. (in 4 135,542,955 135,196,679 135,195,324 1,152,000 (in €1. unless otherwise indicated) otherwise unless €1. (in 346,276 984,452 473,275 2009 2009 4.94 4.20 0.38 0.23 0.23 0.23 0.23 6.60 4.21 9.39 0.37 6.47 1.98 7.25 0.10 1.4 43 3,4,0 3,4,6 135,509,643 135,541,461 135,542,904 133,833,884 135,192,833 ,2,0 4,0 2,0 590,000 723,000 848,000 1,126,000 870,585 7,7 7,7 7,7 473,275 473,275 473,275 473,275 350,122 16.60 2008 2008 .042 .04.20 4.20 4.20 4.20 6.27 .803 .80.38 0.38 0.38 0.38 .00.90 0.50 4.67 2.67 .703 .70.37 0.37 0.37 0.37 4.65 1.20 1.20 5.01 6.41 1.21 1.21 7.8 42
1 129,906,275 124,825,079 5,636,534 2,196,373 1 22.58 13.79 16.10 18.15 2007 2007 2.80 2.60 5.45 3.61 2.01 7.65 2.15 5.6 34 123,295,593 123,758,414 11,780,581 1,998,737 18.49 14.69 12.93 15.11 062005 2006 062005 2006 5.58 0.95 0.45 .41.28 1.04 5.75 1.92 .11.46 1.01 1.11 3.1 41 105,040,639 122,371,460 125,857,967 13,081,135 1,933,418 15.46 14.97 14.18 0.40 5.00 2.47 1.46 1.28 4.74 7.05 2.8 32 17 2009 Otherwise, it is the Board’s assessment that its composition is balanced and in line with its profile. Mr Abrahamsen for his substantial involvement in Group matters, and for the expert and invaluable manner in which he has fulfilled his duties as a supervisory director at the company, including as a member of the Audit Committee. In the absence of any nominations from the General Meeting of Shareholders, the Supervisory Board intends to propose Mr Vonno Van for reappointment by the General Meeting of Shareholders April as one on 21 2010 of the company’s supervisory directors for a period of four years. As a former Chairman of the company’s Executive Board, Mr Vonno Van has considerable knowledge and experience as regards the company itself and the sector in which the company operates. His history as a director of the company has provided him with extensive experience and expertise in how to manage a large organisation, and he has an excellent understanding of a wide range of issues, including the social and organisationalfactors that are involved in a large construction company. The reinforced right of recommendation as laid down in Article 2:158, paragraph 6 of the Netherlands Civil Code applies to this nomination. The Central Works Council has announced, withreference to that right, that it wishes to recommend Mr Vonno Van to be nominated for appointment to the Supervisory Board. Following the departure of Mr Rompuy Van atthe end of 2008, the Supervisory Board had five members until April21 2009, which was then increased to six for the rest of the 2009 financial The year. Supervisory Board takes the view that around six to seven members is an appropriate number in the present circumstances, given the size and the international nature of the Group. There is a profile of the Supervisory Board, which shareholders may examine at the company’s office and that is also published on the company’s website. This profile was discussed with shareholders at the General Meeting of Shareholders April on 21 2009 in the context of the amendments to the Dutch corporate governance code (hereafter ‘the Code’) with effect from 1 January 2009. The Supervisory Board has noted that its composition as regards the gender of its members is not yet in line with the Board’s profile.The Supervisory Board has therefore set itself the target of working towards a more evenly balanced gender composition over the next few years. Report by the Supervisory the Report by Board shareholders the to On 21 AprilOn 21 2009, the General Meeting of Shareholders reappointed Mr A. Baar and appointed Mr H. Scheffers as members of the Supervisory Board, both for a period of four years. As a new member, Mr Scheffers attended an introductory programme to become more acquainted with the company as a whole and with the members of management. it is the turnIn 2010, of Messrs R.J.N. Abrahamsen and van VonnoW. to resign by rotation as members of the Supervisory Board, in connection with the end of their terms of appointment. Mr R.J.N. Abrahamsen has stated that he will not be seeking re-appointment. Mr Abrahamsen has been a very valued member of the Supervisory Board, not least because of his financial expertise. The Supervisory Board and the Executive Board would like to express their deep appreciation to Composition of the Supervisory Board We herebyWe present the 2009 financial statements, duly prepared by the Executive Board, to the General Meeting of Shareholders for approval. The financial statements have been audited by the Group’s external auditor, PricewaterhouseCoopers Accountants NV; the unqualified auditor’s report is included on of page the annual 183 report. The Supervisory Board has discussed the financial statements with the Executive Board in the presence of the external auditor. The Supervisory Board is of the opinion that the financial statements and the report by the Executive Board form a good basis on which to hold the Executive Board accountable for the management policiespursued and the Supervisory Board accountable for its supervision of the management policies pursued. The members of the Supervisory Board havesigned the financial statements in accordance with their statutory obligations paragraph under Article 2 of the 2:101, Netherlands Civil Code. The General Meeting of Shareholders to be held on April will21 be invited 2010 to declare a dividend for (2008: €0.50) in cash2009 per of €0.10 ordinary share. A cash dividend of €0.37086per share will be paid on the convertible Class F preference shares. A cash dividend of €0.38346 per share will be paid on the non-convertible Class F preference shares. Financial statements and dividend proposal 18 2009 any change of control of the company. the of control of change any on or results company’s the on depend not does Board Supervisory the of members the of remuneration The remuneration. this adjust to submitted were proposals any unless meetings shareholders’ for agenda the on Board Supervisory the of members the of remuneration the place to not proposal company’s the approved also meeting shareholders’ The member. per bonus one of amaximum with Board, Supervisory the by up set Committees the of any on is who member each for €5,000 of abonus with Board, the of members other the for €40,000 and chair deputy the for chair, €45,000 the for €50,000 at Board Supervisory the of members the of remuneration annual the set 2008 7May on meeting shareholders’ The report. Board’s Supervisory the of part constitute and report, annual the 33 of 32 and pages on out set are Board Supervisory the of members the of of Details occasion. each on shareholders to forward put be obviously will office of term another for reappointment Their office. of terms four-year three of amaximum serve principle in can members Board Supervisory Code, the with accordance In website. company’s the on published also is and report, annual 32 the of page on shown is Board Supervisory the of members the for schedule retirement The large. at society concerning and dimension asocial with issues to relating expertise and companies international preferably large, of management the in experience industry, construction the of knowledge business, of understanding broad-based general, a are composition its to Board the by applied criteria specific Other, companies. large other at disciplines accounting and finance the both in experience with expert afinancial members its among has Board The advice. as well as opinions unsolicited and solicited with Board Executive the provide and Association, of Articles company’s the by and law by down laid as Board Supervisory the of tasks the perform Board, Executive the of members the and Board Supervisory the of members other the to regard with independently and critically act policy, overall of points main the assess to able being as well as operations, international with group construction alarge in effectively function to needed is that experience the possess members The at least ten percent of the shares in the company. the in shares the of percent ten least at hold that entities legal or persons natural and company the between or Board, Supervisory the of members and company the between interest of conflicts any of aware not is Board Supervisory The companies. listed Dutch five than more of Board Supervisory the of amember is members Board Supervisory the of None Code. the with conflicts any present not does which Code, the of meaning the in independent not is who Board Supervisory its of member one has company the Board, Executive the of member former and Chairman former as Van Vonno, Mr of person the In met. is independence to regard with Code the of requirement the Board, Supervisory the of opinion the In company. the with nature abusiness of relationships other any have not do members Board Supervisory The 19 2009 Executive Board are not members of the Supervisory Boards of any other listed companies. The Supervisory Board has no evidence of any conflicts of interest between the company and members of the Executive Board. The Supervisory Board also met a number of times without the Executive Board being present. The meetings were almost always fully attended. Each of the meetings of the Supervisory Board featured a report on what had been discussed in meetings of the Board’s committees. In addition, the Executive Board reported in each case on the state of affairs, the financial situation and market developments for the operating companies and the risks that they face, each report being based on the operating plan for the relevant financial Matters year. also discussed included the annual report and financial statements for 2008, the quarterly statements for 2009, reserve and dividend policy and the dividend proposal for 2008, corporate governance, the various effects of IFRS (International Financial Reporting Standards) on the Group’s financial reports, the Group’s existing anti takeover measures, compensable losses available within the Group and the most important claims and legal proceedings involving parts of the Group. Preparations were also made for the Annual General Meeting of Shareholders, and the AGM was discussed after it had taken place. The Supervisory Board gave its approval to the use of electronic communication media for this meeting. The Supervisory activities Board’s The Supervisory Board held seven meetings in the year under review, in the presence of the Executive Board. One of those meetings was devoted entirely to the strategic agenda 2010-2012. In response to the economic crisis, the Supervisory Board met several times with the Executive Board to discuss the potential effects of this crisis for the Group, and to discuss what steps should be taken. A large amount of time at these meetings was spent discussing the Group’s position on the propertymarkets and the Dutch residential construction market inparticular. The Executive Board drew up a number of scenarios which were discussed with the Supervisory Board. These discussions also focussed in particular on AM and the measures required to guide AM through the difficult economic circumstances. During the financial the year, Executive Board consisted of five members. An Executive Board consisting of four or five members is considered appropriate in the present circumstances, bearing in mind the size and international nature of the Group. Brooks,Mr P.B. who was a member of the Executive Board, retired April on 21 2009. With effect from that date, Mr M.J. Rogers was appointed as a member of the company’s Executive Board for a period of four years. During the financial year 2009, the Supervisory Board once again assessed the performance of the Executive Board and of the individual members of the Executive Board. The Supervisory Board considers that the Executive Board performed well in 2009 under difficult economic circumstances. This also applies to the individual members of the Executive Board. This performance can be seen from the positive contribution made by all parts of the Group to the result (with the exception of the property activities which were hit hard by the financial crisis). Members of the Executive Board are appointed for a period of four years. They retire after the conclusion of the first Annual General Meeting of Shareholders to be held in the fourth year after the year in which they were appointed. The contractual agreements with members of the Executive Board who were appointed before the Code came into effect will be honoured; their appointment is for an indefinite period. The retirement schedule for the members of the Executive Board is shown on page 34 of the annual report, and is also published on the company’s website. The rules governing the Executive Board were amended during the financial year to bring them into line with the amendments in the governance code that became effective on 1 January 2009. The Executive Board’s amended rules have been published on the company’s website. The remuneration of the members of the Executive Board is presented on page of 27 this annual report. The Supervisory Board approved Mr Oosten’s Van appointment as a member of the Supervisory Board of another listed company. The other members of the Composition of the Executive Board 20 2009 variable portion). portion). variable the of determination (including Board Executive the of members the of remuneration the and members) individual the and awhole as (both performance and composition Board’s Executive the Board, Executive the to relationship its Board, Supervisory the of profile and composition the Board, the by up set committees separate the and members) individual the and awhole as (both itself Board Supervisory the of operation the to part in devoted were Board Executive the of absence the in meetings The report. annual the 8of page on found be can strategy Group’s the of explanation 2010-2012. agenda An strategic this to approval its gave Board Supervisory The length. at strategy Group formulated newly Board’s Executive the discussed Board Executive and Board Supervisory the of meeting extra An BAM. for relevant most being as Board Executive the by identified CSR of factors the with agrees Board Supervisory The Board. Executive the with Group the (CSR) for responsibility social corporate of importance the discussed Board Supervisory The strategy. that with connection in observed be to preconditions the and targets those realising at aimed strategy the targets, financial Group’s the out sets which plan, operational 2010 the for approval its gave Board Supervisory The Board. Supervisory the by report the of part as report annual the 26 of page on included is report remuneration The Committee. Remuneration the by compiled report remuneration the finalised Board Supervisory The Board. Executive the of absence the in Board Supervisory the by discussed were results The Board. Executive the of member each and Committee Appointments and Selection the between held discussions on based was members individual its and Board Executive the of performance the of assessment The year. other every enquiry this out carry to is intention The Board. Supervisory the of members the among Committee Appointments and Selection the by undertaken enquiry an on year, based financial previous the in out carried was procedure assessment Acomprehensive interviews. of aseries of means by year financial the during assessed were members individual its and Board Supervisory the of performances The statements for the financial year 2009. 2009. year financial the for statements financial the of audit the with PricewaterhouseCoopers charge to shareholders of meeting general the to proposal the prepared and auditor external the with relationship the considered also Board Supervisory The Board. Executive the with findings auditor’s external the to follow-up the discussed also Board Supervisory The Board. Executive the and auditor external the with documents these discussed and letter management 2008 the and auditor external the by reports the of cognisance took Board Supervisory The companies. operating the at business of course the on auditor external the and Board Executive the both by updated regularly be to arranged again Board Supervisory year, the financial the During discussed. also were management of quality the and development management operates, Group the which in markets the on developments The discussed. was activities development project German former of liquidation the from gain a tax Realising impairment. agoodwill for need potential the and agreements financing current the under conditions the about Board Executive the with discussions held also Board Supervisory The ratios. capital Group’s the and position equity the levels, liquidity capital, working concerning occasions of anumber on Board Executive the with views exchanged Board Supervisory The system. reporting and monitoring established an and reports such up drawing for procedures and manuals reporting financial systems, control internal and management risk internal has Group the that itself satisfied has Board The seq. et 53 page on including report, annual the in elsewhere discussed are Board Supervisory the of meetings the at contexts these in addressed matters the of implications The systems. these of light in Board Executive the of appraisal the of results the and systems, control and management internal the enterprise, the to attached risks principal the included attention of Areas presentations. accompanying and reports written of basis the on companies, operating individual the and sectors respective the of and awhole as Group the of prospects and business of course the discussed Board Supervisory the usual, as meetings, quarterly its At 21 2009 Expansion and renovation of Ashmolean Museum, Oxford (England). Construction. BAM The Supervisory Board took cognisance of the Audit Committee’s annual assessment regarding the Group’s lack of an internal auditor. Given the project-based nature of the activities of a construction group and the large number of projects being carried out by different parts of the Group both in the Netherlands and abroad, it was decided to commission an external auditor to conduct the audit process in collaboration with the employees of the central finance department and the controllers at the various operating companies. This collaboration is based on clear agreements and was once again satisfactory in 2009. As a result, the Supervisory Board recommended to the Executive Board that it should continue to conduct the audit process in this manner. The Supervisory Board approved the acquisition of Ravesteyn by BAM Infratechniek. The Supervisory Board agreed with the Executive Board’s decision to further postpone the negotiations regarding the proposed sale of the company’s percent21.5 interest in the dredging company OordVan (the negotiations had already been postponed once because of the financial crisis). The company’s intention remains to sell its minority interest in Oord. Van During the annual visits to a number of the Group’s operating companies over several days in September 2009, the Supervisory Board and the Executive Board exchanged views with the management teams of BAM International and Tebodin. The Supervisory Board consulted with the Executive Board on a number ofoccasions about the two-tier regime. As the majority of the staff employed by the Group now work outside the Netherlands, and BAM is accordingly no longer classified as a company where the two-tier regime is mandatory, the Supervisory Board and the Executive Board accordingly submitted a choice of three options to the GeneralMeeting of Shareholders Aprilon 21 2009: voluntary maintenance of the two-tier regime; application of the ‘mitigated two-tier regime’; or abolition of the two-tier regime. The General 22 2009 Supervisory Board. Supervisory the to meetings their all of reports submitted committees The committees. the by out carried work preparatory the for and tasks its performs it which in way the for responsible remains awhole as Board Supervisory The activities. those regarding decisions Board’s Supervisory the preparing in and responsibility committees’ the are that activities the concerning Board Supervisory the advise and support to committees these of task the is It Committee. Appointments and aSelection and Committee Remuneration a Committee, Audit an namely committees, permanent three has Board Supervisory The 2009. 1January on effect into came that code governance corporate amended the with line into them bring to year financial the during amended were rules These website. company’s the on found be can committees, those of composition the as well as below, mentioned committees Board Supervisory the of those and Board Supervisory the of rules The Council. Works Central the and Shareholders of Meeting General the Board, Executive the with dealings its and Board the of procedures and duties composition, the governing rules, of aset has Board Supervisory The committees and rules Board Supervisory The 2009. September in held was Council Works Central the with Board Executive the and Board Supervisory the of meeting annual informal usual The Council. Works Central the with meetings consultation two in part took again occasion, each on members different of consisting Board, Supervisory the from Delegations website. company’s the on published been has policy This 2009. 1 January on effect into came that code governance corporate amended the with comply to order in shareholders with contacts bilateral on policy ageneral formulated have Board Executive the and Board Supervisory The 2010. 21 on April held be to Shareholders of Meeting General the to presented be will decision this incorporating association of articles company’s the to amendment Aproposed regime. two-tier mitigated the of favour in decided Meeting relationship with the external auditor. external the with relationship the on Board Supervisory the to reported and present, being Board Executive the without occasion one on auditor external the with met committee audit The matters. financing and fiscal Group as such subjects covering Committee Audit the to apresentation gave officers Group Various activities. property the to relation in impairment goodwill the and activities German the from gain tax the realising to paid was attention Special reporting. financial on IFRS of effects some and organisation; administrative and financial the Germany; in particularly Group, the within losses compensable available the level; liquidity and capital working the of movement the relationships; banking agreements; funding the in ratios the solvency; and funding Group’s the policy; ICT the plan; 2010 the operational 2009; for plan audit the auditor; external the with relationship the and of fee and activities the planning; tax and policy dividend Group’s the development; project concerning those including systems, control and management risk and risks the recommendations; auditor’s external the to follow-up the letter; management 2008 the figures; half-yearly and quarterly 2009 the figures; annual 2008 the on reporting financial the were meetings these at addressed topics principal The meetings. Committee’s Audit the to invited also were Board Executive the from Officer Financial Chief the and Chairman The scenarios. different of anumber on based Group the for crisis economic the of consequences the discuss to meeting additional an held also Committee Audit The auditor. external the of meeting) the of part for (at least presence the in year financial last the during times four met Committee The remit. its by covered matters of respect in Board Supervisory the of decisions proposed drafts it and matters, accounting and financial regards as especially tasks, its of performance the in Board Supervisory the supports Committee Audit The Code. the of provisions the with line in is Committee Audit the of composition The Shareholders. of Meeting 2010 the General after Committee Audit the join will Scheffers Mr director, supervisory company as position his from down stepping be will Abrahamsen Mr Because Chairman. the being Dekker Mr with Van Vonno, and Dekker Abrahamsen, Messrs of year financial the during consisted Committee Audit The 23 2009 Corporate governance The Supervisory Board and the Executive Board examined the corporate governance structure at the start of 2009 in the light of the amended Dutch Corporate Governance Code which came into effect on 1 January 2009. This also included consideration of the corporate governance views of some institutional investors. The corporate governance structure and the company’s compliance with the amended governance code were discussed at the General Meeting of Shareholders April on 21 2009. The Supervisory Board and the Executive Board are convinced that Royal BAM Group’s corporate governance remains well organised. Please refer to the corporate governance statementon ofpage the annual 41 report concerning the company’s compliance with the Code. addressed by the Committee were also discussed on a number of occasions in full meetings of the Supervisory Board. The Committee members consulted with each other a number of times outside of the context of a formal meeting. On those occasions, the Committee members discussed the current and future size and composition of the Supervisory Board and the Executive Board. The Committee held individual talks with the members of the Executive Board in the context of assessing the Executive Board. The Committee prepared the appointment of Mr Scheffers as a member of the Supervisory Board and the Chairman of the Committee prepared the reappointment of Mr Baar as a member of the Supervisory Board during the financial year. The Remuneration Committee consists of Messrs Baar and Wiechers, with Mr Baar being the Chairman. The composition of the Remuneration Committee is in line with the Code. One of the tasks of the Remuneration Committee is to make proposals to the Supervisory Board with regard to company remuneration policy, the level of remuneration and the terms of employment of members of the Executive Board and the remuneration of the members of the Supervisory Board. The Committee also consults the Chairman of the Executive Board about the policy on terms and conditions of employment for operating company managers and executives of equivalent rank. The Remuneration Committee also proposes a remuneration report on the way in which remuneration policy has been implemented in practice. The Remuneration Committee met three times during the past financial The year. Chairman of the Executive Board was present at these meetings. The Committee members consulted with each other a number of times outside of the context of formal a meeting. The Remuneration Committee made a proposal regarding company remuneration policy for 2009 and subsequent years. The Remuneration Committee also discussed conditions relating to the remuneration of operating company management teams and staff directors. The Committee submitted a proposal to the Supervisory Board relating to the remuneration of members of the Executive Board and criteria for the variable remuneration in 2010. The Remuneration Committee also prepared the remuneration report. The Remuneration Committee did not use external advisers during the financial year. The Selection and Appointments Committee consists of Messrs Baar and Wiechers, with Mr Wiechers acting as Onechair. of the tasks of the Selection and Appointments Committee is to make proposals to the Supervisory Board regarding selection criteria and appointment procedures, the size, composition, appointments and reappointments toand assessment of the performance of the Supervisory Board and the Executive Board. The Committee also monitors the Executive Board’s policyonselection criteria and appointment procedures for senior management. The Selection and Appointments Committee met several times in the past financial The year. subjects 24 2009 statements. 2010 Group’s the financial auditing for responsible auditor, external as N.V. re-appointed be Accountants 2010 PricewaterhouseCoopers 21 on that April meeting shareholders’ the to put be therefore will A proposal changed. be auditor external the that shareholders the to propose to reason no sees Board Supervisory the particular, in Group the and general in industry construction the to regard with expertise auditor’s external the and auditor external the with experience good Board’s the Given Committee. Audit the and Board Executive the from areport on based auditor external the with relationship the assessed Board Supervisory the statements, financial and report annual 2009 the of consideration its of part As 2009. 21 on April Shareholders of Meeting General the at present was auditor external The information. that to respond to opportunity the given been had he that and based were reports financial interim other the and results the results, interim the figures, quarterly the which on information financial the received had auditor external the that noted Board The information. additional provide to auditor external the on –called usual is –as Board Supervisory the figures, half-year 2009 the of discussion its and figures annual 2008 the of discussion its in Both auditor External of so many people within the Group, the Supervisory Supervisory the Group, the within people many so of commitment and dedication substantial the of light In year. this of course the over develops economy the how on depend will 2010. in deal Agreat circumstances market difficult encounter to expected also is Group The 2009. in result overall Group’s the to contribution apositive made Group the of parts other the of all hand, other the On activities. property Dutch the on impairment agoodwill and awhole as activities property Group’s the from losses significant in resulted which 2009, in circumstances economic difficult these face to had also Group BAM Royal particular. in sector construction residential and property the on impact asubstantial having is crisis The 2009. in extent increasing an to crisis economic the of consequences the felt sector construction Dutch the that out point to wishes Board Supervisory The comments Final Supervisory Board Supervisory 2010 3March Netherlands, Bunnik, efforts. their all appreciates greatly Board Supervisory year. The last the of course the in Group the to commitment great showed again once employees and management the conditions, market difficult Under 2010. in well crisis the handle will Group BAM Royal that confident extremely is Board BAM Techniek. BAM BAM Utiliteitsbouw, Beilen (Netherlands). psychiatric patients), (for Clinic Long-Term Healthcare Mental Drenthe 25 2009 26 2009 members of the Executive Board can be found in in found be can Board Executive the of members individual the of remuneration the of A summary Group. BAM Royal within plan pension any of member a not is he that fact the for compensation as salary his of top on bonus anon-pensionable received Brooks Mr 2009. 21 April from effect with Board Executive the of amember as appointed was he when 325, 000 GBP at set was salary Rogers’ M.J. Mr market. employment Kingdom United the in developments salary with line in 2009, 1January at as 5percent by increased was salary Brooks’ Mr percent). +4 (approximately Netherlands the in increases salary for index the on based 2009 1January from effect with adjusted were Board Executive the of members Dutch the of salaries fixed The below. policy remuneration the in detail greater in explained as structure remuneration the to amendments any proposing for found reasons no were There scenarios. of anumber analysing on based partly 2009, in Board Executive the of members for remuneration of structure and level the assessed also Board Supervisory The Board Executive the of members the of salary Annual year. financial the during advisers remuneration of services the use not did Committee Remuneration The year. financial past the during times three met Committee Remuneration The Wiechers. Mr and (chairman) Baar Mr of consisted committee year, the financial past the During Board. Supervisory the by established rules to subject is Committee Remuneration The Board. Supervisory the by dismissed and appointed are who members two least at of consisting Board Supervisory the of committee a permanent is Committee Remuneration The 2009 in Remuneration years. subsequent and year financial coming the for Board Supervisory the by provided policy remuneration the of asummary contains also and 2009, in received remuneration concerning information of summaries includes report year. The financial past the during practice into put been has policy remuneration the which in manner the on areport contains Board Supervisory the from report remuneration following The table 6. table Remuneration report change of control in the company. the in control of change a on nor results, company’s the on depend not does members Board Supervisory the of remuneration The Group. the to nature and size similar a of businesses with comparable properly currently is which alevel at is Board Supervisory the of members of remuneration the that considers Board Supervisory The member. per bonus one of amaximum with Board, Supervisory the by up set Committees the of any on is who member each for €5,000 of abonus with Board, the of members other the for €40,000 and chair deputy the for chair, €45,000 the for €50,000 to amounts 2008, 7May on meeting shareholders’ the at adopted policy the with accordance in Board, Supervisory the of members the for remuneration annual The Board Supervisory the of members the of Remuneration year other than the compensation indicated in in indicated compensation the than other year financial the in Board Executive the of members former or current to awarded was compensation other No employees. or managers company operating Board, Executive the of members to shares or options any allocated not has company The objectives. non-financial of achievement the for 20 percent of remuneration variable awarded were Board Executive the of members other The objectives. non-financial to relation in remuneration variable any awarded not was portfolio property the for responsible member Board Executive the property, in developments the Given sector. property the in risks and investment capital of management Germany, in positions old the of up winding and results the of improvement crisis, financial the to response 2010-2013, for adequate an development strategy concerned and portfolio member’s each to related were 20 percent) remuneration: variable (maximum 2009 for members Board Executive the for objectives non-financial individual The percent). 40 remuneration: variable (maximum 2009 for objectives financial of achievement for remuneration variable awarded were Board Executive the of members the of None Board Executive the of members the of remuneration Variable table 6. 6. table 27 2009
4 – – 81 93 93 28 125 105 2008 31 81 92 48 48 140 2009 Pension premiums – 95 180 202 238 208 2008 Variable – 92 39 50 84 107 remuneration 2009 developments that are relevant to the company, including non-financial indicators which are relevant to the company’s long-term objectives. In order to achieve these points of departure, remuneration is set at a competitive level for the relevant national general remuneration market for directors and other senior managers of large companies. In the case of members of the Executive Board the equivalent remuneration possibilities in their country of residence are also taken into account. The Supervisory Board will regularly check the remuneration package to ensure that it complies with the assumptions underlying the remuneration policy. The remuneration policy will also be checked regularly. Any changes to the policy will be put forward for adoption at the General Meeting of Shareholders. Remuneration package The total remuneration of the members of the Executive Board of Royal BAM Group consists of an annual salary, a variable remuneration, a pension and other secondary conditions as well as redundancy compensation schemes in the event that they are made redundant. It was decided to use the level of the median of the aforementioned remuneration market for this total remuneration. The company does not distribute shares to members of the Executive Board or to anyone else working in the Group, nor are they given any entitlements on (options) shares. The company does not have any remuneration rules that are related to a change of control of the company. – 514 235 587 499 444 2008 Gross salary 610 195 535 252 420 460 2009 2 3 1 Table 6 RemunerationTable of the individual members of the Executive Board € 1.000,–) (x J.A.P. van Oosten N.J. de Vries BrooksP.B. M.J. Rogers J. Ruis R.P. van WingerdenR.P. Until April 21 2009. From 7 May 2008. From April 21 2009. The pension premiums refer to the gross pensions costs in the income statement. 1 2 3 4 The Supervisory Board draws up thecompany’s remuneration policy on the basis of advice from its Remuneration Committee. The General Meeting of Shareholders of Royal BAM Group then formally adopts the remuneration policy. No changes are predicted in the current financial year in the remuneration policy for 2007 and subsequent years, as adopted at the General Meeting of Shareholders held on 8 May 2007. Once the remuneration policy has been adopted, the Supervisory Board determines the remuneration for the individual members of the Executive Board, again on the basis of recommendations by its Remuneration Committee. The regulations of the Remuneration Committee are published on the website of Royal BAM Group. Assumptions The remuneration policy is geared to attracting and retaining qualified people and motivating them to achieve Royal BAM Group’s objectives. Particular emphasis is placed on experience of the Group’s (international) activities and the necessary management qualities. The policy is also aimed at safeguarding growth of the enterprise’s value, motivating individuals and attracting highly qualified executives, including those from other industries, to Royal BAM Group as an employer. The remuneration level and structure are based partly on the development of results, as well as other Remuneration policy 28 2009 appropriate for senior officials of Royal BAM Group. BAM Royal of officials senior for appropriate remuneration variable of levels the and market remuneration relevant the with line in be to designed is it set, being is percentage this When package. remuneration the of element fixed the to proportionate properly be to point this at considers Board Supervisory the which apercentage salary, annual member’s Board the of part fixed the of percent 60 is remuneration variable annual maximum The Board. Executive the of members of remuneration total the for consequences their and elements remuneration variable the of results possible the of made also is assessment an point which at Committee, Remuneration the of advice the on Board Supervisory the by set is achieved actually remuneration variable The focus. long-term and short-term between struck is balance Aresponsible agenda. strategic Group’s BAM Royal of execution the support that Board, Executive the and Board Supervisory the between beforehand agreed targets, of achievement the on depending level the with remuneration, variable for eligible is Board Executive the of member Each remuneration Variable market. remuneration the in changes general and salary standard the than less is salary current Member’s Board the which to extent year, the past the of results the performance, personal considers evaluation year. The each of 1January on places takes generally salary annual the in change and evaluation annual The Member. Board the from performance proper with years several in bridged be will salary standard the and salary starting between difference the that being principle the development, salary the determines Board Supervisory The appointment. Board this for salary standard the than less usually is organisation this from originating Board Executive the of member individual the of salary annual the appointment, Upon salary Annual Group. the within ratios remuneration the and market remuneration relevant the account into taking package, remuneration the in elements the of interrelationship and make-up the and ceiling this of level the analyses Board Supervisory the Committee, Remuneration the by prepared scenarios year, using Each ceiling. apayment –provides elements remuneration variable limited and salary – afixed up made is package remuneration the which in way The relation to the level of previous years if it considers that that considers it if years previous of level the to relation in awards the amend to right the has Board Supervisory the criteria, performance quantified on based directors, to remuneration variable of awards new of case the In information. (financial) incorrect of basis the on adirector to paid remuneration variable the of) (any part reclaim to entitled is company the and accordingly remuneration variable the adjust can Board Supervisory the data, (financial) inaccurate of basis the on awarded is remuneration variable the where cases In date. that before achieved is target the if 2010 earlier 31 or on December end an to comes and years three for lasts plan The achieved. not is margin profit this if made be will payments No salary. annual his of percent 50 of year that in remuneration variable additional an for eligible be will Board Executive the of member each agenda, strategic the in formulated as turnover, Group on realised is tax before 4percent of margin the if plan, bonus long-term current the Under Board. Executive the of members for policy remuneration the in found been also has aplace aims, long-term achieve to order In year. following the in out paid is and payment cash annual an of consists remuneration variable The discretion. own its at Board Supervisory the by set be simply can that element any contain not does remuneration variable The targets. assessable as possible as far as evaluated and formulated are they that also is topics these to relation in position The management. knowledge and development staff safety), (including management risk development, product responsibility, social corporate segments, market specific in growth further as such shareholders, the for creation value long-term stimulate that objectives things, other among defines, agenda strategic The agenda. strategic Group BAM Royal the from derived are that targets to related is salary annual the of 20 percent of maximum A out. paid not is remuneration Member’s Board the of part this figure, budgeted the than less deal a great is result annual the If realised. not are results budgeted the if reduction aproportionate with percent, 40 is remuneration variable the achieved, are results annual agreed the If regard. this in decisive is Group BAM Royal of result annual The salary. annual member’s Board the of part fixed the of percent 40 of amaximum is targets financial to related is that remuneration variable the of portion The influenced. be can which and assessable are which targets measurable set, previously of achievement the on depends remuneration variable The 29 2009 table 7. table 7. The company has taken out directors’ and officers’ liability insurance under standard market terms and conditions for the members of the Supervisory Board, the members of the Executive Board, the operating company managers and all other directors and officers in Royal BAM Group. Periods of appointment and employment contracts Members of the Executive Board are appointed for a period of four years. The contractual agreements with members of the Executive Board who were appointed before the Dutch Corporate Governance Code came into effect will be honoured; their appointment is for an indefinite period. If the company terminates the contract of a Board member appointed after 1 January 2004, the maximum severance payment will be one year’s salary. If that is clearly unreasonable for a member of the Executive Board who is made redundant during or following the expiry of his first term on the Board, that Board member will be eligible for a severance payment of a maximum of twice his annual salary. The Supervisory Board can decide on a higher payment if the Board member concerned, prior to his appointment as a member of the Executive Board, has been in the employ of Royal BAM Group for a long period of time. The company has no other remuneration rules, beyond the remuneration package mentioned above, in relation to payments on the departure of members of the Executive Board or members of the Supervisory Board, nor are there any other rights to one-off payments. See The contracts of employment of members of the Executive Board are for an indefinite period of time. A four-year contract of employment is concluded with new members who join the Executive Board from outside the Group. The members of the Executive Board have a term of notice of six months for the company and three months for the member. The company regards a notice period of three months as suitable for a director. The notice period for the company is twice the length of the notice to be given by a director. This is in line with the statutory rules on notice periods in employment contracts. On Mr Rogers’ appointment, the rules set out in his employment agreement with BAMConstruct UK Ltd were continued. there would be an unreasonable outcome, partly based on the remuneration policy adopted by the shareholders. The Supervisory Board also has the power to amend the existing conditional awards of variable remuneration with quantified performance criteria in if, its opinion, applying the award without amendment would have an unreasonable or unintended outcome. The Supervisory Board would only usethese powers as a last resort. These matters have all been incorporated into the employment agreements with members of the Executive Board since the introduction of the Dutch Corporate Governance Code. Pensions With respect to pensions, the sector regulations will be adoptedwherever possible, with surplus schemes based on existing premiums and contributions from the participants. Members of the Executive Board are subject to thenew pension scheme and transitional arrangements with effect from 1 January 2006, as applicable from that date within Royal BAM Group for all employees in a similar position following the introduction of the Act concerning accelerated retirement and life-course savings schemes (wet VPL). The costs of trend indexation of already accrued pension entitlements have been included in the pension premiums with effect from 2009. Other secondary conditions of employment As for all the other employees, Royal BAM Group has a competitive package of secondary conditions of employment for the members of the Executive Board. This includes schemes for healthcare insurance and disability, personal accident insurance, a car scheme and directors’ liability insurance. Royal BAM Group does not give loans, warrants and the like to members of the Executive Board or to other employees, except for the arrangements set out below. Current and former members of the Supervisory Board and current and former members of the Executive Board are covered by the indemnity, under the Articles of Association, against claims made against them in respect of actions or omissions after 1 January 2005 in the performance of the duties of their position, unless saidactions or omissions constituted wilful, deliberately reckless or seriously culpable conduct. This facility applies to all employees and former employees of Royal BAM Group. 30 2009 2 1 R .P. Wingerden van P.B. Brooks P.B. Brooks J. Ruis J. Rogers M.J. N.J. de Vries de N.J. Oosten van J.A.P. Refers to reappointment; first appointment: 07.05.2004. appointment: first reappointment; to Refers 2009. 21 at April Retired Table 7 Contracts of employment/appointments of the members of the Executive Board Executive the of members the of employment/appointments of Table 7Contracts 1 Supervisory Board Supervisory 2010 3March Netherlands, Bunnik, website. company’s the on published are rules These company. the by issued those than other securities in trading and of possession the to relating Board Supervisory the and Board Executive the of members for regulations include also rules these securities; in trading and of possession the to relating rules has company The securities governing Rules entry into into entry service Year of 1988 1977 1979 1979 1971 1976 08.05.2007 21.04.2009 07.05.2008 07.05.2008 08.06.1995 28.05.1998 appoint- Date of Date ment
2 appointment Unlimited Permanent 6 months 3 months 3months 6months Permanent Unlimited Unlimited Permanent 6 months 3 months 3months 6months Permanent Unlimited Period of of Period 4 years Permanent 6 months 3 months 3months 6months Permanent 4 years 4 years Permanent 6 months 3 months 3months 6months Permanent 4 years 4 years Permanent 6 months 3 months Max. twice annual annual twice Max. 3months 6months Permanent 4 years 4 years Permanent 24 months 24 months 24 months 24 months Permanent 4 years contract Type of notice for company Period of of Period BAM Wallonie (in joint venture). joint (in Wallonie BAM Santiago Architect: Calatrava. Liege-Guillemins. station HSL new works Civil notice for Period of of Period member Max. twice annual annual twice Max. Min. €600,000.–; Min. Max. €800,000.– Max. Severance pay Severance Not agreed Not Not agreed Not salary salary N/A 31 2009 32 2009 W. Vonno van Scheffers H. Dekker J.A. Abrahamsen R.J.N. Baar A. W.K. Wiechers 2010 April as of schedule Retirement 2007. in as Chairman and 2004 in Board Supervisory the of Chairman as Vice appointed was 2007. and 2003 in Wiechers Mr re-appointed being 1999 in before Board Supervisory the to appointed first was Wiechers Mr KCB. for Experts Benchmarking Safety Nuclear of Committee the of Chairman Council]; Energy [General Energieraad Algemene the of member KEMA; of Board Supervisory the of Chairman offices: Other national. aDutch is Wiechers Mr 2003. 1July on retirement early his until remained he position which in Essent, of Board Executive the of Chairman became he EDON, with merger the 1999, after December in and Group PNEM-MEGA the of Board Executive the of Chairman became 1997. until Board 1998 Wiechers In Mr the on remained he and Maatschappij) Electriciteits- Noord-Brabantse (Provinciale PNEM of Directors of Board the joined 1987 In Wiechers Mr Director. and Director Deputy Division, Approvals Electrical the of Head including positions, of anumber held he where Arnhem in KEMA 1966 at in career his began Wiechers Mr Delft. of University Technical the at physics technical in graduated Wiechers Mr (1940), Chairman W.K. Wiechers 2010 2010 2013 2013 2012 2011
Current Supervisory Board members Supervisory term 1 1 3 2 3 3 Supervisory Board in 2007. in Board Supervisory the of as Vice-Chairman appointed was Baar Mr 2009. and 2005 in re-appointed 2001, in and Board Supervisory company’s the of as amember appointed was Baar Mr national. aDutch is Baar Mr 2000. 1990 to from NBM-Amstelland of Board Management the of Chairman was Baar Mr America. of States United the in abroad experience acquired also he Amstelland for working While example. for Group, Amstelland the at and Wijnen Van at positions management senior held He levels. various at administrative) and executive (both positions management different many hold to on went he worker, aconstruction as age ayoung at started Having sector. construction the in life working entire his almost spent has Baar Mr (1943), Baar A. Vice-Chairman re-appointed in 2006. in re-appointed being 2002 before in Board Supervisory the to appointed first was Abrahamsen Mr Vitens. of Board Supervisory the of TNT; of member Board Supervisory the of member Holdings; Pon of Board Supervisory the of member Rotterdam; of Port of Board Supervisory the of member Daniel; Fluor of Board Supervisory the of member Gemeenten; Nederlandse Bank of Board Supervisory the of member ANP; of Board Supervisory the of member Vermogensbeheer; Optimix of Board Supervisory the of Chairman offices: Other national. aDutch is Abrahamsen Mr 2001. in age retirement reached he until position that held He policy. financial for responsibility special with Directors, of Board the of amember as Airline Dutch Royal KLM the joined Abrahamsen 1994, Mr In &Trust Directorate. Management Asset General the and Directorate Clients Global General the for President Vice Executive Senior become had 1994,he in Bank Amro ABN left he time the By Amsterdam. in Nederland Bank Algemene the then was what 1989 In joined he world. financial the in life working his of most spent has Africa, South Johannesburg, in Nedbank at career his began who Abrahamsen, Mr America. of States United the in Wisconsin of University the at economics international studying ayear spent and economics in adegree with Rotterdam University Erasmus from graduated Abrahamsen Mr (1938) Abrahamsen R.J.N. 33 2009 From left: W.K. Wiechers, A. Baar, R.J.N. Abrahamsen, J.A. Dekker, H. Scheffers and vanW. Vonno. W. van VonnoW. (1941) Mr Vonno Van graduated as a physical sciences engineer in and he in1965 1968 was admitted to the Degree of Doctor of Technical Sciences, both qualifications being gained at the Technical University of Delft. Mr Vonno Van workedFrom to 1973, 1968 for Raadgevend Technisch Buro Heugten Van in Nijmegen. he worked to 1982 From 1973 for Bredero in Utrecht as operating company director and later as divisional director. Mr Vonno Van was Chairman of the Executive Board of Royal BAM Group from to 1 October1982 2005. Mr Vonno Van is a Dutch national. Other offices: Chairman of the Supervisory Board of DHV Group; Chairman of the Supervisory Board Nieuwpoort of Van Group; Chairman of the Supervisory Board of Publiek Belang Elektriciteitsproductie; member of the Supervisory Board of Bank voor de Bouwnijverheid; member of the Supervisory Board Boldrik of Van Group; member of the Supervisory Board of Convest; member of the Supervisory Board of Mammoet; member of the Supervisory Board Oord; of Van member of the Supervisory Board of Optimix Vermogens beheer; member of the Supervisory Board of Schiphol Area Development Company (SADC); consultant to CTP Products; arbitrator for the Stichting Raad van Arbitrage voor Metaalnijverheid en -Handel; member of the Board of Directors of NEN; member of the Board of Directors of Stichting Continuïteit ING Group; member of the Board of Directors of Stichting Preferente Aandelen Mediq; member of the Board of Directors of Stichting Bescherming memberTNT; of the Investment Committee of NPM Capital; Chairman of the Nomination Committee, Dockwise. Mr Vonno was Van appointed to the Supervisory Board in 2006.
H. Scheffers (1948) Mr Scheffers was trained as a chartered accountant. He was employed from 1974 until at Koninklijke 1993 Bunge where bv, he successively held the positions of internal auditor, European controller and President Northern Europe. He was subsequently employed as an Executive Board member at LeasePlan Corporation from until 1993 He joined1999. SHV Holdings in 1999, where he was CFO on the executive board until he retired in May 2007. Mr Scheffers is a Dutch national. Other offices: Chairman of the Supervisory Board of Aalberts Industries; member of the Supervisory Board of Flint Holding; member of the Supervisory Boardof Koninklijke Friesland Campina; member of the Supervisory Board of Wolters Kluwer; member of the Investment Committee of NPM Capital. Mr Scheffers was appointed to the Supervisory Board in 2009. re-appointed in 2004 and 2008. Supervisory Board in 2000 before being Mr Dekker was first appointed to the several positions as a consultant. positions in the healthcare sector and at Stichting Continuïteit KBW; several Continuïteit Ctac; Executive Board member Baak; Executive Board member at Stichting of Agens; Executive Board member at De Other offices: member of the Advisory Board Mr Dekker is a Dutch national. of Engineers in the Netherlands (KIVI NIRIA). is currently Chairman of the Royal Institute reached retirement age in 2003. Mr Dekker Board of TNO. He held that position until he Dekker became Chairman of the Executive position that he held Mr until In 1995 1995. Chairman of the Board of Directors, a joined the management of GTI Holding as subsidiary in Nigeria. Mr Dekker In 1981 Project Manager and General Manager of a production before becoming International where he worked in the area of research and Mr Dekker began his career in 1964 at AKZO engineering physics. University of Delft withdegree a in Mr Dekker graduated from the Technical J.A. Dekker (1939) 34 2009 member of the Board of Directors of the the of Directors of Board the of member Nederland; Bouwend of Directors of Board the of member (NABU); buitenland het in belangen met aannemers Nederlandse van Vereniging of Chairman offices: Other national. a Dutch is 1998. He since Group BAM Royal of Board Executive the of amember been has Vries De Mr Group. BAM Royal for Engineering Civil of director sector as appointment 1995 in his by followed Utiliteitsbouw, BAM of 1990 director in and director deputy appointed 1986 In was he director. branch and manager works manager, project as positions held he which after engineer, aplanning as BAM joined Vries De Mr 1977. in Delft of 1977 In University Technical the from engineering civil in adegree earn 1971. in to on course went He foundation architecture an completed Vries De Mr (1951), Vries de N.J. Vice-Chairman Wereldhave. of Board Supervisory the of member offices: Other national. aDutch is He 2005. in Board Executive the of chairman as appointed was Van Oosten 1995. Mr since Group BAM Royal of Board Executive the of amember been has Oosten 1992. in Van Mr followed Utiliteitsbouw BAM of director as appointment 1986. in His 1985 in director and Vastgoed BAM of director deputy appointed was He Manager. Implementation Project and Manager Works Manager, Project becoming before Engineer, a Planning 1976 in BAM as 1974. joined Van Oosten Mr in Delft of University Technical the from engineer acivil as graduated Van Oosten Mr (1948), Oosten Chairman J.A.P. van Executive Board members P.B. Brooks P.B. Brooks R.P. Wingerden van Ruis J. Rogers M.J. 2 1 Vries de N.J. Oosten van J.A.P. schedule Retirement main board of BAM Construct UK in 2001 2001 in UK Construct BAM of board main the to promoted 1995. in was He director 1989 in regional and director construction a 1981. in appointed was He management contracts into moved he engineer; planning was position initial 1979. in BAM Rogers’ Mr 1977, in joining before Construction Farrow joined then He company. construction Hertfordshire-based medium-sized a with career his started Rogers Mr (FICE). Engineers Civil of Institution the of a Fellow and (FCIOB) Building of Institute Chartered the of aFellow is He Building. of College Hertfordshire the at Studies Building in Diploma National a higher gained Rogers Mr (1955) Rogers M.J. Group]. Steering Technology [Delta Deltatechnologie Stuurgroep of member Ondergrond; en Bouw TNO of Board Advisory Strategic the of member Bouw; de voor Arbitrage van Raad Stichting of Directors of Board the of member Handelskamer; Nederlands-Duitse of Directors of Board the of member Nederland; Commerce of Chamber International Retired at 21 April 2009. 21 at April Retired period of four years. four of period a for re-appointed or appointed be will Board Executive the of members new onwards, 2004 From 2
(re)appointment 08.05.2007 21.04.2009 07.05.2008 07.05.2008 08.06.1995 28.05.1998 the Construction Industry]. Construction the in Innovation for [Platform Bouw platform Vernieuwings- the of member offices: Other national. aDutch is He 2008. since member Board Executive an been has Van Wingerden Mr 2005. in Woningbouw BAM of Board the of Chairman appointed being to prior 2002, in Utiliteitsbouw BAM at Director became subsequently and 2000, in Vastgoed en Bouw HBG of Director appointed was He elsewhere. and Netherlands the in companies operating for roles management (project) of avariety in worked 1988 subsequently in and surveyor project a as Group the 1988. joined in He Delft of University Technical the from engineer acivil as graduated Van Wingerden Mr (1961) MBA R.P. Wingerden van national. aDutch is He Officer). Financial (Chief 2004 since Board Executive Group’s BAM Royal on been has Ruis Mr positions. financial different of number a 1971 in held BAM has and joined Ruis Mr (1950) Ruis J. Council. Regional East South the of member Council; Construction CBI the of member offices: Other national. British a is He 2009. in Group BAM Royal of Board Executive the of amember became Rogers Mr Ltd. Nuttall BAM of CEO became he 2007 In 2002. in director managing became and and R.P. Wingerden. and van Ruis J. Rogers, M.J. Vries, de N.J. Oosten, van J.A.P. left: From of Date of appointment appointment of Four years Four years Four Four years Four Four years Four Unlimited Unlimited Period 1 35 2009 67 244 232 (3.9) (534) 27.2 50.0 2008 (58.1) (86.7) (95.5) 2008 3,795 1,205 3,826 8.835 161.9 252.5 428.9 233.4 (100.0) 66 824 207 260 (5.0) (476) 89.1 31.3 13.3 28.7 2009 2009 (55.3) (39.5) (52.8) 3,528 8.353 197.5 3,944 (102.7) (134.4) 1 million) 1 million) Taxes Taxes Minority interest Write-downs of tangibleand intangible fixed assets Finance expense Operating result before write-downs and impairments (x € (x Property Civil engineering Public-private partnerships Mechanical and electrical contracting Consultancy and engineering (x € (x Operating result The decrease in operating income at the construction sector is a consequence of residential construction in the Netherlands and the companies abroad. In the United Kingdom, thedecrease relates entirely to the decrease in the value of the British sterling; from an autonomous perspective, operating income increased by approximately 3 per cent. At property, the decrease relates predominantly to the Dutch market. The increase in operating income at the civil engineering sector occurs virtually across the entire Group. Operating income in the mechanical and electrical contracting sector relates entirely to the Netherlands. In the consultancy and engineering sector, the decrease in operating income is predominantly a consequence of shrinking markets in Central and Eastern Europe. Result The Group’s net result over both years can be broken down as follows: Construction Impairments Operating income can be divided over the sectors as follows: Result from associates Net result Finance income Less: intercompany sales Result before tax Report by the Executive Board Executive the Report by Result before tax and impairments 2009: million €81.5 (2008: €352.5 million). Profit margin before tax and impairments: per cent 1.0 (2008: 4.0 per cent). Impairments 2009 €94 million property and €40 million goodwill (2008: million €100 goodwill). receivableTax in relation to liquidation of old German project development activities €80 million. Net result for 2009: €31 million million). (2008: €162 Proposed dividend in cash per ordinary €0.10 share (2008: €0.50). Order billion book: (year-end €11.2 2008: billion). €13.1 • • • • • • • Course of business Royal BAM Group has had a difficult In nearly year. all markets, operating companies are facing shrinking volumes, intensifying competition and substantial pressure on pricing. This puts a strain on the results, turnover and order book. Various companies – both in the Netherlands and abroad – have adjusted their organisation to the changes in the market situation. of most conditions, market unfavourable the Considering the operating companies performed decently during 2009. With the exception of property activities in the Netherlands, the United Kingdom and Ireland, all sectors and all countries closed the 2009 financial year on a profit. Revenues The Group’s operatingincome in the 2009 financial year is €8,353 million, which is a decrease of approximately 5 per cent compared to 2008 (€8,835 million). Approximately half of the decrease relates to the negative currency development of the British sterling and the other half is almost entirely autonomous. Acquisition effects on operating income are limited. Financial results 36 2009 project development activities in Germany. in activities development project old the of liquidation the to regard with million €80 of receivable tax the to relates €162 This million). (2008: million €31 2009: in profit net positive a was there tax, before result negative the Despite course. due in profit Group’s the to contribute will companies property own its that confident be to continues BAM paid). (goodwill €100 million to amounted impairments 2008, In million). (€40 paid goodwill and combinations) business in which of million €24 million, (€94 property with associated positions to relate impairments The sector. this in recovery market about expectations adjusted of aconsequence as Netherlands the in sector property the at made were impairments 2009, In cent). 4per (2008: cent 1 per is above stated result the on based margin profit The sectors. other the by made contributions profit lower extent, alimited to and, sector Property the by incurred loss the of aconsequence predominantly is decrease The million). €352.5 (2008: €81.5 to million significantly decreased impairments, excluding tax, before Result
Table 8 Results by sector sector by Table 8Results 1 Result before tax before Result Result before tax and impairments and tax before Result Dredging activities Operational charge interest Group sectors Total for engineering Civil Property Construction (x € Impairments goodwill Impairments engineering and Consultancy Group overhead Group Impairments property Impairments Eliminations Eliminations Public-private partnerships Public-private Mechanical and electrical engineering electrical and Mechanical Interest charges adjusted to take into account the restructuring of the AM financing facility. financing AM the of restructuring the account into take to adjusted charges Interest 1 million) 1 1 Result (132.3) 114.2 (94.3) (36.5) (52.8) (40.0) 54.2 81.5 27.3 89.1 11.2 77.7 11.6 (2.3) (1.6) however, the order book decreased. book order the however, perspective, absolute an from cent); (83 per 2008 year-end at situation the to equal virtually is percentage This 2010 portfolio. in for held is income operating forecast the of cent per 80 approximately Consequently, years. subsequent in 2010 in billion €4.9 out and carried be will billion €6.3 that expected is it book, order total the Of years. coming the for forecasts revenue lower the with line in is Netherlands the in construction residential and sector property the in drop The International. BAM and Netherlands the in construction residential Kingdom, United the in construction non-residential sector, Property the in adrop from primarily stemming book order €13.1 the in 2008: drop The (year-end billion). 2009 €11.2 31 at as December billion approximately to 2009, in 15 percent almost dropped book order The book Order sectors. the on information detailed more for report annual this of sections relevant the to refer Please 2009. in results positive realise sectors all property, of exception the With income. operating with comparison in results represent percentages The sectors. various the over tax before results of division the reflects Table 8below sectors of Results 9.0 2009 % 17.0% turnover 2.2% 2.9% 3.5% 5.6% 1.0% neg. 1.1% (100.0) Result 252.5 309.8 352.5 144.7 139.2 387.5 (63.3) (63.3) (14.4) 42.7 12.2 19.4 28.1 47.4 47.4 (3.5) – 2008 % turnover 29.1% 12.1% 4.0% 5.0% 4.4% 3.7% 3.8% 3.9% 37 2009
At year-end 2009, operating capital(excluding cash and cash equivalents and current bank loans) amounts to €71 million, which is significantly less than at year-end 2008 million).(€527 The decrease is a consequence of improved operating capital management, particularly the financing positions on works. In addition, there is a downward effect following the impairments of property positions. Interest-bearing borrowings million amount to €2,107 at year-end million). The 2009 overall (2008: €2,130 position remained virtually unchanged, but in the position itself, non recourse project financing increased (particularly with regard to PPP) and recourse financing decreased. Non recourse PPP financing and non recourse project million financing (2008: amount to €1,174 €1,048 million) and recourse financing amounts to €933 million million). (2008: €1,082 In the first half year of 2009, the Group completed the acquisition of the remaining 49 per cent interest in AM and added financing AM’s facilities to the facilities at Group level, in line with the Group’s financing structure and agreements made with banks. Including these changes, the drawn down recourse financing at year-end 2009 consists of project financing (€302 million), the subordinated loan (€200 million) and the bank loan (€360 million). In addition, there is a senior facility of €550 million; this facility was not drawn at December31 2009. In 2009, the Group complied with the covenants agreed upon with financiers. The net debt position, the balance of interest-bearing borrowings and cash and cash equivalents decreased to million€1,388 in 2009 (year-end million). 2008: €1,479 The decrease is predominantly a consequence of the increase in liquidities mentioned above. Excluding non recourse financing, therecourse net debt position, which is used in the ratios of bank covenants, million is €212 at year-end 2009 million). (2008: €431 Solvency Equity attributableto shareholders increased by €28 million in 2009, to €875 million (2008: €847 million). The movements in equity comprise the net result for 2009 million), (€31 the distributed 2008 dividend (€68 million) and the positive effects of exchange rate differences (€36 million, increase in value of British sterling) and of hedge accounting (€28 million). The capital base (equity and subordinated loans) is million€1,077 December at 31 2009, compared to million€1,098 at year-end 2008. Result per ordinary share Compared to last the year, average number of outstanding ordinary shares in 2009 increased by more than 1 per cent, million million to 135.2 (2008: 133.8 shares). The increase is consequence a ofthe conversion, predominantly in 2008, of convertible preference shares into ordinary shares. Currently, approximately 0.35 million convertible preference shares are remaining. In determining the average number of ordinary shares entitled to profits, the shares issued due to conversion count on a time- weighted basis. The net result to be allocated to holders of ordinary shares million). million is €31.3 This comes (2008: €161.9 to earnings per share to the amount of €0.23 (2008: When taking€1.21). into account a full conversion of the convertible financing preference shares, the net result per ordinary share is €0.23 (2008: €1.20). Dividend policy and proposed dividendfor 2009 Royal BAM Group endeavours to achieve a dividend distribution on ordinary shares of between 30 percent and 50 percent of the net profit. The proposal to the General Meeting of Shareholders, to be held April on 21 in Amsterdam,2010 is to declare a cash dividend for per ordinary2009 of €0.10 share (2008: €0.50). The proposal corresponds to a payout of 43.2 percent based on the net result million of €31.3 for 2009 (2008: percent41.8 of the million). net result € 161.9 A dividend for 2009 will be proposed of €0.37086 in cash on the convertible cumulative preference shares and €0.38346 in cash on the non-convertible cumulative preference shares. In 2009, this dividend was directly charged to results, as a finance expense. Based on the average number of outstanding preference shares in the year under review, this finance expense amounts to approximately million. € 0.1 Financial position Despite the low results, there was a significant increase in net liquidities and (cash cash equivalents minus bank loans) in million 2009, to €715 at year-end 2009 (year-end million). The 2008: increase € 510 is predominantly a consequence of improved operating management. capital A proportion of cash and cash equivalents at year-end relates to the Group’s share in cash and cash equivalents of building consortia and other business combinations of million€190 (2008: €226 million). 38 2009 underwriting agreement underwriting on usual conditions. an on based prospectus, the of publication of time the at institutions financial by guaranteed be will issue rights The meeting. general the of approval the after issue rights the with connection in prospectus a publish and prepare 2010. will 21 on April BAM held be to shareholders of meeting general the at approval for shareholders the to submitted be will issue rights The commitment. underwriting avolume of means by issue rights proposed the support Rabobank and ING future. near the in group banking its with arrangement an to come will it that expects company The conditions. modified these to committed 2013/2014. already have Rabobank and ING to year one by facilities the of extension the and pattern seasonal the to covenants the of adjustment including facilities, bank committed existing for conditions the of some modify to syndicate banking its with negotiate will BAM flexibility, financial its improve To further projects. PPP the in interests its finance to issue share the from revenue net the of part asignificant use to expects BAM Group. the of bids prospective and active of number large the from evident also is that adevelopment climate, economic present the in contracts PPP for demand the in increase an identified has BAM ppp-market. the in position its increase further to able be to equity its reinforce to important also it finds BAM partner. financial astrong value clients more and More flexibility. financial greater company the give to and position equity BAM’s reinforce to used be will issue share the by generated revenue net The rights. negotiable of issue an through shares ordinary shareholders existing its offering by million, €250 around of asum by position equity its reinforce to plans BAM position equity of Reinforcement 15of cent. per limit lower the above 19.8 cent), well 2008: per (year-end 2009 year-end at cent 20.4per is solvency recourse the covenants, bank with 17.8 accordance In cent). per 2008: 19.6(year-end is cent PPP, per solvency Excluding cent). 16.3 per 2008: (year-end 15.8 cent per is base capital the on based solvency 2009, year-end At AM. in interest cent 49per the of acquisition the of aconsequence as 2009 in base capital the on effect adownward was there above, mentioned equity in movements the to addition In
in 2007.in accommodated were SPVs operational four which in venture, joint this in interest an has longer no Group the disposal, the of DIF. aconsequence with As venture joint the in interest cent per 50 remaining Group’s the of disposal the of aconsequence as (€104 million) adecrease is there hand, other the On sterling. British the to relation in € 31 of million differences rate exchange and loans) repaid minus granted (new loans activities PPP ongoing of progress the to relates which (€150 million) increase an is there hand, one the On million). €429 (2008: million €507 to 2009, in million €78 by increased sheet balance the on receivables PPP million). (€40 impairment goodwill the and million) €221 to €51 million (by concessions PPP in invested amount the in increase the comprises increase The million). €802 (2008: €818to million increased assets fixed intangible of amount carrying The million). (€86 year last than higher slightly is (€93 million) 2009 in equipment and plant property, of Depreciation million). (€90 2008 of level the below slightly is which million, €83 to amount 2009 in investments Net million). €430 (2008: million €426 to slightly, decreased equipment and plant property, of amount carrying The positions sheet (other) of balance Development issue. rights the in participate to able be not may and rights the sell or buy accept, to able be not may shareholders certain result, a As apply. may restrictions legal jurisdictions, certain In mid-2010. by issue rights proposed the finalise to hopes BAM approval, its given has meeting general the Once BAM. of website the on available be event any in will prospectus The Markets. Financial the for authority Netherlands the by approved be to needs prospectus The 39 2009 The net position (gross minus financing) is €909 million at year-end 2009 (2008: €967 million). Employee benefit obligations, after deduction of obligations with regard to pension rights, decreased by million,€16 to €57 million (2008: €73 million). The decrease relates predominantly to contributions to the company pension funds. The balance sheet item provisions decreased slightly, to million million),€152 predominantly (2008: €158 as a consequence of the decrease (€22 million) in rental guarantees and other provisions. In contrast, the provisions for warranties and reorganisation costs increased million). (€16 The balance of deferred tax assets and liabilities on the balance sheet changed, by an amount of €75 million, froma liability (2008: €25 million) into an asset (2009: €50 million). The change relates predominantly to the tax receivable (€80 million) in relation to the liquidation of the old German property activities. The intangible and financial fixed assets mentioned above (including their current proportions) related to PPP contracts amount to €728 million in total at year-end 2009 (2008: €600 million). The related non recourse PPP loans increased in a comparable manner and amount to €670 million at year-end 2009 (2008: €558 million). Including the non-consolidated interest in PPP contracts, the Group’s net investment at year-end 2009 is million€61 (2008: €69 million). In addition to this, the Group has net capital expenditure commitments to the amount million of €128 at year-end 2009 (2008: million). The Group €110 currently holds PPP 27 contracts in portfolio, of which (2008: are 18) operational. 15 The carrying value of associates increased million, by €12 millionto €196 million), (2008: € 184 following a higher carrying value of the participating interest in the dredging company Oord. Van With regard to construction contracts, the Group’s ongoing projects on the balance sheet million total €617 at year-end 2009 million). (2008: €451 The balance consists of million (2008:€1,074 €941 million) payable to clients and €458 million (2008: €490 million) receivable from clients. Gross investments in property development amount to million at year-end million).€1,714 2009 (2008: €1,785 The decrease relates predominantly to impairments of €70 million made in 2009. The gross position comprises land and building rights million of €813 (2008: €872 million) and property positions of €901 million million). (2008: €913 Project financing raised for property development is € 806 million at year-end 2009 (2008: €757 million). Of this amount, € 503 million relates to non recourse financing (2008: €490 million) and €302 million to recourse financing (2008: €268 million). Only the relevant property positions represent a security for non recourse financing; (limited) additional security is provided for recourse project financing. VISUALCentre for Contemporary Art and the George Bernard Shaw Theatre, (Ireland). Carlow Building. BAM 40 2009 27 November 2008 that it intended to exercise its its exercise to intended it that 2008 27 November on announced already had Group The 2009. 20 March on AM developer property in interest 49percent remaining the of acquisition its completed Group BAM Royal nv AM Szeged. and Budapest in offices across spread employees 60 around with 2008, in million €4 approximately of turnover a recorded Hungary EC, Tebodin Hungary. in company Tebodin the owns fully now Tebodin that means This KON-IN. from Hungary, EC, Tebodin in interest one-third remaining the acquired Tebodin 2009 4February On EC, Hungary Tebodin management. and lighting conditioning, air security, communication, as such purposes for systems building (IP-)integrated with systems user and equipment related building- of integration high-end the in leader market a now is Techniek BAM that means acquisition The organisation. Techniek’s BAM within unit business separate a is Digacom 25 employees. approximately has and 2002 in up set was company The million. €6 approximately to amounts turnover annual Digacom’s Netherlands. the in Vennep Nieuw in based is bv, which Digacom company ICT specialist the in shares the of all acquire to agreement reached Techniek BAM 2009 January 30 On bv Digacom Acquisitions • • aware: are they as far so in that, declares Board Executive the of member each (Wft), Supervision Financial on Act 25c(2)(c) Dutch the of Article and Code 2:101(2) Civil Article Netherlands the of under obligations statutory their with accordance In declaration Wft risks facing the issuing institution. issuing the facing risks statements, and the the and statements, financial company’s parent the in included been have which of data the company, parent the with associated companies the at and company parent the at year financial 2009 the during business of course the and 2009 31 on December situation the of view fair and atrue provides report annual the and companies; consolidated the and company parent the both of profit and position financial liabilities, assets, the of view fair and atrue provide statements financial the annual report describes the main main the describes report annual and industrial and environmental sectors. environmental and industrial and infrastructure, and water gas, and oil the in Emirates Arab United the and Qatar Oman, Bahrain, in branches from operates and 800 than more of aworkforce has company The 1974 in Dhabi. Abu in established was East Middle Tebodin Gulf. the in organisation East Middle Tebodin the to addition avaluable is and sectors chemical and gas oil, local the on concentrates LLC APIC Tebodin company. new the in interest percent a50 owns organisation Each Arabia. Saudi of Kingdom the in Jeddah in office registered its with LLC, APIC Tebodin consultancy engineering the up set jointly LLC APIC company Arabian Saudi the and Tebodin 2009, 24 June On LLC APIC Tebodin Netherlands’ telecommunications networks. the throughout technology optic fibre of spread further expected the to aview with especially sector, telecom the in position Infratechniek’s BAM strengthened –has Infratechniek BAM within unit business separate a now are –which companies Ravesteyn the Acquiring 180 people. approximately employs Ravesteyn turnover. that from result agood achieves also and million €40 approximately of turnover annual an posts Ravesteyn crossings. water and road for including cables, coaxial and technology optic fibre involving activities incorporate to services its expanded subsequently Ravesteyn Telecom. PTT then the for connections telephone maintained and installed and cables copper welded that 1977 in acompany as established was Ravesteyn (Netherlands). Lopik in companies Ravesteyn the in shares the of acquisition regarding 2009 8April on agreement reached Infratechniek BAM Ravesteyn Group. the for consequences further no has shares these of transfer the that means which onwards, 2006 from consolidated fully been has Holding Terra Amstel 2009. of part for and year financial 2008 the for due still dividend any excluding million, €49 was time the at interest 49percent the for agreed price The investors. of aconsortium by owned were shares remaining The Holding. Terra Amstel via AM in stake a51 percent held already BAM AM. acquire fully to order in 2009 1February of as buy to right agreed previously 41 2009 The risk section in the annual report contains a statement by the Executive Board on the risks of financial reporting, as referred to in provision of II.1.5 the Code. The Executive Board is subject to a set of rules approved by the Supervisory Board, laying down the details of how the Executive Board operates and its relationship with the Supervisory Board, the shareholders and the Central Works Council. The Executive Board rules have been published on the company’s website. The company operates a code of conduct and a whistleblowers’ scheme, both of which are published on the company’s website. The company’s Executive Board consists of four or five members, which is a number that the Supervisory Board considers appropriate in today’s circumstances, especially given the size and international nature of the Group. The Supervisory Board appoints members of the Executive Board. The Supervisory Board notifies the General Meeting of Shareholders of its intended appointments to the Executive Board. The Supervisory Board nominates one of the members of the Executive Board as Chairman and another as Vice-Chairman. AprilOn 21 2009, the General Meeting of Shareholders voted in favour of voluntary application of the mitigated two-tier regime. As a result, after the company’s Articles of Association have been amended, members of the Executive Board will be appointed by the General Meeting of Shareholders. The Executive Board and the Supervisory Board will present a proposal to amend the company’s Articles of Association – incorporating the related to the company’s strategy, the organisation and operation of internal risk management and control systems in relation to the principal risks during the financial year and any significant shortcomings in the internal risk management and control systems that were identified during the financial any significant year, changes that weremade and any significant improvements that are planned. The Group has implemented general risk-management measures in the form of internal procedures and instructions. Besides general measures, the Group has also implemented specific measures focused primarily on risks relating to market, reputation, safety, projects, currency, credit, debtors, interest and liquidity positions. These risks are discussed in greater detail on page and 53 of the annual report,page 115 along with the risk management measures that the Group has taken. The Supervisory Board and the Executive Board are responsible for the company’s corporate governance structure and for compliance with that structure. The main lines of this corporate governance structure are explained every year in the annual report. The Supervisory Board and the Executive Board subscribe to the principles and best practice provisions of the Dutch Corporate Governance Code (hereafter ‘the Code’). The Supervisory Board and the Executive Board have a qualifying comment in respect of one of the provisions of the Code, and best practice provisions (performanceII.2.13 criteria, variable remuneration) and II.2.8 (maximum severance payment) are not applied in full. See also the further details given below regarding the company’s compliance with and implementation of the Dutch Corporate Governance Code. The full text of the Code can be found at www.commissiecorporategovernance.nl. Executive Board The Supervisory Board and the Executive Board share the premise of the code that the Executive Board, apart from looking after the day-to-day management of the company, is also responsible for formulating and achieving corporate objectives, for corporate strategy with its associated risk profile and for corporate social responsibility. The Executive Board accounts for its activities to the Supervisory Board and to the General Meeting of Shareholders. In performing its duties, the Executive Board is guided by the interests of the company and the related enterprise, weighing the justifiable interests of the various stakeholders against each other. The best Code’s practice provisions evolving fromthis premise are supported. The members of the Executive Board jointly manage the company and are jointly and severally liable for that management. Subject to the approval of the Supervisory Board, the members of the Executive Board share out their activities. The Chairman manages the Executive Board. The Chief Financial Officer is specifically (CFO) charged with financial tasks. The Chairman and other members of the Executive Board manage the companies that are entrusted to their supervision. The Executive Board ensures proper provision of information to the Supervisory Board. In the annual report, the Executive Board describes the principal risks Corporate governance Corporate 42 2009 the remuneration for members of the Executive Board is is Board Executive the of members for remuneration the of portion variable the determining when premise The committee. remuneration the by recommendation a on based policy, remuneration the of framework the within Board Executive the of members the of remuneration the determines Board Supervisory The website. company’s the on published also is and report annual the in included is report remuneration the Board, Supervisory the by report the of part As years. financial subsequent the and year financial coming the for shareholders the by adopted policy remuneration the of summary a and elements, various its into subdivided Board, Executive the of members the of remuneration total the of details contains year. also It financial the during practice in followed been has policy remuneration the which in manner the confirms report remuneration The Committee. Remuneration the by prepared also is which report, remuneration annual an compiles also Board Supervisory The Shareholders. of Meeting General the at approval for forward put is policy remuneration This policy. remuneration company’s the –regarding Committee Remuneration the by –prepared aproposal up draws Board Supervisory The supported. are details these of disclosure the as well as package remuneration the of composition the and Board Executive the of members to payable remuneration the of amount the to relating Code’s provisions The Code. the with accordance in website, company’s the on published are Board Executive the of members with contracts employment the of elements main The Group. the outside from Board Executive the join who members new with concluded is employment of contract Afour-year time. of period indefinite an for are Board Executive the of members of employment of contracts The period. indefinite an for is appointment their honoured; be will effect into came Code the before appointed were who Board Executive the of members with agreements contractual The years. four of period afurther for re-appointed be can Board Executive the of Members appointed. were they which in year the after year fourth the in held be to Shareholders of Meeting General Annual first the of conclusion the after retire They years. four of period amaximum for appointed are Board Executive the of members Code, the to Pursuant 2010. 21 on April approval for Shareholders of Meeting General the –to Board Executive the of members appointing for procedure also applies with regard to members of the Executive Executive the of members to regard with applies also agreements current to relation in above stated is What pay. severance of level the determining when account into Group the within accumulated rights take to right the reserves company the company, the within from comes Board Executive the of member new the If salary. annual the twice of amaximum unreasonable, clearly is or, this if salary year’s one of amaximum is appointment of term first the of expiry the after or during dismissed are they if Board Executive the of members for payment The Code. the of introduction the since Board Executive the of members with agreements employment the into incorporated been all have matters These resort. a last as powers these use only would Board Supervisory The outcome. unintended or unreasonable an have would amendment without award the applying opinion, its if, in criteria performance quantified by remuneration variable the of awards conditional existing the amend to power the has also Board Supervisory The incorrect (financial) information. (financial) incorrect of basis the on adirector to paid remuneration variable the of) (any part reclaim to entitled is company the and accordingly remuneration variable the adjust can Board Supervisory the data, (financial) inaccurate of basis the on awarded is remuneration variable the where cases In hand. other the on competition the to advantage an give may that information revealing not and hand one the on transparency between balance aproper for report, remuneration the in stated be to remuneration variable on information the in strives, company The criterion. performance particular a being term short the as well as term long the in growth profit with margin, profit the of improvement further to given be must priority that feels Board Supervisory the set, are indicators these When objectives. Group’s the to relevant are which indicators financial non- and financial considers so doing in and Group, the within ratios remuneration account into taking analyses, scenario of basis the on remuneration this of structure and level the determines Board Supervisory The remuneration. directors’ the for consequences the and components remuneration variable the of results possible the analyses Board Supervisory The focus. long-term and short-term between balance responsible a with influenced, be can that and assessable are that objectives predefined to linked be should it that 43 2009 The agenda for Supervisory Board meetings also includes subjects such as major investments (both as regards acquisitions and disposals and as regards fixed assets), human resources,corporate social responsibility, the relationship with shareholders, the dividend proposal, quarterly and half yearly reports, the auditor’s report, the external auditor’s management letter and follow-ups to that management letter, setting the operational plan with the operational and financial goals for the following financial year once (set anda year), approval of the strategic plan and the related parameter conditions (every third At least year). once the a year, Supervisory Board discusses the strategy and the principal risks connected to the business, the Executive Board’s assessment of the organisation and operation of the internal risk management and control systems, as well as any significant changes to those systems. A statement that these discussions took place is included in the report by the Supervisory Board. The Supervisory Board is subject to a set of rules laying down the details of how it operates and its relationship with the Executive Board, the shareholders and the Central Works Council. The Supervisory Board’s rules can be found on the company’s website. The Supervisory Board consists of six or seven members, which is a number that the Supervisory Board considers appropriate in today’s circumstances, especially given the size and international nature of the Group. The company is obliged by law to operate the two-tier regime. The members of the Supervisory Board are appointed by the General Meeting of Shareholders on the recommendation of the Executive Board, that recommendationbeing made on the basis ofthe profile. The Board discusses the profile when it is first drawn up in the(and event of any changes) with the General Meeting of Shareholders and with the Works Council. The General Meeting of Shareholders and the Works Council are entitled to recommend candidates for inclusion in the proposal made by the Supervisory Board. The General Meeting of Shareholders can reject the candidates put forward by the Supervisory Board, in which case the Supervisory Board must draw up a new list of proposed candidates. The Works Council has an extended right of recommendation in respect of one third of the membership of the Supervisory Board. If the Supervisory Board rejects the recommended candidate Board who were appointed before the Code came into effect. The company believes that existingrights should be respected. The company does not have any share or options plans, and there is no intention to introduce such plans. If the company ever decided to introduce them, the Code’s recommendations would be followed. Principle and best-practice provisions relating to conflicts of interest are supported. Any form or appearance of conflicting interests between the company and members of the Executive Board must be avoided. Decisions to enter into transactions that involve conflicts of interest between the members of the Executive Board and that are of material importance to the company and/or the Executive Board member in question must be approved by the Supervisory Board. The Executive Board’s rules set out in detail what action should be taken in the event of possible conflicts of interest. These rules govern such matters as what situations might constitute conflicts of interest, the manner in which members of the Executive Board are to report conflicts of interest, the impartiality of the Executive Board member concerned in relevant decisions and the approval procedure of the Supervisory Board. Supervisory Board The duty of the Supervisory Board is to exercise supervision of the Executive Board’s policies and the general affairs of the company and the related enterprise. The role of the Supervisory Board is also to advise the Executive Board. The Supervisory Board, too, is guided by the interests of the company and the related enterprise, weighing the justifiable interests of the various stakeholders against each other. In such cases, the Supervisory Board also considers corporate social responsibility. The principles and best-practice provisions relating to the Supervisory Board are supported. At its periodic meetings with the Executive Board, the Supervisory Board discusses a number of subjects, including the general state of affairs order (e.g. book, major tenders, special projects, problem areas, major claims and legal proceedings) and financial reporting based on the operational plan for the year in question (quarterly reports, balance sheet, profit and loss account, cash and cash equivalents, capital investment and warranties). 44 2009 profile in terms of gender. gender. of terms in profile amended the with line into Board the of composition the bring to come, to years the in endeavour, will Board Supervisory The diversity. desired the reflect fully yet not does Board the of composition current The large. at society concerning and dimension asocial with issues to relating expertise and companies international preferably large, of management the in experience industry, construction the of knowledge business, of understanding broad-based ageneral, are composition its to Board the by applied criteria specific Other, advice. unsolicited and solicited Board Executive the give to able be must they and Association of Articles company’s the by and law by specified as Board Supervisory the of tasks the out carry must Board Supervisory the of members The Board. Executive the of members the and Board Supervisory the of members other the to regard with manner independent and acritical in behaving of and policy overall the of aspects main the assessing of capable be must member Each company. construction multinational alarge in well perform to needed experience the have must Board Supervisory the of members The profile. this with line in and balanced be must Board Supervisory the of composition The website. company’s the on published also is it and office company’s the at examine to shareholders for available is profile This 2009. 21 on April Shareholders of Meeting General the at shareholders the with discussed was which aprofile, created has Board Supervisory The Code. the with line in also is which Board, the of member one from apart Code, the of meaning the within independent being as qualify Board Supervisory the of members current the of all that out pointed be III.2.1, should it provision practice best in detailed as Directors, Supervisory of independence the to relation In remuneration. members’ Board Supervisory the determines Shareholders of Meeting General The opinion. its give to opportunity the had has Council Works the once Board Supervisory entire the dismiss may Shareholders of Meeting General The it. reject still may Shareholders of Meeting General the recommendation, Council’s Works the adopts Board Supervisory the If aruling. for Appeal of Court Amsterdam the of Chamber Enterprise the to submitted is matter the then agreement, reach to fail Council Works the and Board Supervisory the If recommendation. anew makes Council Works the and other each with consult Council Works the and Board the candidates or Board. Supervisory the to meetings their all of reports submit committees The committees. the by out carried work preparatory the for and tasks its performs it which in way the for responsible remains whole a as Board Supervisory The activities. those regarding decisions Board’s Supervisory the prepare to and responsibility committees’ the are that activities the concerning Board Supervisory the advise and support to committees the of task the is It Code. the of provisions relevant the with line in are committees these of role and composition The website. company’s the on found be can committees these of composition the and rules The Committee. Appointments and aSelection and Committee Remuneration a Committee, Audit an namely committees, permanent three has Board Supervisory The Board. Supervisory the for managers company operating by presentations and companies Group’s operating the to visits working arranging by met be also will provision This III.3.3. provision in to referred as time first the for Board Supervisory the to appointed directors for programme introduction an provide will company The entity. legal alarge at disciplines accounting and finance the both in experience with expert afinancial members its among has Board The demands. occasion the as place chairman’s the in act to vice-chairman be to another and chairman, be to members its of one appoints Board Supervisory The • • • • • • • • • • include: assessments Committee’s Audit The the financial and administrative organisation. administrative and financial the and financing; Group ICT; of application the planning; tax of respect in policy conduct; of code own its with and regulations and laws with compliance monitors company the which through process the auditor; external the with relationship the plan; audit the and process audit the auditor; external the from comments to follow-up and recommendations with compliance generated; is information this which through process the and figures quarterly the statements, financial the including part, company’s the on information financial of provision the systems; control and management risk internal the of operation the 45 2009 Supervisory Board and members of the Executive Board, if those shares are issued by other companies. These rules are included in the BAM rules on ownership of and transactions in shares. If the transactions are not undertaken by an independent third party, members of the Supervisory Board and of the Executive Board report their ownership of and transactions in shares issued by listed companies established in the Netherlands which operate in sectors where the Group operates, or associated sectors. This includes companies operating as subcontractors, advisers or suppliers in the construction industry in the broad sense. Shareholders The Group supports the principles and best practice provisions in Chapter IV of the Code with regard to the shareholders and the General Meeting of Shareholders. As a large company with a two-tier board, best-practice (restrictionprovision of the right to make IV.1.1 binding recommendations for appointments to the Executive Board or Supervisory Board) does not affect Royal BAM Group. Principle and IV.2 the ensuing best-practice provisions concern the issue of depositary receipts for shares. No depositary receipts of shares in the company have been issued with the company’s co-operation. Royal BAM Group does not have any provisions limiting voting rights. One vote may be cast for every share held. The company’s capital consists of ordinary shares, Class F preference shares and Class B preference shares (not issued at present). The ordinary and the Class F preference shares are listed on Euronext in Amsterdam. Ordinary share options are also traded on the Amsterdam option exchange of Euronext.liffe. The Supervisory Board and the Executive Board believe it to be very important that as many shareholders as possible take part in the decision making process in shareholders’ meetings. The company’s Articles of Association allow for a registration period to be set, thus reducing the period of time in which shareholders do not have their shares at their disposal. The Executive Board applies this option. Notices convening shareholders’ meetings, agendas and documentation to be discussed are generally published approximately thirty days prior to the meeting, and placed on the company’s website. A shorter period may be applied for Extraordinary Meetings of Shareholders. The website also holds an
selection criteria and appointment procedures with regard to members of the Supervisory Board and members of the Executive Board; the size and composition of the Supervisory Board and the Executive Board and a profile of the Supervisory Board; assessment of the performance of individual members of the Supervisory Board and members of the Executive Board; (re-)appointment of members of the Supervisory Board and members of the Executive Board; an Executive Board member’s acceptance of membership of the Supervisory Board of another listed company; possible conflicts of interest arising in connection with the acceptance of other positions by members of the Supervisory Board. The company has prepared rules as regards ownership of and transactions in shares by members of the Principle and best-practice provisions relating to conflicts of interest are supported. The matters set out above in connection with the Executive Board apply equally to the members of the Supervisory Board. The Supervisory Board rules set out in detail what action should be taken in the event of possible conflicts of interest. The Audit Committee also assesses whether the Group needs an internal auditor and makes a recommendation accordingly to the Supervisory Board. One of the tasks of the Remuneration Committee is to make proposals to the Supervisory Board with regard to company remuneration policy, as well as the remuneration structure, the level of remuneration and the terms and conditions of employment of members of the Executive Board and the remuneration of the members of the SupervisoryBoard. The Committee also consults the Chairman of the Executive Board about the policy on terms and conditions of employment for operating company managers and executives of equivalent rank. The Remuneration Committee also proposes a remuneration report on the way in which remuneration policy has been implemented in practice. One of the tasks of theSelection and Appointments Committee is to make proposals to the Supervisory Board with regard to: • • • • • • The Committee also monitors the Executive Board’s policyonselection criteria and appointment procedures for senior management. 46 2009 balance sheet, the Executive Board will publicly publicly will Board Executive the sheet, balance consolidated the in recognised assets the of amount the of athird least at worth is bid that and interest, aparticipating or business the of part for announced been has bid private a serious that event the In sheet. balance consolidated the in recognised assets the of amount the of athird least at worth interest aparticipating of disposing or acquiring and company the on effect asignificant have that partnerships long-term into entry business, the of ownership of transfer near-entire or entire the including business, the or company the of nature or identity the in changes important any concerning decisions for required is Shareholders of Meeting General the from approval Prior meeting. the at company the by answered be then will which meeting, the to prior company the to questions any submit to shareholders invites company The itself. meeting the at electronically place takes voting arule, As meeting. the of advance in voting of possibility the shareholders offers also company The place. takes meeting the before party third independent an to instructions, voting with attorney, of apower issue to opportunity the shareholders its offers company The electronically. aproxy give to option their of advised also are Shareholders electronically. available also are forms these that and obtained be can forms instruction voting that ensures and proxy, by vote to option their use to shareholders invites company the convened, are meetings shareholders’ When views. their note can company the that so attend, to unable are they that meetings in heard be to voice their allowing for mechanism agood with shareholders provide to continues proxy by voting addition, In properly. work will communication of means these that certainty of degree the on greatly depends therefore communication of means electronic of use The procedure. ameticulous require will meetings such at votes cast and meetings their in part take shareholders which in manner the that considers company The Association. of Articles the into media communication electronic using for law by offered facilities the incorporated has company The present. physically being without meetings such at votes their cast to and shareholders of meetings in participate to shareholders enables media communication electronic of use the promote to Act The participation. shareholder increasing in arole play also proxy by voting and voting Remote meeting. the to prior company the by received proxy by cast votes the of item, agenda by down broken list, anonymous items are for discussion and which items will be put to avote. to put be will items which and discussion for are items agenda the of which state will meetings shareholders’ for agenda The information. relevant all including explanation awritten by accompanied be will Shareholders of Meeting General the by authorisation or approval for A proposal the shareholders. the to separately put is authorisation an such of granting the for request Every Association. of Articles the and law the by imposed limitations the within company, the in shares repurchase to months eighteen of a period for Board Executive the authorise to year each asked also is Meeting Shareholders’ The options. share ordinary of issuing the limit or exclude to and shares issued to rights pre-emptive limit or exclude –to Board Supervisory the of approval the to –subject asked also is Shareholders of Meeting General The companies. operating by or company the by acquisitions and mergers for exclusively used be may 10 percent additional which 10 percent, additional an plus capital, issued the of 10to percent shares Fpreference Class and shares ordinary of respect in scope in limited also is It months. eighteen of period a to time in limited is authorisation This options. share or shares issue –to Board Supervisory the of approval the to – subject Board Executive the authorise to year each asked is Shareholders of Meeting General The meeting. ashareholders’ call to entitled are capital issued company’s the of 10 percent least at represent who shareholders addition, In interest. company aweighty to counter be would so doing if agenda the on item an put to refuse only may Board Executive the and Board Supervisory The meeting. the of date the before days sixty least at effect that to request a receives company the that condition the to subject Shareholders of Meeting General the of agenda the on items place can million €50 worth (ii) shares or capital issued the of (i) 1percent least at represent jointly or own their on who Shareholders meetings. shareholders’ of agenda the on items put to entitled are Shareholders Meeting. General the to separately submitted be each will Association of Articles the to amendments Material Board. Supervisory the of approval the with Board Executive the by aproposal to response in votes, of majority asimple by Shareholders of Meeting General the by adopted be may Association of Articles company’s the amend to Resolutions possible. as soon as reasons, its with together bid, the of respect in standpoint its announce 47 2009 The company does not review analysts’ reports or valuations by analysts in advance, nor add comments or correct them, except for matters of fact. The company does not pay any fees to any parties for carrying out investigations for analysts’ reports, nor for writing or publishing such reports, with the exception of credit rating firms. As a rule, the Chairman of the Executive Board and/or the Chief Financial Officer from the Executive Board, with the assistance of the investor relations manager or the public relations director, will speakto investors, analysts or the press. These directors and officers are fully up to date regarding all relevant information – whether or not it is already known on the market – and they ensure that the information is provided in a clear and unambiguous manner. Should any price-sensitive information be provided by mistake during any contact with shareholders, investors, analysts or the press, a press release will be issued immediately. The company has a general policy on bilateral contacts with shareholders, investors, analysts and the press. This policy has been published on the company’s website. The Executive Board can invoke a response period as specified in provision of the Code. The II.1.9 Supervisory Board will be involved closely and in good time in the process concerning any offer for shares in the company, and the Executive Board and the Supervisory Board will immediately discuss any request from a competing Reports of shareholders’ meetings are provided to shareholders, as stipulated in the Code. Within fifteen calendar days after each shareholders’ meeting, the results of the votes, broken down by agenda item, are published on the company’s website. As regards the provision of information as stated in Principle of the IV.3 Code, the Supervisory Board and the Executive Board endorse the importance of providing transparent and equal information. The company endeavours to do so, subject to exceptions under the law. All press and analysts’ meetings in connection with the publication of financial statements and half-yearly figures are accessible to everyone via the Internet. Anyone can call in to any conference call with press and analysts in connection with the publication of first- quarter and third-quarter figures. Shareholders’ meetings are open to the press and are webcast. All dates and locations of roadshows, seminars and the like are published on the company’s website. Financial presentations made to third parties are published on the company’s website where there is a material difference between these and previously published presentations. For six weeks prior to each annual report and three weeks prior to each quarterly and half yearly report, the company will be extremely reticent about conducting any conversations with investors, analysts or members of the press about the overall course of business at the company. 48 2009 receives the financial information on which the the which on information financial the receives auditor external The advance. in attend to permission for Committee Audit the of chairman the asking to subject Committee, Audit the of meetings other attend also may auditor external The figures. quarterly the and figures half-yearly the statements, financial the discusses Committee Audit the when present also is auditor external The Board. Supervisory the and Board Executive the to accounts annual the of audit his of findings the from information same the reports auditor external The discussed. are figures half-yearly the and statements financial the which at Board Supervisory the of meetings the attends auditor external The Board. Supervisory the by report the in recommendation this includes and Board Executive the to recommendation a makes Board Supervisory the Committee, Audit the by aproposal on and assessment this on year. Based every auditor internal an for need possible any assesses Committee Audit The department. audit internal an have not does company The statements. financial the of fairness and truth the regarding report his about shareholders from questions answer to Shareholders of Meeting General Annual the at present be will auditor external the that is note of point Aparticular supported. also are auditor external the of performance the of assessment and remuneration appointment, role, the regarding provisions best-practice and principles The responsibility. this out carries Board Executive the that ensures Board Supervisory The published. are that reports financial the of completeness and quality the for responsible is Board Executive The supported. are reporting financial to relating provisions best-practice and principles The auditor the of role the and reporting Financial report. 180 annual the of page on provided is measures protective to relating Information 2008. in investigation of right the foundation this gave company The shares. Bpreference 1993 in Class for Groep BAM Aandelenbeheer Stichting foundation the to given was option Acall shares. Bpreference Class issue can company the Group, the of identity and/or continuity independence, the affect might that developments undesirable against provisions protective the regards As information. company examine to bidder third-party purposes. discussion for shareholders the to structure governance corporate the of features main the in changes substantial any submit always will company The 2009. 21 on April Shareholders of Meeting General the during shareholders the with discussed was structure governance corporate This organised. well is governance corporate Group’s BAM Royal that convinced are Board Executive the and Board Supervisory The years. consecutive seven of amaximum for statements financial Group’s the audit to allowed is audits required the performs who company audit external the in partner The information. that to react to opportunity the given is and based are figures half-yearly and quarterly BAM Wallonie. Lommersweiler (Belgium). S10 of bridge, Renovation 49 2009 50 2009 the start of that financial year, plus the amount of share share of amount the year, plus financial that of start the at concerned share preference financing the of amount nominal the to apercentage applying by calculated amount an to equal paragraph, this of provisions following the of consideration due with sub-series, and series acertain of share preference financing each on distributed be will adividend possible, if Subsequently, Bank. Central European the by published and determined as Rate Offered Interbank Euro the to refers EURIBOR point. percentage one plus made is distribution the which for year financial the –during prevailed rates these which for days of number the to according –weighted months twelve of amaturity with loans market money for rates EURIBOR the of average the to equal be will above to referred percentage The made. is distribution the which for year financial the of start the at as shares those on up paid mandatorily amount the to below stated percentage the applying by calculated shares, preference cumulative B class the on possible, where distributed, be first will year, amount an financial any in realised profit the From below. provided is Association of Articles 32 the of Article of summary Abrief shares. Fpreference Class Band Class to relation in profit the of application the concerning Association of Articles the of 32 Article in specified scheme the from apart is divided, capital company’s the which into shares the to attached are statute under arising those from apart rights No structure Capital 2004. 21 April dated Union European the of Council the and Parliament European the from 2004/25/EU number 10 Directive of Article implementing 2006, 5April of Decree the of provisions the to relate explanation and information following The 10 Takeover Article on Decision Directive capital structure. capital Shares in issue as at 31 December 31 at as issue in Shares shares preference of Conversion January 1 at as issue in Shares Table 9 may be used as a reference for the company’s company’s the for areference as used Table be 9may Table 9 Number ofoutstandingsharesin Ordinary shares Ordinary 135,196,679 135,192,833 2009 (99.4%) (99.4%) 3,846 Preference shares Preference manner set forth for the series concerned. series the for forth set manner the in below, to referred shares, preference financing of series the of each for made be will series certain a of shares preference financing the for percentage dividend the of calculation The sentence. preceding the in to referred amount the to respect with repayment the and/or reserve premium share the to charged distribution the of amount the to according concerned period the over rata pro reduced be will distribution the of amount the shares, such on made been has repayment partial or concerned, sub-series and series the of shares preference financing the of issue of time the at formed reserve premium share the to charged and year the of course the in concerned shares preference financing the on made been has adistribution that extent the to and If year. financial that to prior sub-series and series that of shares preference financing the of issue of time the at formed reserve premium share the to charged and concerned share preference financing each on out paid amount the less sub-series, and series that of shares preference financing the of issue initial of time the at concerned sub-series and series the in issued share preference financing the on in paid premium than three hundred basis points. basis hundred three than more no of amount an by reduced or increased be may percentages above The points. percentage two plus made, is distribution the which for year financial the –during prevailed rates these which for days of number the to according 12 –weighted of months maturity a with loans market money for rates EURIBOR the of average the to equal be will percentage dividend The FP8 to FP5 Series points. percentage two plus Lists, Prices Euronext the in published as concerned, series the of term the possible as closely as matching term aremaining with Netherlands the of Kingdom the by issued loans government euro on maturity to yield the of mean arithmetic the taking by calculated be will percentage dividend The FP4 to FP1 Series convertible 346,276 350,122 (3,846) (0.3%) (0.3%) Preference shares Preference non-convertible 473,275 473,275 (0.3%) (0.3%) – 136,016,230 136,016,230 (100%) (100%) Total
– 51 2009 October 2005 February 1992 5 percent since December 2002 Interest more than 9.4 6.0 10.2 Total See table 10. seq. of the annual report in relation to the reasons behind protecting the company and the manner in which this is done. Substantial interests The company is aware of the following interests in its equity, which are now reported under the provisions concerning the reporting of controlling interests under the Disclosure of Major Holdings Act (‘Wmz Act’), which has now been subsumed within the Financial Supervision Act. Special control rights The shares into which the company’s equity is divided are not subject to any special control rights. Employee share plan or employee option plan The company does not have any employee share or employee option plans. Voting rights Each share in the company provides entitlement to the casting of one vote at shareholders’ meetings. There are no restrictions on the exercise of voting rights. The company’s Articles of Association contain the usual provisions in relation to intimation for the purpose of being acknowledged as a proxy at shareholders’ meetings. Where the company’s Articles of Association mention holders of depositary receipts or depositary receipt holders, whether named or bearer, this is understood to mean holders of depositary receipts issued with the company’s co-operation and also individuals who, under the terms of articles 88 or Book 89, 2 of the Dutch Civil Code, have the rights accorded to holders of depositary receipts for shares issued with the company’s co-operation. Shareholders’ agreements The company is not aware of any agreements involving one of the company’s shareholders and which might provide reasons for restricting (i) the transfer of shares Table 10 Interests 10 Table of 5 percent or more according to the AFM register of substantial shareholdings Delta Lloyd Levensverzekering (Aviva) (in percentages) (in A. van Herk ING Group Limitation on the transfer of shares The company has no limitation, in terms of the Articles of Association or by contract, on the transfer of shares or depositary receipts issued with the company’s co-operation, apart from the restriction on the transfer of preference shares contained in the Articles of Association. Article of the company’s 13 Articles of Association stipulates that approval is required from the company’s Supervisory Board for the transfer of Class B and Class F preference shares, excluding those Class F preference shares already in issue. The scheme is included in order to offer the company the facility – because of the specific purpose of issuing these shares, namely the acquisition of finance or achieving protection – of offering the holders of these shares an alternativein the event that they wish to dispose of their shares. As regards the Class B preference shares, the company and Stichting Aandelenbeheer BAM Groep have agreed the company will not proceed to issue these shares or to grant any rights to purchase them to anyone other than the said foundation without the foundation’s permission. The foundation will not dispose of or encumber any Class preference B shares, nor renounce the voting rights relating to them, without permission from the company. Reference is made et to page 181 The above percentages apply for the following periods: series FP1 and FP5: five years; series FP2 and FP6: six years; series FP3 and seven FP7: years and series FP4 and FP8: eight years. After a period expires, the percentage will be modified in accordance with the rules laid down in Article paragraph 32 of the Articles 6(c) of Association. The Supervisory Board shall determine, on the basis of a proposal by the Executive Board, what part of the profit remaining after application of the provisions referred to above should be added to reserves. The part of the profit that remains after application of the provisions referred to above shall be at the disposal of the General Meeting of Shareholders, subject to the provision that no further dividends may be distributed on the preference shares. 52 2009 approved by the Supervisory Board. Supervisory the by approved Board, Executive the from aproposal of basis the on Shareholders of Meeting General the by taken be only may company, the of dissolution the for or Association, of Articles the of amendment for Resolutions year. each authorisations these grant to asked is Shareholders of Meeting General The respect. this in Association of Articles the by imposed limitations the within company, the in shares repurchase to months eighteen of aperiod for Board Executive the to authority granted also 2009 21 on April held Meeting Shareholders’ The companies. operating by or company the by acquisitions and mergers for exclusively used be may 10 percent additional which percent, 10 additional an plus capital, issued the of 10to percent scope in limited also is It months. eighteen to duration in limited is authorisation This Board. Supervisory the from approval to subject shares, these purchase to options grant to and/or shares Fpreference Class and shares ordinary issue to 2009 21 on April held Shareholders of Meeting General the by authorised was Board Executive The duties. Board’s Executive the of description detailed amore for Governance’, ‘Corporate headed section the in report, Board’s Executive the of seq. et 41 page to made is Reference regulations. and legislation from arising those are powers Board’s Executive The Board. Executive an by managed is company The Board Executive the of Powers Board. Executive the of members and Board Supervisory the of members of dismissal and appointment the of explanation detailed more a provides Board Executive the by report the of seq. et 41 page on governance’ ‘Corporate headed section The Board. Executive the to appointments intended its of Shareholders of Meeting General the notifies Board Supervisory The Board. Executive the of members the appoints Board Supervisory The Board. Supervisory the from recommendation a on Board, Supervisory the of members the appoints Shareholders of Meeting General The structure. two-tier the operate to law by obliged is company The Board Supervisory the of members of and Board Executive the of members of dismissal and Appointment rights. voting the (ii) restricting or co-operation, company’s the with issued receipts depositary of or company. the for bid a public from resulting employment of termination on payment aseverance for providing company, the of employees or directors with concluded been has agreement No agreements employment in provisions control of Change 10 Takeover Directive. Article on Decision the of meaning the within significant considered not are clauses these Group, the of size total the of because Partly Group. the of parts include parties the where period, alonger over agreements collaboration important in unusual not is clause control of A change guarantees. bank outstanding for provided base capital the extend to and arrangements these under loans outstanding repay to obliged be can Group the and financing further terminate may banks the party), one by held be to deemed are Group BAM Royal in shares the of percent 50 than more that event the in (including control of achange of event the in that state rules financial important most Group’s The Oord. Van of competitor asignificant as regarded is business whose acompany of equity the in shares the for receipts depositary or shares issued the of 15 percent than more of control and/or in interest economic an has of, otherwise and/or holder indirect or adirect time same the at is and Group, BAM Royal of equity the in shares the for receipts depositary or shares ordinary the of 15 than percent more holding indirectly or directly is investor, institutional an being not party, third any that apparent comes it as soon as applies rule A similar Van Oord. in shares ordinary the to relating dividends to entitled be not would and Van Oord in control of rights exercise to able be longer no would Group BAM Royal acase, such In Van of Oord. competitor asignificant as regarded abusiness in control the of majority indirect or direct a has party third that which of terms in rules, merger 1.1.d on article decree in SER the of defined as party athird to Group BAM Royal over control of atransfer is there if Van of Oord shareholders other the to Group the by held Van Oord in shares ordinary the offer to obliged be will Group BAM Royal that specifies clause This holding. indirect a21.5 has percent company the which nv, in Van Oord company dredging the of shareholders the among concluded agreement the in included is Group BAM Royal to relating clause control of A change agreements important in provisions control of Change 53 2009 large extentquestion a of market assessment. The Executive Board responded to the developments at AM by implementing a number of substantial changes. With effect from 1 January for example, 2010, AM’s property activities were merged with those of BAM Vastgoed to form a single organisation managed by BAM Vastgoed. The number of regions has also been reduced, and several reorganisations have taken place at both AM and BAM Vastgoed. The policy of the new AM organisation is primarily focused on area development through both small and large sustainable projects. The level of ambition has been adjusted in accordance with the possibilities offered by the current market. The Executive Board believes that these measures will be sufficient to steer AM through the current difficult economic circumstances. The principal risks and the organisation and operation of the internal risk management andcontrol systems pertaining to these risks are described below. These matters have been discussed by the Executive Board with the Audit Committee and the Supervisory Board. General management measures The Group’s risk management and control systems involve the use of various instruments. One general management instrument consists of instructions from Royal BAM Group to the management of the operating companies. These instructions set out such matters as limits for commitments to be entered into in connection with investments and theacceptance of new projects. These guidelines also define the powers invested in the operating company managers and lay down quality requirements for fundamental management measures. These management instructions are reviewed annually, and if necessary adjusted. A second general management instrument consists of the guidelines for the design of the financial reports of the operating companies, and for the procedures to be followed in connection with those reports. A third general management instrument employed by the Group involves budgeting, reporting and (internal) control systems. The entire Group uses uniform guidelines and accounting policies, which serve as the basis for all financial and management reporting. The existing support software for reporting was replaced during the course of 2008, and the implementation of associated management measures continued. The Construction inevitably involves risks. For Royal BAM Group these risks are not exceptionally high and they are no different in nature from those that are customary in the industry. The Group applies a stringent policy designed to manage and limit both existing and future risks as far as possible. This policy is explained in the following section. Financial risk factors (namely currency, credit, price, liquidity and interest risks) are addressed explicitly in the financial statements et seq. on page 115 In addition to general management measures,such as internal procedures and instructions, the Group has also implemented specific measures aimed at controlling defined risks. These measures go hand-in-hand with an adequate reporting system and short lines of communication. As regards financial reporting risks, the Executive Board considers that the internal systems intended for managing and controlling risks provide a reasonable degree of assurance that the financial reports do not contain any material misstatements. The risk management and control systems have operated properly during the year under review and no shortcomings were found in these systems, or how they operated, which might have material consequences in the 2009 financial year or the current financial The year. developments at AM are addressed below. It can accordingly be concluded that there are no indications that the risk management and risk control systems will not work properly financial in the 2010 No year. significant changes or improvements are therefore contemplated for these systems during the financial Theyear. Group cannot however guarantee that no such risks will arise. Similarly, it does not mean that the risk management and control systems do not require further improvement. Optimising internal risk management and control systems remains an important issue for the Executive Board. It may result in the systems being improved or expanded. The property markets were hit hard by the economic crisis during the financial The year. crisis also had a major impact on the Group’s property activities and the consequences at the operating company AM were especially severe. The difficult market circumstances resulted in write downs and provisions on property projects at AM. However, although losses AM’s were caused in the first instance by the extreme circumstances on the property markets, the valuation of land and projects remains to a Risk and risk management Temporary steel structure under old cycle path columns for new access to the Rijksmuseum, Amsterdam (Netherlands). BAM Civiel. 55 2009 In order to make integrity a fundamental part of day-today activities, the subject is regularly revisited. The Executive Board has appointed a Central Compliance Officer. This officer promotes compliance with the code of conduct, and provides advice with respect to issues involving integrity. The operating companies, too, have their own compliance officers, to whom breaches of the code of conduct can and must be reported. In addition to the code of conduct, the Group also has a ‘whistle-blower Thescheme’. Group believes it to be important that employees are able to blow the whistle on wrongdoing at work, and that they are able to report such matters without fear of reprisals. Employees have easy access to both the code of conduct and the whistleblower procedure. For example, they can be found on the Group’s intranet site and on its website. Safety risks Royal BAM Group attaches a great deal of importance to safe and healthy working conditions for its employees. The Group is aware that there is a risk of injuries on construction sites in particular and therefore has a policy aimed at implementing the measures required to prevent accidents, occupational illnesses and injuries. Safety and health risks are controlled as much as possible by using sensible designs, preparing projects systematically and providing employees with proper instructions about working methods. A Group-wide safety management guideline provides operating companies with a framework with which their own safety management systems must comply. Safety Awareness Audits are carried out in order to monitor whether the safety management systems of the operating companies are in accordance with the guidelines laid down by the Executive Board. The audits also highlight areas where the safety management system could be improved. Project risks Prior to any project, the operating companies assess the risk factors, both in qualitative and in quantitative terms. Uncertainties may be related to financial and contractual aspects, safety, construction materials, plant and equipment, location (including site conditions and building permits), the construction period and the work schedule as well as to clients, subcontractors and employees are required to act fairly, to honour agreements and to act with care in respect of principals and business partners, such as suppliers and subcontractors. In addition to the extensive quarterly reports, which include detailed monitoring of the forecast and results already achieved by the operating companies, the operating companies provide interim reports of any deviations from the expected financial results and movements in cash positions, working supplies, turnover and results. Besides general control measures, the Group has also implemented specific measures. These are focused primarily on risks relating to market, reputation, safety, projects, currency, credit, debtors, interest and liquidity positions. These risks are discussed in greater detail either below or on page of the 104 financial statements, along reporting process. The confidence that principals, shareholders,lenders, construction partners and employees place in Royal BAM Group is essential for ensuring the continuity of the enterprise. The Group accordingly adheres to generally accepted standards and values and complies with local statutory and other rules and regulations, particularly with respect to the acquisition and execution of contracts. This basic position is affirmed in the Code of Conduct for the Integrity of Royal BAM Group. All Market risk Royal BAM Group generates income in various geographic markets and by carrying out a range of different types of activities. The Group’s financial performance depends partly on the economic climate in the countries in which Royal BAM Group operates, but the effects of the economy on the Group’s turnover are limited in many cases because the contracts in question are awarded by government bodies. This also seems to apply to the current crisis in the financial markets, during which the effects of the crisis on government contracts have been limited. The Group aims to limit its sensitivity to the economic climate by focusing even more emphatically on long-term contracts generating more predictable cash flows. This is shown by the increase in the number of PPP contracts in which the Group is involved. Risk to reputation Group has implemented a uniform, COSO-based, internal control framework to support the financial with the management measures that the Group has taken. 56 2009 surety institutions. Royal BAM Group has stringent stringent has Group BAM Royal institutions. surety or banks as such parties external by alternatively or company, parent the by provided be may guarantee This project. the of execution proper for collateral as issued aguarantee have to contract the won has that company construction the of company operating the for usual is it sector construction the In risks. these off buy also can Clients client. the to on passed be can period construction the during costs equipment and plant and wage in increase any that stating clauses include contracts Standard beforehand. contract the assess will lawyers Group BAM Royal used, is contract anon-standard Where possible. as far as documents standard on based is projects the for required documentation legal the risks, legal limit to order In development opportunities. and challenges with them provide to continues and employees talented attracts effectively and consistently it that ensure to order –in report annual this of 60 page on described –as policy resources human its to attention particular pays Group BAM Royal management. the and staff the of quality the on extent agreat to depends successfully completed are on, taken once projects, not or Whether above. described systems information the through Board, Executive the to report turn, in They, managers. company operating the to basis amonthly on least at reports turn, in who, manager office regional their to aspects financial the and quality the project, the with associated risks and possibilities main the progress, on reports submit managers Project completion. of timeliness and faults construction of avoidance completed, be to work construction the of quality the to paid being attention particular with risks identified newly mitigate to measures takes team project the necessary, If project. the to attached risks and opportunities the assesses systematically and periodically team project the phase, implementation the During approval. prior for Board Executive the to submitted are risks exceptional involving projects or projects major for Bids price. contract the to mark-up risk the to adjustments in result also may analysis The risks. project the reduce to order in methods, construction or planning project the to adjustments make to used is analysis This data. historical on based factors, risk the of out carried is analysis Aquantitative partners. construction export credit insurance is taken out before the start of of start the before out taken is insurance credit export or agreed is security adequate countries, developing and markets emerging in out carried projects of case the In work. the of portion completed the on incurred cost the least at match client the by made payments that possible as far as ensure contracts These advance. in agreed contractually are that schedules payment of means by projects of execution the with associated risks payment the minimise companies Operating venture. joint the in invested cash sufficient leaving partner the of or guarantee abank of form the take can which guarantees other require will company operating Group BAM Royal the phase, construction the during or before either great, too considered still is partner the by presented risk the if However, partners. solvent and solid with ventures joint into entering only by partners construction with associated risk resulting the mitigates Group BAM Royal project. the of performance the with connected commitments mutual for liable severally and jointly are parties all which under form alegal is This partnership. ageneral establishing involves usually this Netherlands the In projects. larger with dealing when venture ajoint in work – to risks the spreading of view of point the from including – advantageous be can it Nonetheless, projects. large-scale out carry successfully and independently to Group BAM Royal allows experience and expertise of range broad companies’ operating The contracts. framework the under placed be then can orders Project-specific discounts). bonus and risks invoicing, delivery, to times (suchas conditions and fees about agreements out set which contracts, framework in out set is co-operation This stage. early an at project the in involved be to need suppliers well, work to risks project of management and co-operation For product. quality ahigh produce time same the at and costs overall the minimise also should Co-operation smoothly. runs process construction the that ensure to order in subcontractors and suppliers with relations good maintain to aims Group The terms. technical in and financial in both projects, the on impact amajor have parties These subcontractors. and suppliers by done work from comes turnover annual Group’s BAM Royal of 70 percent Over company’s guidelines. specific the with comply guarantees of conditions and terms contractual the that guarantee to procedures 57 2009 Insurance Insurance isan important part of Royal BAM Group’s risk management strategy. A department of specialists ensures that all construction-phase risks that can be includedin the central insurance policies are actually covered in those policies and that adequate liability cover is also taken out. Royal BAM Group’s insurance coverage is a frequent subject of discussion with professional insurance brokers. Other risks Companies working in the construction industry are involved in discussions about the financial arrangements forconstruction projects, e.g. less/more work, the completion date and the required quality level for the work. Most of these discussions are concluded to the satisfaction of all concerned. However, in some cases it is impossible to avoid a discussion ending in legal proceedings. Royal BAM Group, too, is involved in a number of legal proceedings. A provision is usually taken in the case of legal proceedingswhere a financial claim is made against the Group, unless the claim in question is completely lacking in substance. Financial claims that the Group has pending against third parties are in principle not capitalised unless it is reasonably certain that the amount in question will be paid. The Group devotes a lot of effort towards avoiding such legal proceedings by implementing quality programmes and providing training for its employees. Some examples of major legal proceedings involving Royal BAM Group are given briefly below. At the end AGIV of 1996 Real Estate sold the German construction company Wayss & Freytag to HBG. Part of the sale involved AGIV taking over rental guarantees given by Wayss & Freytag. These guarantees concerned Wayss & Freytag development projects from before where1997 the buyers had been guaranteed a certain rental income. AGIV failed to fulfil its obligations towards Wayss & Freytag after 2003. In legal proceedings before the German court, Royal BAM Group – having owned HBG since November 2002 – successfully claimed fulfilment by AGIV of its commitments in respect of Wayss & Freytag. Early in 2005, AGIV was declared bankrupt. As a result, the legal proceedings pending against AGIV have been suspended. The receiver has commenced a number of legal actions, including one against a former shareholder The of AGIV. settlement of these BAM investigates its customers’ creditworthiness before entering into financing arrangements. The Group also focuses in particular on the security provided by banks and the payment systems used by government bodies. Acceptance of project development risks requires the prior approval of the Executive Board in all cases. The Executive Board takes a decision regarding these risks, based on project proposals from the operating company concerned and an analysis by the Group’s Property Investment Director. For projects in the Netherlands, the general rule is that construction does not start on residential or other projects until a substantial number of units have been sold or a large part of the project has been let or sold. The AM order book, however, still includes a number of residential construction projects from the past where there is an unconditional obligation to build. The general rules before starting construction work in the Netherlands also apply in Belgium and Ireland. In the United Kingdom – where BAM is only activein commercial property – pre-letting is not common practice. Instead, the inventory risk is minimised by implementing a system of phased project execution. For projects in the Netherlands, the position is that the Executive Board’s decision is based partly on the advice given by a central property committee, which operates in the Netherlands independently from the operating company concerned and assesses the specific risks of the project in question. In this risk assessment, Royal BAM Group applies the general rule that construction does not start on residential or other projects until a substantial number of units has been sold or a large part of the project has been let or sold. Also, the average price paid for development land, or the price at which it can be acquired, does not exceed market value (allowing for the time until the expected commencement of construction work). No PPP or concession contracts may be accepted without the prior approval of the Executive Board. In its assessment of the risks attached to PPP and concession contracts, the Executive Board is assisted by the management This operating of BAM PPP. company was incorporated in 2004 to optimise the utilisation of the know-how and experience available within the Group, both for acquiring new projects and for properly assessing the specific risks connected with concessions. the project to cover the political and payment risk. 58 2009 a Beweisverfahren) before the district court (the (the court district the before a Beweisverfahren) as (known inquiry ajudicial instituted has customer The accident. the of site the at done being work the in involved directly not was but project this out carrying consortium the in partner aone-third is Ingenieurbau &Freytag Wayss killed. were Two residents collapsed. – building archives municipal Cologne’s – including buildings adjacent several Cologne, in system metro the of part on work construction during 2009, 3March On proceedings. legal these from result will consequences financial adverse substantial no that stand, currently matters as assuming, is Group The arbitration. in is settlement final the regarding dispute The amount. same the approximately of counterclaim a making is State The process. construction the of disruption to due costs site construction increased and volume construction reduced of consequence a as sustained loss for compensation claiming also are companies construction The €10 million. than more of amount the in settlement final the to relation in client the and companies construction the between arisen has Adispute Airport. Schiphol around homes insulating for invoices of Netherlands, the of State the client, the from payment claiming are parties, third with combination in partly companies, Two operating Group’s the of adequate. is made been has that provision the that considers Group the knowledge, of state present the on Based ongoing. are proceedings The contract. the terminate to entitled was &Freytag Wayss that held now has procedure, prescribed contractually the in adjudicator, dispute independent The million. €5 to amounting counterclaims provisional lodged client The incurred. costs for compensation as million €20 than more for client the against aclaim lodged Freytag & Wayss 2006. January in contract the terminated also turn in client The costs. of reimbursement and period construction the of extension an for claims & Freytag’s Wayss with deal to refusal and obligations payment its fulfil to failure client’s the of aresult as 2006 of start the at contract the terminated &Freytag Wayss client. the by supplied information the with variance at conditions ground by confronted was Ingenieurbau Freytag & Wayss Lumpur, Kuala Tunnel in North SMART the for tunnel abored of construction the during 2005, In future. the in consequences financial negative substantial no be will there that believes Group the information, current on Based years. several take to expected is bankruptcy AGIV’s of and proceedings imposition of this fine. this of imposition the against lodged been has appeal An provision. by covered fully is and million €20.7 to amounts concerned company operating Group the to pertaining fine The involved. companies the on fines imposed and law competition of infringements confirmed Commission European the 2006, September In bitumen. of apurchaser as investigation, this in involved is companies operating company’s the of One side. procurement the on and side production the on both sector, bitumen the in firms several of conduct market the with connection in infringements competition-law possible into investigation an commenced Commission European the 2002, In event. this from result will Group the for consequences financial adverse substantial no that stand, currently matters as assuming, is Group The policies. insurance different several under claimed have involved parties the and considerable is property to damage The committed. been have may offences criminal any whether determine to investigation own its out carrying also is Service Prosecution Public German The accident. the for responsible way any in is consortium the whether determine to possible be it will complete is investigation their 2010. of once end the Only before complete be to expected not is investigation Their accident. the of cause the investigating are specialists of number a proceedings, these of part As Cologne). in Landgericht 59 2009 Sustainability Report BAM has been publishing a separate Sustainability Report which since allows 2007, the Group to report as transparently as possible about sustainability issues and corporate social responsibility. The sustainability report is compiled in accordance with the guidelines of the Global Reporting Initiative Royal (GRI). BAM Group believes that its Sustainability Report 2009 satisfies the requirements of level B of the GRI guidelines. Interested parties can download the 2009 sustainability report from the BAM website or ask the company to send them a hard Please copy. refer to this separate sustainability report for a more thorough explanation of the various focus points identified by BAM in relation to corporate social responsibility. As the Sustainability Report 2009 shows, corporate social responsibilityis now deep-rooted in the BAM organisation. Many employees start initiatives in this area, which produces a large number and a wide range of different activities. Communication with the neighbourhood (good contacts with the local residents) Employees (health and safety, equality and diversity, education and training) The environment (improving the Group’s environmental performance) Energy and resources (increasing efficiency) Corporate integrity Innovation Customers (customer satisfaction) The objectives were drawn up based on dialogue with stakeholders. If these issues are to be tackled effectively, it is essential to maintain focus. The Group therefore prioritises the achievement of progress on safety, reducing the Group’s carbon footprint and waste management. There is also an extra focus on diversity, as part of the efforts to achieve a workforce that better reflects society at large. 2. 3. 4. 5. 6. 7. Policy Royal BAM Group plays a central role in society and wishes to make a sustainable contribution to society’s development. In terms of corporate social responsibility, BAM aims to continue playing a pioneering role in the construction and property sector. It is the Group’s ambition to offer its customers the most economical solution possible. With that ambition in mind, the Group is making every possible effort to improve its internal processes and embed awareness of corporate social responsibility in the organisation in order to ensure that any negative impact of a project on the environment is kept to an absolute minimum. The BAM Company Principles drawn up by the Group in 2008are an essential part of this process. BAM attaches great importance to corporate social responsibility policy and focuses constantly on the subject. BAM operating companies and BAM employees put the principles of corporate social responsibility into practice on a daily basis across a range of different areas. Nonetheless, there remains much that can still be done to further develop the Group’s corporate social responsibility policy. Business principles BAM has identified seven business principles, covering a total of nine corporate social responsibility themes. These BAM Business Principles are the basis for developing and implementing policy and procedures. The principles relate to: 1. Corporate social responsibility 60 2009 important for BAM. for important are that subjects in courses taking students selected especially 200 almost for 2009 November in time first the for organised was Day In-house BAM alarge efforts, these of part As excursions. company organising and lectures guest giving fairs, company in part taking establishments, educational to visits regular including market, labour the with systematically communicates Group BAM Royal 2009, in continuing market labour the in circumstances in changes of spite In market labour the with Communication companies. operating Dutch six for all of 2010 of –first course the in live go will services These companies. operating Dutch the to services administration pension and administration salary and payroll services, HR providing unit business anew as Services HR establish to decision the was review under year the during development A major • • • • • • on: based is management resources Human People’. on Building ‘BAM: motto the under capital’ ‘human the developing further and retaining on focuses policy resources human Group’s BAM Royal returns. and position market our also thereby and projects Group’s the of quality the decide employees our of qualities The people. on depending means Building management resources Human BAM Woningbouw. BAM Utiliteitsbouw, venture), joint (in AM 112 homes. 11,000 m cinema, park, car underground (Netherlands): Zaandam in project centre city Rustenburg discovery of talents in the Group. the in talents of discovery timely the and qualities personal of development the rotation, job for scope with policy development management and development career a concrete entrepreneurship; and expertise as such themes on particular in focusing levels, all at employees for programmes training fields; of range wide a in people talented of attention the to Group the bring to market labour the to approach a proactive competences; personal and experience expertise, as such qualities personal of development the about as well as goals commercial and targets related results about agreements clear of means by performance ‘steering’ package; conditions employment challenging and attractive an with combined crucial, are procedures professional and dimension human the which in conditions, working good offering by employees good retaining 2 of retail space and and space retail of 61 2009 F. Oudendorp, F. W.L.H. Philippens, At the end of 2009, the CWC comprised Messrs. J. van Akkeren, M. Arts, H.C. Beeren, A.A.J. van den Bosch van den Broek(Vice (second secretary), Chairman), P.T.J. E. Dedden (Chairman), H.J. van der Donk, J. Dijkstra, van Geest,L.W.D J.L.M. van Gent, K.G. Geyteman, G.J.M. van der Goes, I. Hallema, A. Kromdijk, Oosterbeek, H. J.C. de Pinth, J. Prins, L.C.H. Schrijver and H. Vanmulken (Secretary). Ms E. Bout-Hieselaar is the official secretary to the CWC and the EWC. Works Councils European Works Council The European Works Council (EWC) discussed the 2008 Annual Report, the BAM Safety Awareness Audit and BAM’s policy in relation to corporate social responsibility, as well as various other matters. The executive committee of the EWC consists of E. Dedden (Netherlands, Chair), and Deputy Chairmen Dausener (Germany)F. van and Dessel W. (Belgium). A further deputy chairman, Mr E. Borrezee (Belgium), was added to this list as a substitute in the light of Mr Dessel’s Van health problems. Central Works Council The Central Works Council (CWC) in the Netherlands spent a lot of its time in 2009 addressing subjects such as corporate social responsibility, diversity, the Annual Report for 2008, the social report for 2008, pensions, the evaluation of the code of conduct for 2008, and the strategic agenda The 2007-2009. CWC also submitted two suggestions for initiatives. One of the suggestions concerns offering company fitness programmes to employees under fiscally advantageous conditions and the other relates to a standard attendance system for the ‘Pension in Sight’ (‘Pensioen in Zicht’) course. The CWC was addressing two requests for advice at the end of the year under review regarding the formation of the new business unit HR Services and the consolidation of technical ICT management in a new business unit at Group level. Every a number year, of young business graduates from academic courses take part in a strict selection procedure to gain entry to the Group’s trainee programmewhere they havethe opportunity to familiarise themselves with various operating companies. A number of promising business professionals were once again selected as trainees and inducted into the programme in 2009. Performance management and talent management Employee involvement within Royal BAM Group is enhanced by performance management, in which the consequences of formulated commercial goals are translated in terms of individual positions. Performance management also includes career development paths for more successful job performance. A third mainstay of performance management is assisting employees to achieve their career aims. The further development of essential professional qualities and competences plays an important part in this respect. With this in mind, BAM introduced the ‘Career Navigator’ in the Netherlands in 2008. The Career Navigator was developed by BAM in co-operation with a number of third parties. In 2009, use of the Career Navigator was extended and a lot of advice was given to employees to help them with their career choices, including areas for further career development. The BAM Business School has an important part to play in this further developmentprocess. This employee training institute is discussed in greater detail in the sustainability report. Knowledge management As a result of the Group’s size and diversity there is a great deal of in-house expertise in numerous fields. It is important that individual employees acquire this knowledge and that the knowledge is transferred to the locations where it can be used to serve clients. The BAM Plaza intranet has been set up as the digital knowledge carrier and knowledge disseminator in the Group. Information is recorded in a Document Management System. 62 2009 education sectors are the only areas where construction construction where areas only the are sectors education and 2010. in healthcare The projects non-residential new by up taken share market the 17.5 in drop percent a forecasting is EIB the although sector, public the in being time the for stable remaining output by for compensated partly be will trend this Nevertheless, crisis. economic the of because sector private the in low remain to expected is invest to willingness and reason main the was sector private The review. under year the in 7percent than more by fell output non-residential 2008, and 2007 in growth substantial Following stable. reasonably remains customers, the are corporations housing which in build), new and renovation (maintenance, market rental The profile. risk greater the and costs financing increased the of because projects construction residential fewer starting are developers project Commercial levels. past below far is that homes new-build for ademand in resulted has particular in confidence consumer in drop The forecast. is growth 2012 modest that 2010 in until not 2011, is It and 3 percent respectively. and 14 by percent further even shrink to forecast is market the good: not is construction residential regards as outlook short-term The 2009. in 10 percent almost by fell homes new of output the EIB, the to According hard. especially hit were build new non-residential and residential but industry, construction the of sectors all in felt were effects The period. same the over percent 4.8 by shrank economy Dutch The 6percent. by decreased output (EIB), building Industry Building the for Institute Economic the to According 2009. in year difficult a suffered Netherlands the in industry building The Netherlands countries. these of each in forecast is 2percent of growth 2011, in Then, economic (-2 Ireland. average in percent) shrinkage further aslight and Germany and UK the in (+1 growth percent) slight with mentioned, markets five 2010 in the in stabilise to expected is economy the crisis, economic global the of aresult as 2009 in shrunk Having report. annual previous the in made forecast the than lower is figure This review. under year the in Ireland) and Germany Belgium, Kingdom, United the Netherlands, (the markets home five Group’s the in 5percent almost of average an by shrunk economy The barometer Construction infrastructure projects over the next few years. few next the over projects infrastructure large of anumber on extent asignificant to based is market engineering civil the in forecast growth 2010 for 2011. and annum per 8percent The almost of growth further forecasts Euroconstruct favourable. are years few next the for Prospects water. and energy and telecommunications in shrank output but segments, transport the in growth was There review. under year the in 1percent than more by fell output engineering civil UK 2008, in growth substantial Following expenditure. public in cuts of 2012, because mainly 2010 from to sector non-residential UK the in growth zero forecasts Euroconstruct sectors. healthcare and education the in investment government significant to due partly stable, remained sector public the from Demand sharply. fall to properties commercial for demand investor caused markets financial the on Turmoil sector. private the from demand of disappearance complete the of because mainly year, financial the during 15 percent approximately by fell market non-residential UK the in output Building crunch. credit the to response in banks by imposed conditions financing tougher the and rates interest (mortgage) increased of a result as 2008 in collapsed already had market housing British The market. non-residential the and operate) not does BAM (where market residential the both in drop sharp a to due mainly review, under year the in 13 percent almost by fell Kingdom United the in output Building Kingdom United 2011 in 2012. and stabilise then will output that but 2009, to compared amount a similar 2010 in fall by will output that forecasts EIB The sectors. these in demand in fall the of because considerably –decreased residency and construction for ready sites making as –such construction non-residential and residential to related activities engineering civil of amount The spots. trouble thirty at situation traffic the in improvement arapid for way the cleared Act Emergency Widening Road the to amendments The infrastructure. the improving and extending both by Netherlands the in infrastructure main the of quality the increasing on focussed is policy Government level. high arelatively at remains investment government Central 2009. in 2percent approximately by fell market engineering civil Dutch the in Output years. few next the in grow to expected is output 63 2009 due to projects under construction from previous years. Investment in infrastructure is expected to fall more sharply in the next two years because of the downward adjustments in public expenditure. Growth is not expected to return to the civil engineering market until 2012. Belgium The Belgian non-residential market shrank by almost 3 percent in 2009. There was a particularly sharp fall in investment in industry, while output in the education sector still showed strong growth. The assumption is that there will be a further fall in building output of percentalmost Output in 11 2010. is forecast to stabilise followed by renewedin 2011, growth in 2012. Output on the Belgian civil engineering market remained largely sound, having increased by almost 1 percent. The outlook for the next few years is positive, with Euroconstruct forecasting growth of almost 4 percent and almost percent in 2010 12 in 2011, primarily due to the recovery of investment in road building. percent,most ofwhich occurred in the non-residential Germany German building output only fell by a little more than 1 market. Medium-term prospects for the German building industry are less volatile than in the other European markets. Building output is forecast to grow period by betweenin the 2010-2012 0 percent and 1 percent per annum. After several years of substantial growth, the non- residential market shrank by more than 3 percent in 2009, mainly because private investors were reluctant to invest. The assumption is that the market will continue to shrink for the next couple of years, although not by as much as last year. The German civil engineering market grew by almost 1 percent in 2009, with the strongest growth occurring in road and rail construction. Prospects for the next few years remain moderately positive, partly due to planned investments in the German infrastructure and energy sector. Investments in infrastructure are concentrated mainly on extending and improving the road and rail networks. For the next few years Euroconstruct forecasts that the civil engineering market will grow first of all because of stimulus packages, before shrinking again in subsequent years. A growing number of public-private partnership (PPP) projects will also be carried out in the civil engineering market. Ireland The Irish economy shrank by more than 7 percent during the financial Building year. output fell by more than percent, 32 most of which occurred in the residential and non-residential markets. In contrast, civil engineering output only fell by 1 percent. A further fall in building output with is forecast and 2011, for 2010 growth not expected to return when until the 2012 start of recovery in the residential market is predicted. After several years of strong growth in the Irish non-residential construction market, output shrank in the financial year by more than percent. 33 The only growth was in the education sector; all other sectors in the non residential market showed a sharp fall in output. The market is expected to shrink considerably in the next two years in all sectors. Growth in non- residential output will not return until 2012. There was a modest drop in output of 1 percent on the Irish civil engineering market in 2009, which was mainly MAS - Museum aan de Stroom, Antwerp (Belgium). Design: Neutelings Riedijk Architecten, Rotterdam. Interbuild (in joint venture).
Construction 65 2009 contracts in 2009. Those framework contracts offer a solid starting position for the coming years. As expected, BAM Deutschland recorded higher profits in 2009 from diminished revenue. BAM Deutschland’s order book is sufficiently large. In Belgium, Interbuild again achieved a good result from reduced revenues. The non-residential construction company very successfully completeda number of projects from previous years during 2009. The volume of the order book decreased compared to the favourable situation at year-end 2008, though it remains at a satisfactory level. In the Construction sector, the Dutch operating companies posted positive, but lower results with a slightly lower turnover compared to 2008. Non-residential construction achieved though a lower, still good result. Owing to the acquisition of a number of substantial contracts in the first half of the the year, order book for non-residential construction is at a higher level than at year-end 2008. Turnover from residential construction dropped sharply compared to the previous Nevertheless, year. residential construction managed to close the year on a small profit. The residential construction order book dropped by almost 30 percent during the reporting year and matches the projected annual turnover. The capacity of the company was gradually adjusted during 2009 to match the changing market situation. At BAM Construct UK, revenue (measured in pounds sterling) rose by three percent compared with 2008. Exchange rate differences meant, however, that revenue in euros was actually reduced. Given the difficult market, the United Kingdom’s contribution to the result for 2009 was good, although less than the excellent contribution last Prices year. for newcontracts are under a great deal of pressure, caused by a higher level of competition and in anticipation of an expected cut in government spending following the 2010 elections. Although the order book has diminished, it remains higher than the projected annual turnover. BAM Construct UK was selected for five new framework Royal BAM Group is active in the construction sector in the Netherlands, Belgium, Germany, the United Kingdom and Ireland. BAM’s operating companies in this sector achieved positive results in 2009. Turnover in the year under review fell to €3,528 million (2008: €3,826 million) and the result before tax dropped million to €77.7 million),(2008: €144.7 which represented a margin of 2.2 percent (2008: 3.8 percent). The year-end 2009 order book stood at €4,468 million (year-end 2008: €5,268 million). 66 2009 Schakel & Schrale (BAM Utiliteitsbouw). (BAM &Schrale Schakel (Netherlands). Werkhoven Castle, Beverweert of Restoration healthcare sector. sector. healthcare the in maintenance and realisation development, for responsible is ZorgVast Vitaal accommodation. for demand the in changes consequent the and sector healthcare the in changes to respond to solutions estate real innovative provides ZorgVast Vitaal example, For process. construction the in integration backward and forward achieve to efforts company’s the of part are which concepts product different of anumber customers its offers Utiliteitsbouw BAM Zwolle. in Clinics Isala the and Rotterdam in Centre Medical Erasmus new the build to contract the won that aconsortium of part was Utiliteitsbouw BAM example, for review, under year the In progress. in work the of portion asignificant provided also has sector health The attractions. cultural and facilities sports centres, shopping buildings, office involving projects large includes book order well-filled The customers. its to value added substantial gives therefore bureau The expertise. management project and structural architectural, of form the in support significant provides employees, hundred one approximately has which &Engineering, Advies BAM bureau, engineering and consultancy in-house The 1,750. approximately of aworkforce has company The Projects. Major for unit business anational has and offices regional ten from operates Utiliteitsbouw BAM customers, its to close be to order In experience. and knowledge company’s the from benefit possible maximum the has customer the that so process the in possible as early as involved be to likes Utiliteitsbouw BAM Netherlands. the in projects construction non-residential of maintenance and management the also but construction, and preparation development, (technical) the in only not specialises Utiliteitsbouw > BAM the University of Twente (36,000 m Twente of (36,000 University the Bfor Hall and Building Carré Centre, Research and Education New BAM Utiliteitsbouw. Rotterdam. Architecten, Hoogstad Ector Design: completed in Werkhoven. in completed was Castle Beverweert of facade the of Resoration Leiden. in observatory 1861 the Sterrenwacht restoring on work began &Schrale Schakel specialists Restoration Techniek. BAM with venture ajoint in time record in Boxtel in Rabobank for built was Utiliteitsbouw in 2009. A large data centre (20,000 m (20,000 centre data Alarge 2009. in Utiliteitsbouw BAM by completed projects the among all were Hague The in neighbourhood Leidschenveen new the in centre shopping Veen Hoge ’t the and Leeuwarden in sciences applied of university Hogeschool Noordelijke the Spijkenisse, in complex care residential Zomertuinen De the hall, town Bronckhorst Amsterdam. in Museum Maritime the houses that building listed the to modifications and of renovation and venture) ajoint of (as part Rotterdam in venue sports Ahoy the of renovation and expansion Maastricht, hospital university the to added be to towers two station, railway Utrecht around area the in contracts two include projects New Boxmeer. –in Maasziekenhuis –the hospital anew on swing full in also is Work arena. sports indoor Topsportcentrum the and block 31 office Blaak the building is Utiliteitsbouw BAM Rotterdam, In Relations. Kingdom and Affairs Internal of Ministry the and Justice of Ministry the for premises new the build to contract venture joint the as well as Hague, The in building council district urban Leyweg ultra-sustainable the includes progress in Work buildings. office old of purpose designated the changing on and offices functional modern, into buildings office old transforming on concentrates which Office-Up, is concept product Another 2 ), Enschede (Netherlands). (Netherlands). ), Enschede 2 ) 67 2009 operates mainly in the Passive-house renovation of homes on Sleephellingstraat, Rotterdam (Netherlands) (Passive Construction Award 2009). BAM Woningbouw. corporations, construction organisations and other interested parties to perform programme studies on homes that are to be renovated throughout the entire Netherlands. BAM Woningbouw wants to use these developments to help customers to achieve nationally and internationally agreed energy objectives. In 2009, BAM Woningbouw gave the residential consumer an even more central role in the development and construction process. As well as using the previously mentioned concepts, the buyer’s portal was also developed with 3D animation. As a result, the consumer is involved more closely and at an earlier stage in the primary process and BAM Woningbouw can comply with people’s housing wishes and create added value. This capacity will remain a focal point for BAM Woningbouw and beyond. in 2010 Amersfoort-based > Heilijgers central region of the Netherlands and carries out project development, construction, technical management and maintenance work. Heilijgers has approximately 200 employees. In 2009 Heilijgers was awarded the Keurmerk Klantgericht Bouwen (quality hallmark for customer-oriented construction) for the fourth consecutive once year, again proving the quality of the homes and customer services provided by Heilijgers. Heilijgers Bouw reached agreement in 2009 with Stichting Waarborgfonds Koopwoningen (SWK) and the administrators Hoogevest of Van regarding completion of the owner-occupied construction projects after work had been suspended following the bankruptcy of Hoogevest.Van Several hundred owner-occupied homes are involved. The Brinkclusterproject in Vathorst units) (75 and Park Langenoord in Hoogland (four apartment buildings) have been completed. > BAM Woningbouw produces a substantial proportion of the homes built in the Netherlands. In 2009, more employeesthan 1,700 were involved in more than construction125 projects. BAM Woningbouw operates from nine regional offices and it also has two specialist business units: W&R and Engineering & Consulting. W&R is a proven, successful construction concept based on co-making and standardisation. W&R Renovatie is similar to W&R, except that W&R Renovatie focuses on renovation of existing homes. Engineering & Consultancy is deployed for structural designs and architectural advice. These specialist resources ensure that BAM Woningbouw is able to provide support for its regional companies and their customers in every part of the residential market: development, new build and renovation and also building maintenance. BAM Woningbouw launched two new innovations during the year under review: BAM Woningbouw Pasklaar and BAM W&R Groenwoning. BAM Woningbouw Pasklaar offers customers an efficient solution for projects that comprise ten to twenty-five homes. BAM W&R Groenwoning was developed based on the W&R method using innovative, proven techniques to make homes energy efficient, comfortable and affordable. BAM Woningbouw delivered the first renovation project in the Netherlands based on the ‘passive house’ principle in 2009. The project involved renovating seven historical buildings in Rotterdam. The company is busy working on further applications for the ‘passive house’ concept. Work started in Almere new-build on 103 homes and in Enschede on 54 new ‘passive house’ apartments. BAM Woningbouw was closely involved with the Existing Buildings Toolkit, which was presented to the Minister of Housing, Communities and Integration early in 2009. The Toolkit is used by countless housing Heilijgers. (Netherlands). De Koningsvogel area of Soest 155 houses and155 apartments in the 68 2009 BAM Construction. BAM (Wales). Cardiff Square, 3Assembly complex, Office Den Dolder, 59 apartments in Utrecht, 58 apartments in in apartments 58 Utrecht, in 59 apartments Dolder, Den in villas new 22 included progress in Work review. under year the during Teteringen and Leende Zaltbommel, Utrecht, in projects build new completed Pennings homes. 400 than more of renovation the involving progress in work had division 2010 of maintenance the start the At progress. in was work construction the while use in remained which of all Rotterdam, in office an and Vught in centre aconference Woerden, in centre a shopping renovated also Pennings review. under year the during homes 600 approximately on completed was work Renovation circumstances. market difficult the despite grow, to continues division maintenance Pennings’ Pennings. at work 150 people Approximately apartments. care and homes starter as such products customised building then and developing increasingly is Pennings planning. technical the of part alarge in facilitator as acts Pennings expertise, costing providing as well As partners. consortium the of one as stage early an from involved is Pennings projects of majority the In maintenance. and renovation construction, non-residential and residential development, project of process entire the in involved is Zn. en Pennings H. > Bouwbedrijf Leusden. of municipality the in development Valleipark the in 142 homes building be will Heilijgers park. car underground approximately 5,500 m 5,500 approximately homes, 90 than more building involves which Nijkerk, of centre the in plan Oosterpoort the implement and develop to acontract signed also has Heilijgers authority. municipal Wijdemeren the for Loosdrecht Oud- in centre village new the building is Heilijgers Amersfoort. in Lorenza Hotel on and Amstel de aan Oudekerk in aschool on parties third from contract under work started has Heilijgers projects, development own its building as well As 2 of commercial space and an an and space commercial of Pennings. (Netherlands). Vught estate, Bergen Huize of Renovation 27 concrete cores for this project. project. this for cores 27 concrete of construction the during successfully very used being is equipment This Affairs. Internal of Ministry the and Justice of Ministry the for blocks office 140-metre-high two of construction the involving ‘JuBi’ called project amajor for frame the of parts component as platforms working and ladders staircase safe and frame steel a with scaffolding all-purpose developed Materieel BAM Group. the within expertise of level the improve and retain to is centre training this of aim The workers. site construction for training practical on focuses and School Business BAM of part is Vakschool BAM Lelystad. in site Materieel BAM the at opened Vakschool’ ‘BAM centre training BAM’s 2009, In employees. 400 approximately has Materieel BAM Nederweert. and Kesteren Lelystad, sites: three from organised and managed are services of package extensive the and available material and plant of range sizeable The Netherlands. the in BAM by out carried projects construction the of all for consultancy accompanying the as well as services ancillary and material and plant general supplies Materieel > BAM 2010. March m²)in (45,000 project large this on commence will Work Breugel. en Son of municipality the in court furniture Ekkersrijt of redevelopment turn-key the for contract the won also Pennings 2009 In Apeldoorn. and Gennep Breda, Amsterdam, in including projects, planning development of a range as well as Leende, and Valkenswaard ’s-Hertogenbosch, Arnhem, in projects development own its has Pennings Ammerzoden. in home acare and Utrecht of district Rijn Leidsche the Heilijgers. (Netherlands). Utrecht complex, Timmerwerf the in 102 apartments 69 2009 Museum M, Leuven. Design: Stéphane Beel Architecten, Ghent (Belgium). CEI-De Meyer. Avenue Building, City Link and La Rade, all of which are in Antwerp. Interbuild won various new contracts, including the contract to renovate three different office complexes in Brussels (WTC III, Impératrice and Sainctelette), the De Mick care centre and service flats for OCMW in Antwerp and the Belgian Pavilion in Shanghai for Expo 2010. The activities of > BAM Wallonie and > CEI-De Meyer – which also operate in the Flemish and Walloon construction and property markets – are explained further in the section on the civil engineering sector on page 83 and 84. > BAM Construct UK is active in non-residential construction, property development, design, services engineering and facilities management in the United Kingdom. This operating company is one of the leading construction and property companies in the UK. The company has approximately 2600 employees. It conducts the majority of its activity through its subsidiaries, BAM Construction and BAM Properties. The company achieved a slightly increased turnover in pound sterling in 2009. BAM Construction succeeded in winning more than 50 new projects, many of them for leading organisations and businesses in the UK. Industry league tables positioned BAM Construction as the UK’s leading health contractor and number two in education and these sectors accounted for approximately 60 percent of the value of work won in 2009. Approximately 60 percent of turnover in 2009 came from healthcare and education sector projects. This was less than in 2008 percent) (75 but was compensated for by increased wins of private sector work such as the contracts to build a prestigious national centre in Milton Keynes for Network Rail and to build corporate a headquarters in Manchester for The which is based in Wilrijk, undertakes > Interbuild non-residential construction projects for both private and public customers. Interbuild’s work as a partner in construction consists primarily of new build and renovation of offices and distribution and shopping centres in Brussels and Flanders. Interbuild also won a number of major contracts in the luxury and service apartment segments of the residential sector in 2009. The company employs approximately 240 people and has an average of fifteen construction projects in progress at any given time. The projects are often well known, such as the Museum aan de Stroom in Antwerp and the Court Building in Hasselt. Interbuild concentrates in particular on green buildings with good energy performance. The company is installing a heat and cold storage system for the Flemish Administrative Centre in Leuven, for example, as well as free cooling and daylight compensation to lower energy consumption. This project meets the criteria for the (maximum) 4-star score for sustainability. Projects completed by Interbuild in 2009 include the Finance in Brussels, Tower the final Airport Garden building in The Corporate Village in Zaventem, AXA’s ‘The Capital’ building in Brussels, renovation of ’t Serclaes in Brussels, West End in Brussels, as well as 70 2009 Bidda, Qatar. Bidda, Al project het van uit deel maakt Taxis, und Thurn Palais kantoortoren, BAM Woningbouw BAM Construction. BAM (England). London College, Thames South hoge hoge Tesco. Trust and NHS Staffordshire Sainsbury’s, Derwent, Systems, BAE ASDA, as such regularly, works it whom with clients many for projects delivered also company The Glasgow. in Hospital Gartnavel for laboratories and (Manchester) Hospital General Trafford Durham, in Centre Care Primary Stanley Oxford, in Hospital Radcliffe John at Centre Cardiac the delivered company the health, In 2009. in colleges three and schools eight projects, university six completed Construction BAM ProCure21+. England, in framework healthcare national new the in aplace for bid to prequalified also UK Construct BAM Humberside. and Yorkshire in authorities local for Framework YORbuild the and England, of south-west the in authorities local for Framework Construction South-West the academies), educational (to build Framework Contractors National the framework, Trent plc Severn the in places won Construction BAM 2009, In work. of certainty and margin of level apre-agreed of advantages the offer and work of sources valuable are frameworks These framework. aparticular in participate to qualified successfully have which contractors of number limited a only from invited are work this for Bids agreements. framework through tender to out put are UK the in work construction of tranches large Increasingly, Edinburgh. Children, Sick for Hospital Royal the at facilities new and Newcastle, Hospital, Freeman at institute a transplantation Shropshire, in facility health amental build to projects included sector health the in won Work UK. the in school zero-carbon first –the Exeter in School Primary Montgomery and academy, one education, higher and further of colleges six Lancashire, of University the York, of University the University, Coventry for projects included education in won Work Co-operative. Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM company has approximately 800 employees spread spread employees 800 approximately has company The market. construction non-residential German the in companies leading the of one is Deutschland BAM million, €550 approximately of aturnover With 2009. in year successful another had Deutschland > BAM 85. page on sector engineering civil the on section the in further explained –are sector property and construction Irish the in Property BAM and Building BAM Contractors >BAM of activities The turnover. to relation in 7percent by emissions carbon its reduced had it that reported it 2009, In 2008. in footprint carbon own its assessed first company The reduction. dioxide carbon on targets government UK achieve to clients assist can it that so construction, and design sustainable on expertise its developing in and responsibility social corporate on strides further made UK Construct BAM Developments. Neptune for Wolverhampton in exchange multi-modal a build to acontract won companies the 2009, In London. King’s Cross, at project regeneration amajor on as such projects, of range awide on Nuttall, BAM UK, the in company engineering civil Group’s BAM Royal with collaboratively work to continues UK Construct BAM programme. Future’ the for Schools ‘Building government’s UK the under schools build to bids on PPP BAM with partnership continued UK’s Construct BAM in role akey plays FM BAM UK. the in 32 schools manages now and activities its of scope the increased management, facilities on concentrates that subsidiary the Management, Facilities BAM 85. page on sector property the on section the in described are Properties >BAM subsidiary the of activities The BAM Woningbouw. BAM (Netherlands). Gorssel district, Beukenhorst the in homes new Fourteen – which works with with works – which 71 2009 De 134 meterDe 134 shell of the new terminal at Schönefeld 3 Qatar embassy and ambassador’s residence, Jakarta (Sri Lanka). BAM Decorient. BAM International International BAM hoge kantoortoren, Palais Thurn und maakt Taxis, deel uit van het project Al Hidmi, Qatar. Airport near Berlin was completed on schedule in 2009. BAM Deutschland was involved in several PPP projects, including the Ludwigsburg Arena which opened at the end of 2009. The company has also been contracted by the German State of Brandenburg to handle the design, financing, operation and maintenance of the new parliament building in Potsdam near Berlin. BAM Deutschland specialises in the construction of penal establishments such as the prison complex in Wuppertal, where work is currently in progress. BAM Deutschland also has significant expertise concerning hospitals and care establishments. The company won its third contract in succession for the Hamburg- Eppendorf university clinic when it was awarded the contract to build a psychiatric clinic. The large contract to deliver the approximately million1.5 m across branches in Stuttgart, Berlin, Dresden, Dusseldorf, Frankfurt am Main, Göttingen, Munich and Nuremberg. BAM Deutschland offers a total service for non- residential construction across the whole of Germany. With its two subsidiaries, HBM Stadien- und Sportstättenbau and Müller-Altvatter Gebäudemanagement, it can be on hand for its customers at every stage of the construction process. Its experience and expertise as regards stadium projects make HBMStadien- und Sportstättenbau a much sought-after partner in the international arena as well. The stadium specialist was closely involved in two stadium projects in South Africa together with BAM International. Contracts were won in the year under review to build the Coface Arena in Mainz and to modify the Mercedes-Benz Arena in Stuttgart, which is the home ground of German Bundesliga football club VfB Stuttgart. Al Hidmi, Qatar. Taxis, maakt Taxis, deel uit van het project hoge kantoortoren, Palais Thurn und BAM Utiliteitsbouw meter De 134 Approximately 300 luxury homes and open market plots in the De Hoven villa park, Dordrecht (Netherlands) (with third parties). AM. Inset: Office of Statistics Netherlands (CBS) (22,000 m2), Heerlen (Netherlands). Design: Meyer en Van Schooten Architecten, Amsterdam. IPMMC Vastgoed, BAM Utiliteitsbouw.
Property 73 2009 commercial property at year-end The 2008). number of unsold homes under construction dropped to at727 year-end homes 2009 at year-end (974 The 2008). Group remains positive about the long-term prospects for the Dutch residential market, partly due to the overall shortage of good quality homes. The property activities in the United Kingdom and Ireland have been at a very low level for some time. In Ireland it appears that the market has reached rock bottom, following the formation of the property restructuring bank NAMA. The low transaction volumes mean that the situation remains uncertain. The valuation of the Irish property positions, based on current projections for revenue from sales and rental, resulted in a loss of €25 million in 2009. The provision for losses in the United Kingdom that was formed in 2008 and the first six months of 2009 has proven sufficient against the backdrop of the present market situation. In Belgium, Kaïros performed well. The property company managed tobe successful in difficult market circumstances. The total property-related investment in inventories Decemberas at 31 2009 million dropped to €1,714 (year-end million), in part 2008: €1,785 because of the impairments taken. Of the total inventories, €1,446 million is situated in the Netherlands, million€161 in the United Kingdom, million €74 in Ireland and €33 million in Belgium. Those investments of 2 of commercial 2 property (72 homes and approximately 2,000 m The loss in the property sector is highly disappointing. During the fourth quarter, operational losses rose by million,€51 primarily in the Netherlands. The Group also formed an additional impairment on property positions during the fourth quarter, to the sum of €50 million. The total impairment on property positions in 2009 comes to €94 million. In the Netherlands, the operational loss for 2009 was €95 million. This includes provisions for lower revenue forecasts for current projects, costs for redeveloping projects (including the write-off of old development costs) and insufficient coverage of overheads. Early BAM combined in 2010, the property activities of AM and BAM into a single organisation, operating under the name of AM. The integration is on schedule. On the operational level, the organisation’s performance in matches2010 the expectations in terms of new residential construction, its principal core activity. The Dutch residential market showed ups and downs during the course of the with year, a nadir during the first quarter and a fourth quarter that was better than expected. However, the market remains at an unsatisfactorily low level. Consumer confidence must return in order to structurally restore the market. The Group sold a total homes of 1,983 from its own developed stock 5,334). 2007: in 2009 (2008: 3,231; The Group’s supply of unsold and unlet property in the Netherlands, December as at 31 2009, was limited: 62 homes and approximately 5,000 m Turnover in the property sector is under pressure in all home countries because of the downturn in the markets. The sector closed the financial year 2009 with an operational loss million million, of €132.3 (2008: interest €47.4 charges adjusted to take account of restructuring of the AM financing facility). A total additional impairment on property positions of €94 million was also taken in 2009, as wellas €40 million inimpairment of goodwill. The order book fell to million €1,467 (2008: €2,460 million). 74 2009 Kaïros (in joint venture). venture). joint (in Kaïros (Belgium). Antwerp spaces, parking Bidda, Qatar. Bidda, Al project het van uit deel maakt Taxis, und Thurn Palais kantoortoren, (26,720 m offices Link BAMCity Woningbouw hoge hoge €490 million). €490 2008: (year-end million €503 totalled loans property non-recourse the and million) €268 2008: end (year million €302 totalled loans property recourse the 2009, 31 at December As loans. project non-recourse and recourse using financed partly been have inventories in 2 ) and 600 600 ) and AM (with third parties). third (with AM Eindhoven. Bosrijk, Groenplaats homes, 460 approximately of Development Al Hidmi, Qatar. Hidmi, Al project het van uit deel maakt (Netherlands). Eindhoven of area Bosrijk Groenplaats the in homes 460 approximately of Development nd Taxis, nd Wijchen and Hoogh Waalre in Waalre. in Waalre Hoogh and Wijchen in Oostflank Vlaardingen, in Lede Hoog Park Rijswijk, in Eikelenburg including projects, housing planned of anumber for concerned authorities municipal the with signed were agreements Co-operation term. medium the in out carried be can that projects acquiring by book order property its increased AM completed. also was Dordrecht in Hoven De Villapark and Hoven De Landgoed projects residential the on Work doors. its –opened Hague The in Leidschenveen in area central new –the centre shopping Veen Hoge ’t Assen. in area city-centre Kloosterveste the and Bosch Den in site hospital Ziekengasthuis Groot the of redevelopment the Vlissingen, in Scheldekwartier Dordrecht, in Stadswerven as such development, area multi-purpose for plans large-scale of anumber in aparticipant is AM benefit. to able were particular in buyers house first-time which from authorities, municipal various with co-operation in results good achieved AM package, stimulus construction housing the by provided framework the within Working (Amstelveen). Kopstukken and (Utrecht) Meerstroom De (Berkel-Enschot), Enschotsebaan Echt projects construction residential the included efforts sales Successful completions. project and sales on concentrated was effort of deal agreat circumstances, market difficult extremely of background the Against 250employees. approximately has AM new The market. future and current the on property commercial and housing of developer aleading become to position ideal an in is that company property broad-based strong, anew, created has companies two the of 2010. merger The 1January from effect with AM name the under operating company asingle become to merged Vastgoed BAM and > AM 75 2009 De 134 meterDe 134 ), Stockport), (England). 2 BAM International International BAM hoge kantoortoren, Palais Thurn und maakt Taxis, deel uit van het project Al Hidmi, Qatar. BAM Properties, BAM Construction. common vision of sustainability – in order to develop and build specific projects. AM is also the initiator of the Sustainable Area Development Toolkit which is currently being prepared. Whendevising and developing sustainable and inspiring living environments AM actively considers all the interests and all the stakeholders in an open planning processto ensure that optimum use madeis oflocations – both in the urban and in the rural environment. Sustainability is always an integral component of any project. The consequent collaboration with business partners and customers (government bodies, housing corporations, corporate clients, investors and civil- society organisations) and with consumers therefore results in special projects and high-quality areas in which to live, work, shop and pursue leisure activities. > IPMMC Vastgoed is a full-service provider for consultancy, project management, development and concepts. IPMMC Vastgoed’s greatest strength is finding solutions for projects in complicated situations, such as projects where there are issues regarding feasibility, town-centre circumstances, ownership structures, partnerships and spatial planning procedures. IPMMC is involved in various extensive development projects, including the De Voorwaarts retail property and sports centre in Apeldoorn, the redevelopment of the De Batau shopping centre in Nieuwegein and the Damrak project in Amsterdam. As a risk-bearing developer, IPMMC also built the sustainable Statistics Netherlands office (CBS) in Heerlen which uses underground mine water as a source of energy. The company also provides project management for various office developments such as the ING House in Amsterdam. St. Peter’s Square office development (4,800 m AM won prestigious awards for the former warehouse St. Jobsveem (National Renovation Award) and the office of the De Woonplaats housing corporation in Enschede (Twentse Property Award). AM distinguishes itself from the competition by developing and implementing innovative, sustainable concepts. By combining the expertise of BAM Vastgoed and AM, the new company is firmly established as the market leader where sustainability is concerned. On a large number of projects AM is already meeting the objectives in the set Spring for 2012 Accord, which is a joint initiative of theMinistry of Housing, Spatial Planning and the Environment and the various sector organisations. date, AM has To started work on or completed approximately homes 1,500 with an excellent energy performance because they use the tried and tested heat and cold storage system. AM is also preparing approximately 3,000 homes in which sustainable energy concepts will be implemented. The project to build ‘passive 103 houses’ in the Columbus Quarter in Almere started in Augustus 2009 asthe first project in the Netherlands where the passive house concept is being implemented to a common design. Energy consumption will be reduced to an absolute minimum in these homes. Passive houses can be ground level only, or multi-storey like the apartments now being built in ’t Kotmanpark in Deventer. Construction of a highly sustainable office building for Rabobank has also begun in Apeldoorn. The sustainable solutions used include hot and cold storage, a ‘green’ roof, photovoltaic cells, high-performance insulation and sustainably produced wood. AM launched the initiative for the Sustainable Retail Property Toolkit for commercial property. The aim of this toolkit is to ensure that municipal authorities, investors, retailers, developers and construction companies work together systematically – based on a Al Hidmi, Qatar. Taxis, maakt Taxis, deel uit van het project hoge kantoortoren, Palais Thurn und BAM Utiliteitsbouw meter De 134 76 2009 2009. of beginning the at forecast the to compared result improved an to contributed activities These Liver. Royal to them sold then and Street, Buchanan thoroughfare, shopping premier Glasgow’s on development its in units retail the of two let Properties BAM Investments. Threadneedle to building the sold subsequently and lease a10-year on renewables npower RWE to Swindon in development park business Fields Lydiard its in House Auckland let company The plc. Pharma Fulcrum to Park Glory at space let also company The Association. Housing Paradigm to Wycombe High at development office Park Glory Properties’ BAM in building largest the of sale the in reflected was This buildings. specification high sustainable, for market property UK’scommercial the to returning demand of signs cautious some were there 2009, of end the Towards sale. and letting for Properties BAM by marketed actively being are and completed were Midlands West Solihull, in Fore and Stockport, in Square St Peter’s at developments office Commercial Edinburgh. and Glasgow in streets shopping premier the on sites retail two of development with continued also It portfolio. current its of lettings and sales completions, on concentrated Properties BAM recession, the during interests Group’s property the managing for Group BAM Royal of strategy overall the with accordance in 2009, In UK. Construct BAM of asubsidiary is Properties > BAM agreements. rent long-term under elderly the for flats 500 let and develop to contract the by shown is as successful, proving is strategy diversification This market. office the outside possibilities development on increasingly focussing is Kaïros parties. private to let fully were (27,000 Antwerp m²)in Citylink and (10,000 Brussels m²)in Westend as such developments office various 2009, of quarter second the in investors relevant the to transfer and completion Following climate. economic difficult the in profitable remain to able been has Kaïros market. property Belgian the on players successful most and largest the of one is 2007. company The since Group the of part 1989, been has since and offices > Kaïros has been operating as a developer of high-end high-end of adeveloper as operating been has buildings in prime locations. locations. prime in buildings sustainable developing by market the of end high-value the on concentrate to continue will company The value. fair for portfolio current its of sales and letting on concentrate to continue will 2010,In Properties BAM Sportstättenbau. und Stadien- HBM consortium), a of (as part International BAM (South Africa). Elizabeth Port seats), (46,000 Stadium Bay Mandela Nelson 77 2009 Pedestrian bridge (114 m long) in the centre of Stirling (Scotland). BAM Nuttall. Inset: Widening of the A4 (north) with the building of an aqueduct, Burgerveen (Netherlands). BAM Civiel.
Civil engineering 7979 2009 2009 German company Wayss & Freytag Ingenieurbau achieved a modest profit, as anticipated, from increased revenue. The order book is at a high level due in particular to various large tunnel contracts. BAM International made a good contribution to the overall result from higher revenues. The order book is considerably smaller than the high level of 2008. The company focuses on specialist niche markets outside Europe, where it applies a selective contracting policy. The Dutch civil engineering companies recorded lower results in 2009, but considering the market conditions still performed well. BAM Wegen and BAM Infratechniek, in particular, contributed substantially to the results. The Dutch order book is ata comparable level to that of the preceding The year. volume in the Dutch civil engineering market remains steady, in part because of the projected impact of government incentives. In the United Kingdom, BAM Nuttall performed well in difficult market conditions. Measured in pounds sterling, revenue and results were similar to the preceding year. The current market is characterised by strong competition and lack of certainty regarding lower government spending after the upcoming elections. increased. book order The The Belgian civil engineering operations recorded higher revenue, results and margins during 2009 than they did in the preceding Despite year. sufficient market volume, fierce competition put pressure on pricing when contracts. for tendering In Ireland, BAM Contractors achieved a good margin fromreduced revenues. Circumstances in the Irish market are extremely difficult and the market volume in both the private sector and the public sector is very low, which is reflected in a diminished order book. BAM Contractors is therefore forecasting significantly reduced revenues for the next few years and has modified its organisation accordingly. Royal BAM Group operates in the civil engineering sector on the Dutch, Belgian, UK, Irish and German markets. BAM International carries out specialist construction and civil engineering projects worldwide. The Group achieved a turnover in the civil engineering sector in 2009 of €3,944 million (2008: million). €3,795 The result before tax was million million), which (2008: €139.2 €114.2 represented a margin of 2.9 percent percent). (2008: 3.7 The order book fell to million €4,777 (2008: €5,248 million). 80 2009 BAM Civiel. BAM Qatar. Bidda, Al project het van uit (Netherlands). deel Hague maakt Taxis, The und Thurn Palais crossroads, nearby and kantoortoren, viaduct rail Put De the of BAMReconstruction Woningbouw hoge hoge the New Rijksmuseum in Amsterdam and for De Nieuwe Nieuwe De for and Amsterdam in Rijksmuseum New the for progress in are projects engineering civil Underground N31. the in Civiel BAM by built Aquaduct Langdeel the and 2009) in completed was (which Zaanstad in Bridge Juliana the both for awarded was Award Concrete The Arnhem. in ProRail for capacity railway of expansion the and Beverwaard of district Rotterdam the in RET for depot tram the Holland, Zuid of Province the for Bridge Cycle Hartel the includes progress in Work Nijmegen. in bridge municipal second the for awarded was contract the and Gasunie for completed was Eemstunnel long four-kilometre- the for bore the Leiden, and Burgerveen between motorway A4 the of part southern the widening on started work projects: engineering civil of anumber in reached were milestones Important market. the of segments energy and industry water, parking, engineering, civil the in projects out carries Civiel BAM Elsloo. and Breda Zuidbroek, Amsterdam, in branches has also Civiel BAM Gouda, in headquarters its to addition In Wegen. BAM under organisationally placed be will 2010,of Betontechnieken BAM course the In unit. business specialist 2010in one form to Grondtechniek BAM with merge will Support Project BAM regions. East South and West South East, North West, North the and Projects Central of consists Civiel BAM Amsterdam. to Schiedam from relocated was office Grondtechniek’s BAM Grondtechniek. BAM specialist foundation at employees the and Gouda in headquarters company’s the at staff office the concerned mainly reorganisation The 800. approximately of a workforce leave to fifty about by reduced was employees of number year. The financial the during restructuring major out carried Civiel BAM and maintenance. management to construction and design development, concept from varies work The market. industrial and engineering civil the for projects construction > BAM Civiel concentrates on specialist concrete concrete specialist on concentrates Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM BAM Civiel. BAM 2009). Award Concrete the of (winner (Netherlands) Zaanstad Bridge, Juliana techniek, Ravesteyn and Van den Berg Infrastructuren). Infrastructuren). Berg Van den and Ravesteyn techniek, &Besturings- Verkeers- VTN Industrie, en Leidingen (BAM area abroader across operate that companies four and South) and East North West, (Mid companies regional three around organised is Infratechniek BAM 2009. in force into came which Act Exchange) (Information Grids Underground the to relating services provide to review under year the in Services WION established parties third of anumber and Infratechniek BAM pipelines. of locations the of recording digital and techniques renovation pipe systems, storage cold and heat include markets niche specialist main Infratechniek’s BAM systems. storage and pipe industrial and equipment tunnel systems, traffic include also competencies key company’s The systems. heating and (waste) water electricity, gas, rail, data, telecommunications, for networks pipeline Infratechniek >BAM 1,900, approximately of aworkforce With achieved a level 3CO alevel achieved Civiel BAM ladder, performance ProRail’s to According SITA Roosendaal. for in plant incineration waste industrial Baviro the expanding and Moerdijk, in Essent and Rotterdam in Enecogen for stations power new the for work engineering civil the out carrying zone, Maasvlakte the in Oil Neste for jetty and factory biodiesel the building is Civiel BAM segments energy and industry the In England. of East North the in Newcastle Tyne Tunnel near the and Rotterdam, in zone industrial and port Maasvlakte Tweede the in work engineering civil miscellaneous and walls quay the Eemshaven, in wall quay Wilhelminahaven the Canal, Zuid-Willemsvaart 6on 5and 4, locks includes work engineering Hydraulic Leeuwarden. and Nijverdal Doetinchem, Alkmaar, in parks car building is Civiel BAM Assen. in centre cultural Kolk reducing its own CO own its reducing further on efforts focus to continues company operating designs, builds and maintains cable and and cable maintains and builds designs, 2 2 emissions. certificate at the end of 2009. The The 2009. of end the at certificate 81 2009 De 134 meter meterDeDe 134 134 Laying of two PP ultra-pure water pipelines,pipes and cables for Gasunie, Schoonebeek (Netherlands). BAM Infratechniek. BAM International International International BAM BAM hogehoge kantoortoren, kantoortoren, Palais Palais Thurn Thurn und und maaktmaakt Taxis, Taxis, deel deel uit uit van van het het project project AlAl Hidmi, Hidmi, Qatar. Qatar. The main office in Breda is the base for all new-build and renovation projects. BAM Rail also has branches in Dordrecht (plant and equipment), Eindhoven and Rotterdam. The company has a staff of approximately 900. BAM Rail works closely with other BAM companies and this deployment of combined experience and expertise resulted in various successful projects in 2009, such as the renovation of the track on a 340-metre-long bridge over the River Maas near Ravenstein in the province of Noord-Brabant. Group-wide co-operation was also the basisfor BAM successful Rail’s completion of the extensive and complex renovation of the Velser Railway in Tunnel August. BAM Rail is one of the BAM companies involved in the Sporen project in Arnhem, for which work began in 2009. Project completion is expected at the end of 2012. BAM Rail also works with other BAM companies outside the Netherlands. BAM Rail Ltd, for example, which is the result of co-operation with the Irish civil engineering company BAM Contractors, is currently building a 4.2 kilometre-long tram line in Dublin. BAM Rail is laying kilometres20 of tram line in Edinburgh in Scotland and in Duffel, near Antwerp, BAM Rail is carrying out miscellaneous rail work for group company CEI-De Meyer. BAM Rail has also formed a joint venture with Betonac to build municipal a railway line near (metro) Charleroi. BAM Infratechniek acquired the Ravesteyn companies in Lopik during the year under review. With approximately employees,180 Ravesteyn operates in the telecommunications infrastructure market in the Netherlands and Belgium. BAM Infratechniek’s customers include almost all telecommunications, gas, electricity,water and heating network operators. The company also works for organisations such as the Dutch Directorate-General for Public Works and Water Management, local and provincial authorities, ProRail, Shell, Gasunie and Vopak. In 2009, work started on the construction of an underground natural gas buffer near Zuidwending for Gasunie, as well as on the design and construction of a tank storage facility in Amsterdam for Vopak. Working under the BAM Infra flag, BAM Infratechniek is working with other BAM companies on a range of multidisciplinary projects, including Sporen in Arnhem for ProRail. BAM Infratechniek continues to focus on offering a full-service package from design to management and maintenance, which means that the company is self-sufficient in offering the full range of services to its customers. The key factors for success are reliability, engineering capacity and a sound, in-house organisation to arrange project implementation and repairs. > BAM Rail is an all-round rail company that offers a complete service package for new-build, maintenance and renewal projects on and around the railway in both market. international and national the BAM largest Rail’s customer is ProRail, the company that manages the main rail network in the Netherlands. BAM Rail also works for regional and local public transport companies (tram and metro lines) and national and local network managers in the United Kingdom, Ireland and Belgium. AlAl Hidmi, Hidmi, Qatar. Qatar. Betonac. Taxis, maaktmaakt Taxis, Taxis, (Belgium). deel deel uit uit van van het het project project hogehogeGewestelijk kantoortoren, kantoortoren, ExpresNet, Palais Palais Thurn Thurn Dilbeek und und BAMBAMRaising Utiliteitsbouw Utiliteitsbouw and improving platforms meter meter De De 134 134 for 82 2009 BAM Rail. BAM Qatar. Bidda, Al project het (Netherlands). van uit deel Beverwijk maakt Taxis, und Thurn Palais Canal, Sea North the kantoortoren, Tunnel under Railway Velser the of BAMRenovation Woningbouw hoge hoge BAM Wegen is working with other BAM companies on the the on companies BAM other with working is Wegen BAM material. alow-maintenance is and life service a long has it because concrete use to chose authority municipal the where Apeldoorn, in Veluweweg Oost the namely Netherlands, the in road concrete low-noise double-layer first the built unit business Betonwegen BAM The Amsterdam. and Hague The between route motorway busy this of widening the in step another represented and motorways A4 and A44 the between link new a provided year the of middle the in flyover Burgerveen the of opening The review. under year the during Burgerveen-Leiden near motorway A4 the of widening the started companies BAM other and Wegen BAM barriers. crash and measures management traffic (temporary) building, road mechanical grounds, sports landscaping, technology, environmental barriers, noise including fields of arange in active are which subsidiaries specialist nine and offices regional seven has company operating This Netherlands. the in year every projects 2,500 around out carry who 1,700 people approximately employs Wegen BAM development. area and abatement noise activities, environmental and sewerage ground, infrastructure, traffic of maintenance and management construction, design, the are Wegen >BAM of activities core The the competition. over advantage an acompany gives ladder the on position BAM Rail has been the holder of a level 4CO alevel of holder the been has Rail BAM Netherlands. the in South Line Speed High the maintains Rail BAM contract, PPP Infraspeed the in partners the of one As HSL. the of development the in involved those all for moment aspecial was 2009 (HSL) September in line high-speed the on service passenger the of start The December 2009. Companies can climb up ProRail’s CO ProRail’s up climb can Companies 2009. December of beginning the -since level highest second the terms of measures to reduce CO reduce to measures of terms in better performing (objectively) by ladder performance 2 Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM BAM Wallonie. BAM Belgium. (Bierset), airport Liège project, extension runway the of part as canopy Railway emissions. A higher Ahigher emissions. 2 certificate – certificate 2
concepts and completed coastal defence and water water and defence coastal completed and concepts for awards (international) won Infraconsult BAM 2009 In phases. management and construction design, the covers work The work. architectural and engineering civil to relation in development business management, systems engineering, innovation and risk supervision, and inspection consultancy, design, includes services of range Infraconsult’s BAM Singapore. and Utrecht Breda, Hague, The Apeldoorn, office), (head Gouda in branches its across spread employees 200 has company operating This sector. engineering civil Group’s BAM Royal for office > BAM Infraconsult temperature. to sensitive less alot operation the makes which run one in laid are layers both because TAS method the using well as autumn the in properly laid be ZOAB can Double-layer measures. noise-abatement overall of part as system) asphalt layer (= doubIe method TAS the using laid was concrete) asphalt open (= very ZOAB Double-layer Act. Widening Road Emergency the by covered is project This tender. advantageous most economically the submitted having contract Barneveld A1 the won Hoevelaken- Wegen BAM autumn, the In entry. the for Award Sustainability the won and Management Water and Works Public for General Directorate- the by organised Day Innovation Water and Transport Mobility, the at A2’ the on concrete asphalt low-energy ‘Laying called entry an submitted Wegen BAM southbound. and north both lanes four to motorway the widening is parties third Wegen) and BAM (including companies BAM of consisting venture ajoint Everdingen-Everdingen, near A2, the on north Further southbound. lanes three and northbound lanes three to widened being is road The Area. Service Lucht De the and Empel near Bridge Maas the on including A2, the of part Zaltbommel-Maas is the consultancy and engineering engineering and consultancy the is 83 2009 De 134 meterDe 134 Fishing port of Dikkowita (Sri Lanka), including Xblocs breakwaters, developed by BAM Infraconsult. BAM International. BAM International International BAM hoge kantoortoren, Palais Thurn und maakt Taxis, deel uit van het project Al Hidmi, Qatar. Balteau works mainly in the Walloon part of Belgium, where the company has built countless water purification plants. However, there is interest from all around the world in Balteau’s specialist knowledge. A project was carried out in 2009 in Ho Chi Minh City in Vietnam, for example, and contact has been made regarding a number of projects in (North-West) Africa. FED Holding significantly increased its turnover in spite of the difficult market conditions. The company works with other BAM companies on numerous projects. For example, FED Holding worked with Galère at Liège Guillemins Station as well as on the restoration of the Curtius Museum in Liège. FED Holding was also responsible for the heating system and electrical engineering in the renovation of a conference centre in Brussels. This operating company is also involved in joint ventures with CEI-De Meyer and Interbuild. Based in in Belgium, Sint-Truiden > Betonac builds concrete and asphalt roads and other infrastructure. The company and has was approximately set up in 1910 employees.330 Betonac has a modern laboratory for testing concrete and asphalt mixtures, as well as its own design office. Betonac was involved in the building of almost every motorway in Belgium (both concrete and asphalt motorways). The company has extensive experience of renovating motorways and minor roads. In 2009 Betonac renewed approximately 270,000 m² of road surface on and the A number E429. the E40, of the major E411 motorway interchanges were also renovated in 2009, including between and the the R0 E19 in Brussels, as well flyoveras the E17 over the E40 in Zwijnaarde. Work began on rebuilding interchange and E314 the E313 at Lummen in the autumn of 2009. Betonac specialises in laying concrete surfaces and laid both concrete platforms and access roads on industrial estates for various customers during the year under review. bringstogether all ofthe BAM companies BAMWallonie that operate in the French-speaking part of Belgium (the Walloon provinces and Brussels). With a turnover of approximately €300 million and a workforce of 1,200, BAM Wallonie occupies leading a position in this market. The company is involved in almost all major Walloon construction projects, with the business units providing their own special skills in each case. Galère constructs both buildings and infrastructure. Balteau focuses on designing and constructing electro-mechanical systems for purifying, treating and pumping water. FED Holding specialises in heating and electrical engineering. The architecturally distinctive Liège-Guillemins Station on the high-speed line opened its doors during the year under review. Galère was part of a consortium responsible for the station’s concrete structure. The company was also involved in 2009 in the Crystal Data Center in Bergen, the restoration of the Winter Gardens at the famous Hotel Metropole in Brussels, the RER line between the cities of Limal and Limette, a metro line in Charleroi and the Schuman-Josaphat project to convert the Schuman rail and metro station and build a 1.5-kilometre-long railway tunnel in the European quarter of Brussels in a joint venture including fellow BAM companies CEI-De Meyer and Wayss & Freytag Ingenieurbau. During the year under review Galère also joined forces with these other BAM companies to start building the Liekenshoek in Tunnel Antwerp. Galère is also working with Wayss & Freytag Ingenieurbau in Luxembourg, namely onthe Grouft and Stafelter Tunnels. Galère won a contract to build a new railway viaduct next to the impressive Pulvermühle Viaduct in Luxembourg City. management projects. The company also worked together with scientists to develop concepts to reduce traffic nuisance. Tests have shown that these concepts reduce the amount of air pollution in and around tunnels and motorways. These tests are being conducted in close co-operation with customers. > AlAl Hidmi, Hidmi, Qatar. Qatar. denVan Berg Infrastructuren). Taxis, maaktmaakt Taxis, Taxis, BAM deel deel Wegen BAM uit uit (en Civiel van van het het project project en hogehogeand kantoortoren, kantoortoren, Maasbrug (Netherlands). Palais Palais Thurn Thurn und und BAMBAMWidening Utiliteitsbouw Utiliteitsbouw of the A2 between meter meter De De 134 134 Zaltbommel 84 2009 Bidda, Qatar. Bidda, Al project het van Wallonie). uit (BAM deel Balteau maakt Taxis, und Thurn Palais (Belgium). kantoortoren, Jemeppes-sur-Sambre plant, purification BAMWater Woningbouw hoge hoge homes in Merchtem en Zwijndrecht, the prestigious ‘De ‘De prestigious the Zwijndrecht, en Merchtem in homes care and rest Ghent, at box signal the include progress in currently projects Other Bruges. in Hanzepark and Evere in Sohie projects construction residential the for customer the also is BAM Immo company property The BAM. Immo for Anderlecht in progress in is project Bara The units. 550 residential than more comprise together which (Ernotte) Elsene and (Bervoets) Vorst in buildings apartment including projects, of number a completed Meyer CEI-De of Division Buildings The Ingenieurbau. &Freytag Wayss with collaboration in well proceeding is link) rail underground an of form the in airport national the to access north (the project Diabolo the on work The Vroenhoven. in Canal Albert over bridge new the and Duffel in project Netebruggen the Limal-Limelette, 161 line on at E19, infrastructure the rail over the bridge huge the of positioning the road, ring Brussels the and Mechelen-Zuid E19 the of between reservation central the on work engineering civil the Ghent, in Plant Power Siemens the Ghent, in Viaduct Snepkaai the include 2009 in Meyer CEI-De by completed Projects Airport. Brussels at project Diabolo the and Brussels in project Schuman-Josaphat the Antwerp, in link rail Liefkenshoek the Station, Bruges as such projects construction major in involvement its by shown is as market, construction Belgian the on position aleading has company The (near Ghent). Nazareth-Eke and Brussels in based is and 550 employees approximately has Meyer > CEI-De Genval. in plan mobility Network Express Regional the in projects important most the of one building started Galère company BAM fellow and Betonac 2009, In Network). Express (Regional ExpresNet Gewestelijk the of part as Infrabel, manager, infrastructure railway Belgian the for region Brussels the in progress in are projects major of Arange walls. quay and bridges tunnels, to barriers noise from ranging work, engineering civil other undertakes also Betonac building, road to addition In Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM BAM International (in joint venture). joint (in International BAM Tanroads. agency roads national the for Highway Tanzania-Zambia 150 of the of km Renovation centre of London, the Evergreen 3 rail improvement improvement 3rail Evergreen the London, of centre the in station tube Road Court Tottenham of upgrade the included year the during secured contracts Major Council. Chester and County West Cheshire Rail, Network with contracts framework also and Rosyth, in dock dry carrier aircraft an of expansion and renovation Busway, Guided Cambridgeshire the Civiel), BAM from involvement (with project pipeline gas BritNed the London, East in Stratford at Park Olympic the of remediation the as such 2009, in progress in were contracts prestigious highly of A number people. 3,000 over of workforce employed adirectly with subsidiaries and divisions units, business of anetwork through basis, a regional and national a on market engineering civil the of sectors all in operates company The market. UK the in contractors engineering civil leading the of one be to continues Nuttall BAM sectors. rail and energy management, waste the in secured been have that contracts substantial the in reflected is position market strong company’s The infrastructure. UK’smajor the improving in role prominent amore play and position market asuperior into business organisations construction leading other Europe’s of some also and companies group BAM with combination in Working restaurant. student the redevelop to as well as park car underground an and homes 650 student approximately (‘DBFM’) maintain and finance build, design, to Ghent of University the from 2009 in contract a won jointly PPP BAM and Meyer CEI-De ‘Diabolo’, and ‘Liefkenshoek’ projects PPP the to addition In 2009. of end the at Maxima Princess and Mathilde Princess by opened was Leuven in complex museum ‘M’ unique The Antwerp. in centre cultural Singel De the of expansion the and Mechelen in building office Plaza Stephenson the Aalst, in complex apartment Mouterij De the Rupelmonde, in project Scheepswerf’ Oude is beginning to leverage the the leverage to beginning is Nuttall > BAM 85 2009 De 134 meter meterDeDe 134 134 Hengsberg Railway (length: Tunnel nearapprox. km) Koralm (Austria). 1.7 Wayss Freytag & Ingenieurbau. BAM International International International BAM BAM hogehoge kantoortoren, kantoortoren, Palais Palais Thurn Thurn und und maaktmaakt Taxis, Taxis, deel deel uit uit van van het het project project AlAl Hidmi, Hidmi, Qatar. Qatar. Programme for Radiation and Oncology (NPRO) treatment centres at James St and Beaumont Hospitals (both in Dublin), as well as the new CuraheenHospital in Cork for (due In completion 2009 BAM early in 2011). Building completed the Information Technology Building at University College Cork and work is underway on the New Engineering Building for the National University of Ireland in Galway which is due for completion towards Inthe 2009 end BAM of 2010. Building completed the construction of Royal Hospital in Donnybrook and the magnificent VISUAL Centre for Contemporary Art & the GeorgeBernard Shaw Theatre in Carlow. Also, BAM Rail Ltd was established in Ireland in 2009 by the Dutch company BAM Rail bv and BAM Civil. BAM Rail Ltd provides comprehensive rail construction services exclusively for the Irish market. Its first project, LUAS Citywest is the construction (Line A1), of a new 4.2 kilometre long rail link in Dublin. The work also includes five new stops, two new substations and a 310-space park-and-ride facility and is due for completion in April 2010. – the Group company that operates scheme, which will dramatically reduce journey times between London Marylebone and Birmingham, and the refurbishment of the northbound bore of the Blackwall road tunnel in London. The company is totally committed to improving the skills of its personnel at all levels within the organisation. The site workforce is encouraged to undertake National Vocational Qualifications to improve their skill levels and there is a comprehensive training and mentoring programme for new student entrants and a significant investment in management development. Contractors > BAM on the Irish construction market under the names BAM Civil, BAM Building and BAM Property – experienced a challenging year in 2009 because of the economic downturn and banking crisis in Ireland and the resultant impact on the construction industry. Private development has practically ceased and large civil projects such as new motorways have almost stopped as theIrish government scales back its infrastructure spend. BAM Civil is the market leader in the civil engineering sector and has contributed significantly to the provision of Ireland’s built infrastructure. In October 2009 BAM Civil completed the Waterford N25 Bypass PPP Project months10 ahead of schedule. Ongoing projects include the N9 Waterford to Knocktopher dual carriageway (due for completion Portlaoise the M7/M8 in early 2010), motorway PPP project for (due completion in September Cill Ronain Harbour2010), for (due handover in mid- and the Ballymore2010) Water Treatment Plant for (due The Castleislandhandover in mid-2011). Bypass project in County Kerry commenced in 2009 and is due for completion in mid-2010. BAM Building is active on the Irish non-residential construction market. Its portfolio was enhanced by healthcare and higher education projects in particular in 2009. New healthcare projects include the National AlAl Hidmi, Hidmi, Qatar. Qatar. Wayss Freytag & Ingenieurbau. Taxis, maaktmaakt Taxis, Taxis, Hamm-Uentrop deel deel uit uit van van het het project project (Germany). hogehogethe kantoortoren, kantoortoren, RWE Power power station Palais Palais at Thurn Thurn und und Two coolingBAMBAMTwo for m high) Utiliteitsbouw Utiliteitsbouw towers (165 meter meter De De 134 134 86 2009 Bidda, Qatar. Bidda, Al project het venture). van uit joint (in deel Meyer maakt CEI-De Taxis, und Thurn Palais (Belgium). Mechelen near kantoortoren, E19 motorway (140 the over mlong) viaduct BAMRailway Woningbouw hoge hoge projects outside Germany. In Staffelter in Luxembourg, Luxembourg, in Staffelter In Germany. outside projects (tunnel) successful of anumber in fruit bearing also is companies BAM fellow various with co-operation Close Meuron. &De Herzog architects Basle by design the on based art modern for Küppersmühle Museum MKM the to extension spectacular the for shell the building is Ingenieurbau &Freytag Wayss Duisburg, In Leipzig/Halle. and Erfurt between link high-speed the of part as built was that tunnel rail twin-bore a6.8-kilometre-long is which Tunnel, Finne the for customer the also was Netz DB contract. original the in done work the with pleased was – Netz –DB customer the that shows which contract, afollow-up is This twin-track). long, kilometres (2.2 Tunnel Brandkopf the Tunnel and Silberberg 7.4-kilometre-long the build to contract the won that aconsortium of part was Ingenieurbau &Freytag Wayss road. ring central the of part be will which tunnel road athree-kilometre-long build to acontract won &Freytag Wayss Munich, In canal. the along travel to vessels larger enable to Canal Kiel the of side west the on tunnel cable a 450-metre-long building is also Ingenieurbau & Freytag Wayss Civiel. BAM with operation ajoint in completed was Netherlands) the in Groningen of (municipality Borgsweer and (Germany) Rysum between pipeline agas take to Eems the under tunnel kilometre-long afour of boring the example, For review. under year the during projects tunnel various in involved again once was company the and builder atunnel as reputation international agood has Ingenieurbau &Freytag > Wayss opportunities. business strategic pursuing and base cost its managing on fully focus to continue will and strong financially is 2010. in Contractors BAM market However, construction Irish the in expected not are recovery of Signs Al Hidmi, Qatar. Hidmi, Al project het van uit deel venture). joint Taxis,(in maakt und Thurn Palais Ingenieurbau kantoortoren, &Freytag hoge Wayss (Germany). 134 De Leipzig Tunnel, meter Vastgoed BAM City station in Hamburg is proceeding well. proceeding is Hamburg in station power fire coal megawatt 1,640 anew of construction The date. handover official the before well traffic city to opened Bridge Gablenz 338-metre-long the Kiel, In Stuttgart. in built being was U6 tunnel metro where site the at celebrated also was machine tunnelling the of breakthrough The a tunnel. in are of which kilometres 2.2 line, railway of kilometres 5.5 comprises contract This Ingenieurbau. &Freytag Wayss by built being Tunnel 1, Koralm also is project, this of part Another Austria. in projects engineering civil important most the of one is which link, rail Koralm Graz-Klagenfurt the of part is tunnel The achieved. was breakthrough tunnel the before Austria Tunnel in Hengsberg the on began work after months ten took only it example, For 2009. in progress in were that projects numerous in milestones significant achieved Ingenieurbau &Freytag Wayss Meyer. CEI-De and PPP BAM includes that venture ajoint in Antwerp near link rail Liefkenshoek the boring starting Ingenieurbau &Freytag Wayss 2010 of beginning the At achieved. was breakthrough tunnel first the when completed was work construction the in phase amajor Meyer CEI-De with Brussels Tunnel near Railway Diabolo 5.2-kilometre-long the build to project the In organisations. third-party of number a and Wallonie BAM with tunnel two-kilometre-long a building started &Freytag Wayss example, for 87 2009 De 134 meter meterDeDe 134 134 BAM International International International BAM BAM Concrete structure of a power station, (Germany). Bernburg hogehoge kantoortoren, kantoortoren, Palais Palais Thurn Thurn und und Wayss Freytag & maaktmaakt Taxis, Taxis, deel deel Ingenieurbau. uit uit van van het het project project AlAl Hidmi, Hidmi, Qatar. Qatar. In the Asia Pacific area, BAM International completed the contract to construct the LNG jetty berth for the Woodside Pluto LNG Project near Karratha on the Australian west coast. In Indonesia, where subsidiary BAM Decorient is active primarily in the non-residential and industrial construction sectors, new contracts were awarded for the renovation of an office building for TMT and a new office tower for Realty Tempo in Jakarta. BAM Decorient delivered several distinctive office buildings in Jakarta towards the end of 2009, as well as the Qatar embassy and ambassador’s residence. In Sri Lanka, BAM International acquired a contract in early 2009 for the design, construction and organisation of the fishery harbour in Dikkowita, some ten kilometres north of Colombo. is active in the Gulf States, BAM International > BAM Australia, Indonesia, Sri Lanka, South Africa, Tanzania and Libya. Currently the company has several projects in progress worldwide, both in the non-residential construction and the civil engineering sectors. In the Middle East, BAM International completed the 430-room Crowne Plaza Hotel and the 165-room Staybridge Serviced Apartment Hotel Island, on Yas Abu Dhabi, in the United Arab Emirates. Also Island, on Yas the welcome pavilion for Ferrari World was handed over to the client. At the end of 2009, Vopak Horizon Fujairah was able to receive vessels at two newly constructed mooring berths, which are part of its phase V offshore expansion project for its existing terminal in Fujairah, United Arab Emirates. In Doha, Qatar, the company completed the Al Hitmi office building. Projects in their final phase include the Ibn Battuta Gate commercial/ hotel complex in Dubai, as well as the Al Hitmi residential building and the storey 43 Al Bidda tower in Doha, Qatar. In a new early ammonia 2010, and fertiliser production plant will be handed over to Qatar Fertiliser Company in Mesaieed, Qatar. In South Africa the Nelson Mandela Bay Stadium in Port Elizabeth was completed. In January the Soccer 2010 City Stadium in Johannesburg was delivered, well in time for the Football World Cup that will take place in the summer of 2010. The renovation of Tanzania Airport phase 2 and – in a joint venture with Denmark’s Per Aarsleff – the renovation kilometre of a 150 stretch of the Tanzania- Gambia Highway between Iyovia and Iringa are moving forward according to schedule. BAM International. AlAlBAM Hidmi, Hidmi, Qatar. Qatar. 5), Fujairahmaaktmaakt Taxis, Taxis, 5), (United deel deel Arab uit uit van van Emirates). het het project project hogehogeterminal kantoortoren, kantoortoren, offshore expansion Palais Palais Thurn Thurn project und und (phase Two mooringBAMBAMTwo Utiliteitsbouw Utiliteitsbouw berths for the meter meter Vopak tanker De De 134 134 St. Peter the Apostle High School (1,500 pupils), Clydebank and Alexandria, West Dunbartonshire (Scotland). BAM PPP, BAM Construction, BAM Design, BAM Facilities Management. Inset: Brandenburg parliament building, Potsdam (Germany). BAM Deutschland, BAM PPP.
Public-private partnerships 89 2009 2009 was an active year for BAM PPP tendering in the Netherlands. Projects include several road schemes, where contracts are expected to be awarded in 2010. There is also a pipeline of future projects in the longer term in the roads and justice sectors. An attractive programme of active and future bids exists in the Belgian market in the road, rail, justice and education sectors. In the United Kingdom, substantial completion was achieved on the West Dunbartonshire schools project. The Building Schools for the Future programme has dominated bidding activities and three outcomes will be determined during the course Elsewhere, of 2010. encouraging developments have occurred in the infrastructure market where a number of bids are likely to become active during 2010. In Ireland, the Waterford N25 City Bypass, featuring a spectacular metre 450 span cable stayed bridge, was officially opened October on 19 2009 by the Minister for Arts, Sport and Portlaoise Tourism. The N7/N8 Motorway will open to traffic during BAM PPP was 2010. unsuccessful in its bid for Dublin Metro, but other bids are currently being progressed, and these include projects in the second wave of road projects and various other accommodation projects. The PPP market continues to develop well in Germany where the Group is actively involved in the bidding stages of the second wave of the A Model programme and various accommodation projects. BAM PPP and DIF (the Dutch Infrastructure Fund) formed a joint venture in 2007 which took over four operational UK projects from In December BAM PPP. 2009, agreement was reached for DIF to acquire the outstanding 50 percent of the joint venture. The transaction fits the long-term divestment strategy of Royal BAM Group to realise some of the underlying value in its portfolio of PPP projects, and to release funds to support the active bidding programme of BAM PPP. The result before tax million in 2009 was €11.2 million).(2008: The €19.4 decrease was due largelytocombination a ofan adverse exchange rate with the pound sterling, increased interest rates and high bid costs, along with the overall level of bidding activity. date, BAMTo has PPP 27 concessions within the portfolio, of are which operational. 15 Five PPP projects are no longer in BAM PPP’s own investment portfolio, but BAM has retained responsibility for management and maintenance. Committed net investment for the portfolio is currently million €189 (year-end 2008: approximately million) €180 of which million€61 (year-end 2008: €69 million) has actually been invested. student accommodation for the University of Ghent; a penal institution in Burgdorf in the Canton of Berne. the new building for the Parliament of Brandenburg in Potsdam; Underlying operational performance was steady and in line with expectations. BAM PPP’s established volume- related concessions withstood the recessionary pressures well and were at or near pre-crisis revenue levels by the end of the year. • • 2009 was a challenging year for the sector. PPP markets across Europe experienced strong development as governments looked increasingly to private finance to assist with their growing infrastructure development programmes. Increasing demand was set against a backcloth of economic uncertainty and an initial lack of liquidity in the banking markets. However, this position became gradually more stable as the year progressed. BAM PPP reacted well to these demanding conditions: of the four bids determined in thethree year, were successful. These projects reflected continuing development of PPP markets across Europe and in particular included success on the first PPP project in Switzerland. The level of bidding activity also significantly increased: at the end of the year BAM PPP had 22 active bids, spread evenly across all home markets, and a similar number of opportunities in development. The additions to the portfolio consisted of: • BAM PPP is responsible for Royal BAM Group’s involvement in the European public-private partnership (PPP) market. Its results reflect the income from its PPP organisation and investment activities. Results arising from construction and maintenance activities associated with PPP projects are reported under the relevant sectors. Operating from offices in Bunnik, Birmingham, Brussels, Dublin, Frankfurt am Main and Glasgow, BAM PPP is active in the roads, rail, education, health care, judicial and general sectors across all home markets. Rabobank data centre, Boxtel (Netherlands). BAM Techniek, BAM Utiliteitsbouw, Mostert De Winter. Inset: Welding of prefab cooling water pipes for data centre Equinix, Amsterdam.
Mechanical and electrical contracting 91 2009
2 m Digacom specialises in efficient application of the latest telecommunications technology, which can be seenin buildings such as the premises of the FNV trade union, the GoghVan Museum in Amsterdam and the Mesdag Museum in The Hague. Bringing together BAM Techniek - Energy Systems and BAM Duurzaam hashelped to make it clear that BAM Techniek operates throughout the entire supply chain from energy construction, development, innovation, management, financing and maintenance up to and including operation of energy systems. Energy Systems has also established a good reputation as a sustainable energy system consultant. BAM Techniek had an excellentrecord in 2009, which included installing heat and cold storage systems for the Euroborg high-rise apartment buildings in Groningen, Westwijk Zuidoost in Amstelveen and Art Court, a cultural centre in Hoofddorp. BAM Techniek - Energy Systems also contributed to the publication of the Sustainable Offices Toolkit. Organic growth was achieved in the industry segment through joint ventures with BAM Civiel, BAM Infratechniek and BAM Techniek - Industrie. The design-and-construct contract for the third line at the waste Twence incineration plant was a good example of the successes achieved by using a multidisciplinary approach. BAM Techniek secured a place for itself in the industrial market in 2009 by specialising in medium voltage, panelling, maintenance and technical automation. BAM Techniek Brandbeveiliging was once again certified by the leading international certification body LPCB, which made it possible for the company to install firefighting monitors at the premises of Finnish oil company Neste Oil in Rotterdam’s Maasvlakte industrial zone. The technical management work involves multidisciplinary system management. In 2009 BAM Techniek introduced an Internet portal for customers with a view to increasing the level of service. New technical management contracts were signed with Rabobank Netherlands in Utrecht, the health care provider in Heerenveen, Talant Hoog Catharijne shopping centre in Utrecht and several branches of Corio. BAM Gebouwbeheer, a joint venture formed by BAM Techniek and BAM Utiliteitsbouw, saw a sharp increase in activities in 2009. Prologis chose BAMGebouwbeheer, for example, to manage and maintain more than 700,000 of logistical property. Contracts were also signed with Omron and BAM Materieel. with more than 1,400 employees. As a prominent knowledge-based company, BAM Techniek develops, designs, constructs and manages mechanical and electrical systems in non- residential construction, industrial, civil engineering and residential construction projects. BAM Techniek serves its customers throughout the Netherlands from fifteen sites and offers a complete, high-quality service package across the entire spectrum of its areasof expertise. In 2009 there was a special focus on further developments in fire safety,industry, ICT, sustainable energy systems and technical management. The ‘mechanical and electrical engineering’ content in buildings is increasing, due in part to the deployment of ICT systems for processmanagement. In many projects BAM Techniek is already providing input regarding BAM Techniek is a national operator in the Netherlands in multidisciplinary mechanical and electrical contracting, possible solutions and technical concepts from the initial phase onwards. As a market trendsetter, BAM Techniek is already making widespread use of three-dimensional design CAD). (3D In 2009, BAM Techniek provided the electrical and mechanical engineering for a range of projects, including the new Achmea Health Centers, the new GGZ Drenthe premises in Assen/Beilen, the new Bergense School in Bergen, renovation of Steenen Trappen in Roermond and the new shopping centre called ‘The Wall’ in Utrecht, as well as completing the new safety system in the Zeeburger in Tunnel Amsterdam. BAM Techniek has extensive experience of building data centres and completed the Rabobank data centre in Boxtel (with BAM Utiliteitsbouw) as well as a data centre for Equinix, the largest hosting provider in the world, during the year under review. Various long-term projects are in progress in the health sector, including the Maas Hospital in Boxmeer and new premises for the Isala clinics in Zwolle and the Erasmus Medical Centre in Rotterdam. The acquisition of Digacom means that BAM Techniek is now a market leader in the high-end integration of building-related equipment and user systems with (IP-) integrated building systems for purposes such as communication, security, air conditioning, lighting and management. BAM Techniek achieved a good result before tax of €9.0 million in 2009 million). (2008: Operating €12.2 income increased to€260 million (2008: €243 million). Themargin was 3.5 percent (2008: percent). 5.0 At year-end 2009, the order book stood at a record level of €428 million (year end 2008: million). €274 Permit procedure for a natural gas receiving station for RWE Transgas Net, Pocerady, The Czech Republic. Inset: Design of the passenger terminal at Lviv International Airport (Ukraine) (in joint venture).
Consultancy and engineering 93 2009 sector and the energy sector in particular. The company has a good reputation in the niche market for underground gas storage projects. Projects are in progress in the for Netherlands TAQA and EDF in France. The extremely specialist knowledge in this field is amply available throughout the Tebodin network and is brought together for specific projects. Tebodin’s Hengelo office, for example, is working very closely with the offices in Poland, the Czech Republic and Romania. This co-operation resulted in 2009 in a sizeable contract from the Czech natural gas producer MND. The number of electricity generation contracts is increasing. Co-operationbetween the offices in Gelsenkirchen and Maastricht resulted in a contract to design the layout of the site around a lignite gasification power plant. Tebodin also continues to be successful in the traditional markets, such as chemicals, pharmaceuticals and the food industry, through projects for Huntsman, DSM, Sabic and BASF as well as a range of other customers. In Central and South-Eastern Europe, Tebodin was faced with the collapse of the property market because foreign investment in the region suddenly stopped. officesTebodin’s responded to this change in the market by diversifying more widely, which resulted in various contracts in new market sectors for Tebodin. Contracts were acquired in Poland, for example, in the hotel sector (including for Campanile) and there is now a greater focus on oil and gas projects. The branch of Tebodin in the Czech Republic successfully entered the public sector market with three projects for new university buildings and campuses. There were also opportunities on the Czech oil and gas market and a contract was won from RWE Transgas Net. Tebodin Hungary is carrying out a large contract for the Swiss flavourings and fragrances producer Givaudan. branchTebodin’s in Romania was successful in the industrial sector as regards building a new factory site for Lafarge Gips aswell as for Plastipak, which is a Procter & Gamble packaging company. The Romanian branch also manages building work for the energy companies Enel and E-on. In Eastern Europe, the Russian market is showing signs of a cautious recovery. New contracts include projects for Sun Chemical, Ball Packaging and Campbell Soup. A large EPCM contract was won for a new factory for the Japanese tyre manufacturer Yokohama. Multinational companies are not making any new investments in the Tebodin’s wideTebodin’s office network is important for providing optimum services not only to single-country clients, but also to ‘global clients’ who operate in different countries. Tebodin achieves approximately 40 percent of its turnover in the oil and gas market percent and 15 in the energy and environment sector. The industrial sector also accounts for approximately percent 15 of turnover, while the pharmaceutical and food industries each contribute percent. 10 The chemical and property sectors each provide approximately 7 percent of turnover and the remaining 6 percent comes from civil engineering projects. The operating income and the result were greatly affected by the global economic downturn in 2009. There was an immediate substantial reduction in the amount of work in the property sector in particular. Tebodin responded by intensifying its sales efforts and improving co-operation between offices, which resulted in many new customers. New branches – including in Saudi Arabia and Vietnam – offer growth potential for the entire organisation. The results of a worldwide image survey show that customers consider Tebodin to be a reliable, serious and quality-oriented partner that provides services that are ideally suited to the demand from the market. In Western Europe – in the Netherlands, Belgium and in Germany successes – Tebodin’s are in the oil and gas Tebodin has some 50 offices throughout Western, Central and Eastern Europe, the Middle East and Asia. Tebodin Consultants & Engineers is an independent multidisciplinary consultancy and engineering firm that operates worldwide. operating Tebodin’s income percent fellin by 11 2009 to €207 million (2008: €232 million). The result before million tax million). (2008: The €28.1 was margin €11.6 percent). was percent 5.6 (2008: 12.1 The company has a staff of approximately 3,000. 94 2009 & Gamble. & Gamble. Procter including customers, large various for contracts has now and well very developing is but branch newest the is Vietnam Tebodin group. agricultural Bunge the for working also is Vietnam Tebodin DSM. and Bunge Heineken, including companies, of range a by awarded were contracts New market. Indian the in investors foreign to services providing on concentrates office The ONGC. and Reliance for locally progress in are projects Oil market. local the on and East Middle the in both projects through growing is branch Indian The develop. to continues Asia in Tebodin’s network office. branch a new opened LLC APIC company local the and Tebodin Arabia, Saudi in Jeddah in addition, In Petrojet. contractor EPC via Oman Tebodin to pipelines two for contract engineering detail the awarded Oman) in producer gas and oil largest (the PDO Gasco. for contract prestigious a –won employees 400 than more its –with Dhabi Abu in branch Tebodin The Airport. International Doha new the of design detailed the for contract the won Tebodin Qatar, In undertakings. medium-sized into grown now have Qatar and Bahrain in offices The 2009. in East Middle the in 800 than more of aworkforce had Tebodin 2012. in championship football European the for including government, local the and Union European the for projects in involved is it where sector public the to focus main its shifted has branch Tebodin local the so Ukraine, 95 2009 Reserves Capital base Borrowings Derivative financial instruments Employee benefit assets and obligations Provisions Deferred tax Trade payables and other payables Personnel expenses Impairments Auditors’ fees Finance income and expense Income tax expense Earnings per share Dividends Contingencies Commitments Business combinations Non-current assets held for sale and discontinued operations Related-party transactions Joint ventures Service concession arrangements Government grants Research and development Events after balance sheet date General information Business model policies Summary of significant accounting Financial risk management and judgements Critical accounting estimates Segment information Overview of projects Property, plant and equipment Intangible assets PPP receivables Associates Other financial assets Inventories Trade receivables and other receivables Cash and cash equivalents Share capital 1. 2. 3. 4. 5. 6. 7. 8. 9. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 10. 11. 12. 13. 14. 15. 16. 17. Statutory balance sheet at 31 December Statutory income statement Notes to the statutory financial statements Other information Auditors’ report Overview of most significant subsidiaries and associates Royal BAM Group nv executive officers Ten year key figures Financial agenda Consolidated balance sheet as at 31 December Consolidated Consolidated income statement Comprehensive income statement of equity Consolidated statement Consolidated cash flow statement financial statements Notes to the consolidated 99 96 97 98 100 101 101 101 102 115 120 122 125 127 129 132 133 134 135 135 137 138 139 139 140 146 147 152 153 155 155 155 156 156 157 157 158 159 160 161 163 164 165 166 168 168 168 169 169 170 179 183 184 185 186 188 Contents Financial Statements 2009 Statements Financial Contents
96 2009 18 22 20 24 19 23 22 21 20 19 17 16 35 15 20 14 13 23 21 20 12 11 10 9 8 The notesonpages 101to168areanintegralpartof theseconsolidatedfinancialstatements. Capital base Total equityandliabilities Current liabilities Income taxpayable Provisions Derivative financialinstruments Trade andotherpayables Borrowings Non-current liabilities Deferred taxliabilities Provisions Employee benefitobligations Derivative financialinstruments Borrowings Group equity Minority interest Equity attributabletotheCompany’sshareholders Retained earnings Reserves Share capital Total assets Current assets Non-current assetsheldforsale Cash andcashequivalents Derivative financialinstruments Income taxreceivable Trade andotherreceivables Inventories Non-current assets Deferred taxassets Pension planassets Derivative financialinstruments Other financialassets Associates PPP receivables Intangible assets Property, plantandequipment (x €1,000) Consolidated balance sheet as at 31 December
1,076,763 3,361,352 6,808,841 2,189,269 6,808,841 3,833,011 2,094,616 1,714,728 4,619,572 2,110,349 1,737,445 (181,396) 392,097 875,042 469,379 133,462 881,214 587,059 718,700 108,005 196,062 498,293 818,355 425,724 19,295 57,658 57,882 94,107 94,437 50,887 76,669 66,160 6,172 2,609 2,107 2009 84 1
1,098,174 6,741,933 3,690,819 3,217,569 2,197,983 1,768,840 6,741,933 4,727,802 2,258,877 1,808,620 2,014,131 (245,348) 361,110 133,997 136,319 853,131 847,401 623,387 469,362 651,018 183,992 421,348 802,310 430,189 31,632 78,329 79,053 79,774 53,750 61,295 60,577 2,179 5,730 3,047 6,171 2008 670 69 9797 2009 1.21 1.20 2008 2008 1,623 3,945 27,162 50,015 (95,460) 233,408 165,818 161,873 165,818 (58,081) (86,686) 252,504 (100,000) (364,829) 8,834,766 (4,925,038) (1,527,092) (1,590,562) (8,601,358)
0.23 0.23 2009 2009 4,963 (2,712) 13,327 28,732 89,058 36,231 36,231 31,268 (39,544) (52,827) (55,342) (134,331) (320,569) (102,731) 8,353,092 (4,920,481) (8,392,636) (1,309,717) (1,602,095)
Consolidated income statement income Consolidated (x €1,000) Basic Fully diluted Revenue Raw materials and consumables other external charges Subcontracted work and Personnel expenses Amortisation and depreciation Impairments Other operating expenses Exchange rate differences Total operating expense Operating result Finance income Finance expense Result from associates Result before tax Income tax Net result for the year Attributable to: Shareholders of the company Minority interest The notes on pages 101 to 168 are an integral part of these consolidated financial statements. Earnings per share for net result attributable to shareholders of the Company (in € per share) 30 30 28 28 11 29 25 8, 9 26 6 98 2009 20 ¹ Minority interests Shareholders ofthecompany Attributable to: Total realisedandnon-realisedresults Other non-realisedresults Exchange ratedifferences¹ Fair valuehedgereserves¹ Net resultfortheyear The notesonpages 101to168areanintegralpartof theseconsolidatedfinancialstatements. After tax. (x €1.000) Comprehensive income statement
100,492 95,220 64,261 35,807 28,454 36,231 5,272 2009
(210,579) (117,158) 165,818 (48,412) (44,761) (93,421) 3,651 2008 99 2009 19 Group (8,402) (3,871) equity 23,930 28,454 36,231 35,807 64,261 (44,761) (68,557) (72,409) (93,421) 165,818 853,131 100,492 881,214 (121,987) (106,459) (117,158) (210,579) 1,004,351
- - 94 164 215 309 (458) (294) (321) (959) 3,945 3,651 5,730 4,963 5,272 6,172 (8,402) (8,723) (3,871) (4,830) 10,802 interest Minority
------2 2,457 31,268 31,268 (67,598) (67,596) 161,873 161,873 623,387 587,059 580,723 earnings Retained (121,666) (119,209)
------35,713 63,952 28,239 63,952 (92,963) (35,063) (117,322) (210,285) (210,285) Reserves (181,396) (245,348) of the company
------17 17 Attributable to shareholders Share capital 21,473 21,473 447,889 469,362 469,379
Consolidated statement of equity of statement Consolidated (x €1,000) The notes on pages 101 to 168 are an integral part of these consolidated financial statements. At 1 January 2008 Fair value cash flow hedges Exchange rate differences Net result recognised directly in equity Net result for the year Total result Conversion of preference shares Dividend paid Other movements At 31 December 2008 Fair value cash flow hedges Exchange rate differences Net result recognised directly in equity Net result for the year Total result Conversion of preference shares Dividend paid Other movements At 31 December 2009 16 31 20 16 31 20 100 2009 15 15 19,20,28 16,19 31 19 19 11,28 35 10,11,12 9 8 10,11,12 9 8 34 21,22 11 28 28 26 8, 26 9, 9 8 29 The notesonpages 101to168areanintegralpartof theseconsolidatedfinancialstatements. Net cashpositionatendoftheyear Exchange ratedifferenceonnetcashposition Net cashpositionatbeginningoftheyear Increase/decrease innetcashposition Net cashflowfromfinancingactivities Changes inderivatives Conversion ofconvertiblepreferenceshares Dividend paidtominorityinterests Dividend paid(includingpreferencedividend) Repayment ofnoncurrentborrowings New noncurrentborrowings Net cashflowfrominvestingactivities Dividends received(includingpreferencedividend) Interest received Non-current assetsheldforsale Divestments infinancialassets Divestments inintangibleassets Divestments inproperty,plantandequipment Investments infinancialassets Investments inintangibleassets Investments inproperty,plantandequipment Acquisition ofsubsidiaries Cash flowfromoperatingactivities Income taxpaid Interest paid Net cashflowfromoperatingactivities Changes inworkingcapital(excludingnetliquidities) Changes inprovisions - Resultfromassociates - Financeexpense - Financeincome - Resultonsaleofproperty,plantandequipment - Impairmentofotherfixedassets - Impairmentofintangibleassets - Amortisationofintangibleassets - Depreciationofproperty,plantandequipment - Taxation Adjustments for: Net resultfortheyear (x €1,000) Consolidated statement cashflow
(544,453) (285,447) (203,755) (112,105) 715,152 373,874 537,897 433,499 509,735 192,189 103,762 720,210 (67,598) (56,887) (99,134) (12,598) (51,918) 36,231 (22,269) (28,732) (13,327) (89,058) 21,396 14,378 33,997 16,686 22,747 41,584 13,228 55,342 93,003 (3,402) 9,728 2009 (959) (851) 470 (36) -
(213,014) (169,192) (121,450) (121,830) (349,948) (132,886) 127,069 330,115 165,818 509,735 566,261 556,053 100,000 (81,596) (50,336) (50,015) (57,362) (65,185) (14,459) (47,917) (27,162) 74,718 43,668 85,952 86,686 86,781 23,307 26,846 58,081 9,508 2,827 2008 (321) (500) 836 99 70 - - 2009 101 Notes to the consolidated financial statements financial consolidated the to Notes Business model Business General information General 2. activities from an accounting perspective. It should be borne in mind This paragraph presents a summary of the Group’s that subject and that it does not form a part of the summary of significant that the information set out here is limited to 3. accounting policies as described in paragraph The Group’s activities can be summarised as follows: parties; • Construction contracts for projects with third • Projects for the Group’s own risk (property development); • Public-private partnership (PPP) projects; • Rendering of services and other activities. construction contracts with third parties. Revenues and results from these The majority of the Group’s activities consist of based on the progress of work. Construction contracts are presented contracts are accounted for in the income statement to customers, depending on the balance of cost incurred (including in the balance sheet as receivables from or payables Please refer to Notes 3.10, 3.11, 3.21 and 3.22. results recognised) and invoiced instalments. development) are treated as inventory on the balance sheet. Revenue Projects initiated at the Group’s own risk (property from the moment the beneficial ownership of projects is (fully or and result are recognised in the income statement moment on, the (fully or partially) transferred projects are presented on partially) transferred to third parties. From that contracts with third parties. the balance sheet as receivables from or payables to customers, consistent with construction Please refer to Notes 3.9, Non-recourse and other borrowings for projects are recorded separately, under borrowings. 3.11, 3.16, 3.21 and 3.22. facilities and services are Activities under public-private partnerships include projects in the context of which (public) and, in some cases, to their provided to third parties. Income received relates predominantly to the availability of facilities receivables) and intangible actual use. These projects are accounted for on the balance sheet as financial fixed assets (PPP separately, under assets (PPP concessions), respectively. Non-recourse PPP loans for these projects are recorded and interest income borrowings. If income depends on the availability of a facility, cash inflows will consist of payments actual use of a facility, cash with regard to PPP receivables and (deferred) concession revenue. If income depends on the of repayments of and interest inflows will consist of payments actually received for using the facility. Cash outflows consist result and depreciation expense for borrowings and the cost of concession activities. The interest result, concession contracts during their expense are accounted for in the income statement. PPP projects are treated as construction construction phase. Please refer to Notes 3.7, 3.16, 3.22. and results are recognised Rendering of services consist predominantly of maintenance activities for third parties. Revenue in the income statement. Please refer to Notes 3.10 and 3.22. will be recognised as an If it is probable that total contract cost will exceed total contract revenue, the expected loss expense. adequate certainty that a Acquisition costs for new projects are initially recognised in the income statement. If there is project will be awarded to the Group, the costs will be subsequently capitalised. Royal BAM Group nv (´the Company´) was incorporated under Dutch law, and is domiciled in the Netherlands. The Company´) was incorporated under Dutch law, Royal BAM Group nv (´the and its subsidiaries (referred to together as ´the for the year 2009 cover the Company consolidated financial statements joint ventures. Group´), and its share in Euronext Amsterdam Stock Exchange (AEX). limited liability company with a listing on the Royal BAM Group is a public 3 on Board Executive the by publication for approved were and 2009 year the cover statements financial consolidated These Board on 3 March 2010 and will be submitted statements were approved by the Supervisory March 2010. The 2009 financial 2010. General Meeting of Shareholders on 21 April for adoption to the annual 1. 1. 102 2009 disclose theimplicationsofIFRSrequirements whicharetobeappliedretrospectivelyinthefollowingyear. The Groupiscurrentlyevaluatingthe possibilityofadoptingIFRSrequirementsbeforetheyenterintoeffect, andwill amendments willhaveanmaterialimpactontheGroup’sannualfinancial statements. The Groupisalsostudyingthe‘IFRSImprovements’proposedbyIASB(April2009).Itunlikelythatthese • • • The GroupiscurrentlyevaluatingthepotentialimpactoffollowingIFRSprovisionsonGroup’soperations: • • • • • The GroupadoptedthefollowingIFRSstandardsin2009: amortised cost. Derivatives arestatedatfairvalue.Financialliabilitiesinitiallyrecognisedvalueandsubsequently financial instrumentsvaluedatamortisedcostaresubjecttoimpairmenttestingandadjusteddownwards,ifrequired. The consolidatedfinancialstatementshavebeenpreparedbasedonthehistoricalcostconvention.Allnon-currentsand statutory financialstatementsbebasedontheaccountingpoliciesasadoptedinconsolidatedstatements. in accordancewiththefacilitydetailedunderSection362(8)ofBook2NetherlandsCivilCode,bywhich Title 9Book2andSection402oftheNetherlandsCivilCode.Thesefinancialstatementshavealsobeenprepared The statutoryaccountsofRoyalBAMGroupnvhavebeenpreparedinaccordancewiththeprovisionssetout Reporting Standards(IFRS)asendorsedbytheEuropeanUnion. The consolidatedfinancialstatementsoftheGrouphavebeenpreparedinaccordancewithInternationalFinancial 3.1 3. financial incomeandexpenseinthestatement. therefore appliesthisprovisionwitheffectfromthe2010financialyear. Thishasconsequencesforthepresentationof rescheduled applicationofthisinterpretationtothefirstfinancialyear startingafter29March2009.TheGroup Group participatesinthedevelopment,financing,operationandmaintenance ofpublicinfrastructureservices.TheEU IFRIC 12‘ServiceConcessionArrangements’.Thisinterpretationclarifiesaccountingforagreementsunderwhichthe the incomestatement.TheGroupappliesthisprovisionwitheffectfrom2010financialyear; of (minority)interestsinacquirees.Therevisionalsodealswiththeaccounting treatmentofacquisition-relatedcostin IFRS 3(Revised)‘Businesscombinations’.Thisrevisionclarifiesthevaluationofprovisionalamountsand ownership interestsinsubsidiaries; IAS 27(Revised)‘Consolidatedandseparatefinancialstatements’.Thisrevisionrequiresaccountingforchangesin from realestatedevelopment.TheadoptionofthisinterpretationhasnomaterialconsequencesfortheGroup. IFRIC 15‘AgreementsfortheconstructionofrealEstate’.Thisinterpretationclarifiesaccountingrevenueandresults consequences fortheGroup; company’s internalreportingstructureshouldbetakenasthestartingpoint.Theadoptionofthisstandardhasno IFRS 8‘OperatingSegments’.Thisstandardclarifiestherequirementsforsegmentedinformation,inwhichcontext these systemreformsmerelyconsistofprovidingadditionalinformation; value aredisclosedbywayofathree-levelhierarchy.Thisdoesnothavematerialeffectsincetheconsequences information onfairvaluevaluationsandliquidityrisks.Therevisedstandardparticularlyrequiresthatat IFRS 7(Revised)‘Financialinstruments:disclosureofinformation’.Thisrevisionrequiresamoredetailed Group; relationship betweentheprojectanditsfinancing.Theadoptionofthisrevisedstandardhasnoconsequencesfor Group currentlycapitalisesinterestonpropertydevelopmentprojectsandforthirdpartiesifthereisadirect IAS 23(Revised)‘BorrowingCosts’.Thisrevisionrequiresthecapitalisationofborrowingcostsonworkinprogress.The separate consolidatedstatement; attributable toshareholders)ina‘comprehensiveincomestatement’.TheGrouppreferredpresenttheseresults IAS 1(Revised)‘PresentationofFinancialStatements’.Thisrevisionintroducesthepresentationresults(not General Summary of significantSummary accounting policies 2009 103 Consolidation Subsidiaries Associates Joint ventures Elimination of inter-company transactions 3.2 a) has the power to control financial and entities over which the Group directly or indirectly Subsidiaries include all than half of the voting shares and taking into accompanied by the possession of more operational policies, generally sheet date. rights which are exercisable at the balance account the potential voting the obtains control. They are deconsolidated from from the date on which the Group Subsidiaries are fully consolidated is used to account for the Group’s acquisition relinquished. The purchase method of accounting date on which control is at the of assets acquired, equity instruments issued of an acquisition is measured as the fair value of subsidiaries. The cost attributable to the acquisition. incurred or assumed, plus costs directly acquisition date and liabilities are initially measured at fair value at the acquisition date, Identifiable assets and (contingent) liabilities acquired interest. If the cost exceeds the fair value of the Group’s share in the net irrespective of the extent of a possible minority be recorded as goodwill. If the cost is less than the fair value of the net identifiable assets acquired, the difference will be taken directly to the income statement. identifiable assets acquired, the difference will b) has significant influence but no control, generally accompanied by the Associates are all entities over which the Group shares and taking into account the potential voting rights which are possession of more than one fifth of the voting exercisable at the balance sheet date. at cost and subsequently based on the equity method. Investments in Investments in associates are initially recognised impairment losses) identified on acquisition. The Group recognises associates include goodwill (net of any accumulated attributable results in the carrying amount of the participating interest. its part of the associates’ changes in reserves and results is recognised in the income statement. The Group’s share in the The Group’s share in the participating interest’s the acquisition date is recognised in the Group’s reserves. The Group participating interest’s changes in reserves after amount of the investment (including other unsecured receivables), does not recognise any losses exceeding the carrying unless it has an obligation to do so. the Group obtains significant influence, until the date on which that Associates are recognised from the date on which significant influence ceases to exist. c) parties, are accounted for The Group’s interests in entities, in which control is contractually exercised jointly with third revenues and based on proportional consolidation. The Group combines its share in the joint ventures’ individual financial statements. expenses, assets and liabilities on a line-by-line basis with corresponding items in the Group’s d) subsidiaries are Inter-company transactions, assets and liabilities and unrealised gains on transactions between impairment of the asset eliminated. Unrealised losses are also eliminated unless the transaction results in a demonstrable transferred. eliminated to the extent of Unrealised gains on transactions between the Group and its associates and joint ventures are unless the the Group’s interest in the participating interest or joint venture. Unrealised losses are also eliminated transaction results in a demonstrable impairment of the asset transferred. where necessary to The accounting policies applied by subsidiaries, associates and joint ventures have been adjusted ensure consistency with the policies adopted by the Group. 104 2009 Pound sterling Average rate Pound sterling Spot rateonbalancesheetdate The euroexchangeratesusedfortheGroup’smajorforeigncurrenciesareasfollows: d) translation atyear-endarerecognisedintheincomestatement. closing rate.Foreignexchangegainsandlossesresultingfromthesettlementofsuchtransactions transaction. Ateachbalancesheetdate,monetaryitemsdenominatedinforeigncurrenciesaretranslatedusingthe Foreign currencytransactionsaretranslatedintothefunctionalusingexchangerateatdateof c) foreign entityandtranslatedattheclosingrate. Goodwill andfairvalueadjustmentsarisingontheacquisitionofforeignentitiesaretreatedasassetsliabilities (iii) (ii) (i) currency aretranslatedintothereportingasfollows: The resultsandfinancialpositionsofallsubsidiariesthathaveafunctionalcurrencywhichdiffersfromthereporting b) (x 1,000)unlessstatedotherwise. primary economicenvironmentinwhichtheentityoperates(‘thefunctionalcurrency’)andarepresentedthousands currency. ItemsincludedinthefinancialstatementsofGroup’scompaniesaremeasuredusingcurrency The Group’sconsolidatedfinancialstatementsarepresentedineuro(€),whichisthefunctionalandreporting a) 3.4 line withtheinternalreportsasprovidedtoExecutiveBoardbasedonthismanagementmodel. Partnership, MechanicalandelectricalcontractingConsultancyengineering.Thesegmentedinformationisin subsidiaries underthemembers.TheGroup’ssectorsare:Construction,Property,Civilengineering,PublicPrivate The ExecutiveBoardmadeasectordivisiontodivideitsfocalareasregardingcontrolandmonitoringoftheGroup’s 3.3 Exchange rates Subsidiaries withtransactionsdenominatedinforeigncurrencies all resultingexchangedifferencesarerecognisedasaseparatecomponentofequity. income andexpensesforeachstatementaretranslatedataverageexchangerates; assets andliabilitiesforeachbalancesheetaretranslatedattheclosingratedateofthatsheet; Subsidiaries withfinancialstatementsdenominatedinforeigncurrencies Functional andreportingcurrency Foreign currencytranslation Segment reporting
0.897827 0.899847 2009
0.801592 0.974000 2008 2009 105 25% 2% to 10% 10% to 25% 15% to 50% 10% to 25% 10% to 25% 12.5% to 25% 12.5% to 25% Intangible assets Property, plant and equipment Property, plant and Goodwill 3.6 a) share in the identifiable Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s amount involves assets and liabilities of the acquired subsidiary at the date of acquisition. If (a part of) the acquisition Goodwill is carried at cost contingent considerations, the fair value of these at the date of acquisition will be recognised. less accumulated impairment losses. that are expected to benefit For the purpose of impairment testing, goodwill is allocated to the cash flow generating units from the acquisition which generated the goodwill. of goodwill are irreversible. Goodwill on acquisitions of associates is included in investments in associates. Impairments cash generating unit, Goodwill is tested for impairment every year. This involves testing the carrying amount of a unit is the higher of including allocated goodwill, against its recoverable value. The recoverable value of a cash generating value involves the the value of an asset less selling expenses and its value in use. The calculation of the recoverable over a five-year period. application of pre-tax cash flow projections based on financial budgets approved by management to be in line with the Cash flows after the five-year period are extrapolated using estimated growth figures considered are discounted to their Group’s long-term expectations with regard to sectors and markets. The forecast cash flows of money and the risks present value using a pre-tax discount rate that reflects the market situation, the time value specific to the asset. 3.5 and/or accumulated impairment losses. are stated at cost less accumulated depreciation Property, plant and equipment or construction of items. that is directly attributable to the acquisition Cost includes expenditure if it is as a separate asset, as appropriate, only in the carrying amount of an asset or recognised Subsequent costs are included costs of the item can be measured reliably. Other benefits will flow to the Group and the cost probable that future economic they are incurred. statement during the financial period in which are charged to the income straight-line method, taking into account their plant and equipment is calculated using the Depreciation on property, is not depreciated. estimated useful lives, as stated below. Land residual values over their Land (and improvements) Buildings and houses Equipment owned by contracting companies Hire fleet equipment Plant & equipment Office equipment Computers and other hardware Transport equipment If an item of property, plant and equipment comprises major components which have varying useful lives, the If an item of property, plant and equipment comprises depreciation purposes. components will be accounted for separately for reviewed annually and depreciation is adjusted, if applicable. The useful lives and residual values of assets are income statement by comparing the proceeds with the book amount. Gains and losses on disposals are included in the the Group has taken over substantially all risks and rewards of Leases of property, plant and equipment for which assets are capitalised at the lease’s inception, based on the lower of the ownership are classified as financial leases. Leased of minimum lease payments. The lease payments are divided into fair value of an asset and the net present value costs are accounted for in the income statement. Property, plant and repayments and financing costs. The financing over the lower of their estimated useful lives and their lease term. equipment under financial leases are depreciated 106 2009 to theconsolidatedfinancialstatements. cannot bemeasuredreliablyorifthedifferencebetweeninvestment andthefairvalueisassessedasnotbeingmaterial classified asfinancialassets.Theseassetsarerecognisedatfairvaluethrough profitandloss,oratcostifthefairvalue Investments inentitieswheretheGrouphasnosignificantinfluence governingfinancialandoperatingpoliciesare at amortisedcost. quoted receivables,withfixedordeterminablepayments,areinitiallyrecognisedatfairvalueandsubsequentlymeasured Other financialassetsarenon-derivativereceivablesandinvestmentsthatnotquotedinanactivemarket.Thenot- 3.8 recognised inthefinancialstatementsatfairvalueandsubsequentlymeasuredamortisedcost. availability ofthespecificfacility.PPPreceivablesareaccountedforasfinancialassets.Theseinitially PPP receivablesareconcessionpaymentstobereceivedfromgovernmentinrelationprojects,baseduponthe 3.7 intangible assetsiscalculatedusingthestraight-linemethodovertheirestimatedusefullives(4years). and arestatedatcost,lessaccumulatedamortisationimpairmentlosses.Amortisationonother Other intangibleassetsrelatetomarketpositions,includingbrandnamesandthemanagementofacquiredsubsidiaries, d) Revenues fromPPPconcessionsarereviewedannuallyanddepreciationisadjusted,ifapplicable. duration oftheconcession. PPP concessionsaredepreciatedinlinewiththeactualusageofspecificpublicfacility,amaximum grant willbefulfilled. be statedwithareasonabledegreeofcertaintythatthegrantwillreceivedandconditionsattachedto Government grantsreceivedforPPPconcessionsarededucted,atfairvalue,fromthevaluationofconcessionifitcan based onactualusage.PPPconcessionsareaccountedforatcostlessaccumulativedepreciation. PPP concessionsconsistofrightsobtainedfromgovernmenttochargeusersfortheusepublicfacilities(tollroads), c) The usefullivesandresidualvaluesofassetsarereviewedannuallydepreciationisadjusted,ifapplicable. - 10years),takingintoaccounttheirresidualvalues. Amortisation onnon-integratedsoftwareiscalculatedusingthestraight-linemethodovertheirestimatedusefullives(4 Non-integrated softwareisstatedatcost,lessaccumulatedamortisationandimpairmentlosses. b) recorded intheincomestatement. Gains andlossesondisposalofentitiesincludethecarryingamountgoodwillrelatingtoentitysoldare Other intangibleassets PPP concessions Non-integrated software Other financialassets PPP receivables 2009 107 Construction contracts Inventories Land and building rights Property development Raw materials and consumables 3.10 of the construction, less Construction contracts are stated at cost incurred and allocated result in line with the progress related to the project and identifiable losses and invoiced instalments. The cost price consists of all cost which are directly the allocated direct cost based on the normal production capacity. for in the income If the outcome of a contract can be estimated reliably, project revenue and cost are accounted estimated reliably, revenue statement based on the progress of work performed. If the outcome of a contract cannot be If it is probable that the is recognised only to the extent of the contract costs incurred that are likely to be recoverable. as an expense. total contract cost is higher than the total contract revenue, the total expected loss is recognised The Group uses the ‘percentage of completion method’ to determine the appropriate amount to be recognised in a given of total actual or period. The stage of completion is measured by reference to the contract cost incurred as a percentage this progress. estimated project cost. Revenues and result are recognised in the income statement based on behalf of the contract. If the Projects are presented in the balance sheet as receivables from or payables to customers on will be presented as a costs incurred (including the result recognised) exceed the invoiced instalments, the contract the contract will be receivable. If the invoiced instalments exceed the costs incurred (including the result recognised) presented as a liability. 3.9 a) and net realisable value. The Group capitalises building rights are stated at the lower of cost Inventories of land and and active development starts. when the land is assigned for construction interest as part of the cost b) of (re)development and land positions in their stage development consists of acquired projects for The category property capitalises interest and other cost stated at the lower of cost and net realisable value. The Group development; they are is cost starts at the beginning of development, development. Capitalisation of interest as part of the cost of property or and ceases when the project is completed in which active development is interrupted suspended during the period sold. in whole or in part to a third party, the capitalised cost of the project is If the equitable title of a project is transferred related revenue is recognised. accounted for in the income statement and the related to property development in ownership are transferred as soon as The control over and essential risks and benefits transferred. Property development is accounted for as construction the title to the land and buildings, if any, has been has been transferred to the buyer and if essential risks and benefits are contracts (Please refer to Note 3.10) if the land progresses. continuously transferred by accession, as construction accounted for in accordance with construction contracts if (a part of) the Property development regarding to houses is the start of a project. property development has been transferred at property is accounted for in accordance with construction contracts, Property development regarding to commercial transfer of land and buildings at that particular time. only when the project is sold and there is a legal c) are stated at the lower of cost and net realisable value. Cost is based on the Inventories of raw materials and consumables incurred in acquiring the inventories and in bringing them to first-in, first-out (FIFO) principle and includes expenditure their existing location and condition. estimated selling price in the ordinary course of business, less the The net realisable value of this inventory is the Assets qualify as inventory if they are used in the normal course of estimated cost of completion and selling expenses. business. 108 2009 asset wouldhavehadifitnotbeensubjectedtoimpairment. maximum reversalistheamountoforiginalimpairment,whileitcannot exceedthecarryingvaluewhichrelevant Assets, excludinggoodwill,thathavebeenimpairedarereviewedannually forapossiblereversaloftheimpairment.A of thecashflowgeneratingunit. of anassetlesssellingexpensesanditsvalueinuse.Iftheuse is applied,impairmentswillbeassessedatthelevel by whichthecarryingvalueofanassetexceedsitsrecoverableamount. Therecoverableamountisthehigherofvalue circumstances indicatethatthecarryingvaluemaynotberecoverable.Animpairmentlossisrecognisedforamount are subjecttoamortisation,aswellotherassets,reviewedforimpairmentwhenevereventsorchangesin Assets thathaveanindefiniteusefullifearenotsubjecttoamortisationandtestedforimpairmentannually. 3.14 assets areclassifiedasheldforsale. liabilities relatedtotheassetsheldforsalearepresentedseparatelyascurrentliabilities.Depreciationstopssoon than throughcontinueduse.Theyarestatedatthelowerofbookamountandfairvalue,lesssellingexpenses.The Non-currents areclassifiedasbeingheldforsaleifthebookamountistoberecoveredthroughatransactionrather 3.13 presented incurrentborrowings. demand andforminganintegralpartoftheGroup’scashmanagement.Bankoverdraftsincurrentaccountsare Cash andcashequivalentsincludeatbank,inhanddepositsheldoncallwithbanks,ifrepayable 3.12 disclosed assuchinthenotestofinancialstatements. twelve months.Thefairvalueofreceivablesandtheamountsexpectedtobesettledaftermorethanmonthsare Trade receivablesandotherareexpectedtobesettledwithinthenormalcourseofbusiness,normally related provisionarewrittenoffandthepossibledifferenceisaccountedforinincomestatement. separate accountforimpairments.Assoonasanamounttobereceivedisinfactuncollectable,thereceivableand The differenceisrecordedintheincomestatementandcreditedagainsttradereceivablesotherona reduced valueofthereturnandcarryingamount. are consideredtobeindicatorsforpossibleimpairments.Impairmentsamountthedifferencebetweenanticipated unable tocollecttheamountreceivable.Imminentcorporatebankruptcy,financialreorganisationsoroverduepayments cost, lessaccumulatedimpairmentlosses.ImpairmentsareaccountedforifthereisobjectiveevidencethattheGroup Trade receivablesandotherareinitiallyrecognisedatfairvaluesubsequentlymeasuredamortised 3.11 construction contractsforthirdpartiesortherenderingofservicesrespectively. accounted forastwoseparatecontracts.Revenueandresultsarerecognisedaccordinglyintheincomestatement project asseparatecomponents,orforwhichthesecomponentscouldbenegotiatedindividuallyinthemarket,are Contracts containingtheconstructionofaprojectandpossibilitysubsequentlong-termmaintenancethat Impairments Non-current assetsheldforsale Cash andcashequivalents Trade receivablesandother 2009 109 Borrowings Equity attributable to the Company’s shareholders Equity attributable Share capital Reserves Retained earnings The principal amount of the subordinated loan is subordinated to all other creditors. Interest payments are not The principal amount of the subordinated loan subordinated. less the equity component recorded under reserves in equity. Financing preference shares are classified as liabilities, as an interest expense in the income statement. Dividends on financing preference shares are recognised assets (PPP concessions, PPP receivables and property Non-recourse loans directly relate to the corresponding development). securities. Other project financing also directly relates to the corresponding assets but with limited additional as an interest expense in The AM shares held by third party shareholders are classified as liabilities. Dividend is recognised the income statement. in lease payments is Financial lease obligations (net of finance charges) are classified as liabilities. The interest element recognised as an expense in the income statement. Bank overdrafts are classified as current liabilities and recognised at fair value. measured at Borrowings are initially recognised at fair value (net of incurred transaction costs) and subsequently amortised cost. defer settlement of the Borrowings are classified as current liabilities unless the Group has an unconditional right to liability until at least 12 months after the balance sheet date. 3.16 3.15 a) financing preference shares are classified as as equity. Convertible and non-convertible Ordinary shares are classified shares is represented by the difference between of the convertible financing preference liabilities. The equity component as such in equity. fair value of the liability component, and is recognised the issue price and the equity as a deduction (net of tax) from the to the issue of new shares are presented in Costs directly attributable proceeds. capital, the consideration paid – net of any purchases shares in the Company’s share If the Group or any subsidiary from equity. If such shares are subsequently sold or reissued, any directly attributable costs and taxes – will be deducted net of any directly attributable and taxes. consideration received will be included in equity, b) currency translation adjustments. These include reserves for cash-flow hedges and c) less dividends payable to holders of ordinary shares in the Company. These relate to cumulative prior-year earnings Dividends on financing preference shares are recognised as Dividends are recognised as liabilities upon declaration. as liabilities in the balance sheet. interest expenses in the income statement and 110 2009 an assettotheextentthatcashrefunds orreductionsinthefuturepaymentsareavailable. paid. Thecontributionsarerecognised aspersonnelexpensewhentheyaredue.Prepaidcontributions are recognisedas on amandatory,contractualorvoluntary basis.TheGrouphasnofurtherpaymentobligationsoncethe contributionsare For definedcontributionschemes, theGrouppayscontributionstoinsurancecompaniesortrustee-administered funds Defined contributionschemes case, thepastservicecostsareamortisedonastraight-linebasisover thevestingperiod. pension schemedependontheemployees’remaininginservicefora specifiedperiodoftime(thevestingperiod).Inthis remaining workinglives.Pastservicecostsarerecogniseddirectlyin the incomestatement,unlesschangesto (the maximumcorridor)arechargedorcreditedtotheincomestatement overtheemployees’expectedaverage Actuarial gainsandlossesexceeding10percentofthehigherassets oftheschemeanddefinedbenefitobligation The Groupappliesthecorridormethodforactuarialgainsandlosses arising fromchangesinactuarialassumptions. paid, andthathavetermstomaturityapproximatingthe maturity oftherelatedpensionliability. using interestratesforhigh-valuecorporatebondsthataredenominated inthecurrencywhichbenefitswillbe The presentvalueofthedefinedbenefitobligationisdeterminedbydiscounting theestimatedfuturecashoutflows The definedbenefitobligationiscalculatedannuallybyindependent actuaries usingtheprojectedunitcreditmethod. unrecognised actuarialgainsorlossesandpastservicecosts. present valueofobligationsatbalancesheetdate,lessthefairassetsscheme,adjustmentsfor The assetsandliabilitiesrecognisedinthebalancesheetwithregardtodefinedbenefitpensionschemesconsistof Defined benefitschemes schemes inmulti-employerfundsarerecognisedasdefinedcontributionschemes. insurance companyfailstomaintainsufficientassetspayallpresentandfuturepensionbenefits.Definedbenefit company orpensionfundandhasnolegalconstructiveobligationstopayfurthercontributionsifthe A definedcontributionschemeisapensionunderwhichtheGrouppaysfixedcontributionstoaninsurance retirement, usuallydependentuponfactorssuchasage,yearsofserviceandcompensation. A definedbenefitschemeisapensiondefiningtheamountofbenefitsthatanemployeewillreceiveon payments tomulti-employerfunds,insurancecompaniesortrustee-administeredfunds. The Grouphasbothdefinedbenefitandcontributionschemes.schemesaregenerallyfundedthrough a) 3.18 equivalent valueofmorethan€1million. The Groupuseshedgeaccountingonallforwardexchangecontractsandinterestrateswapsforprojectswithan statement. derivatives and(iii)thereleasetoincomestatement,assoonrelatedtransactionisrecognisedin The movementinequityconsistof:(i)additionswithregardtonewderivatives,(ii)theincreasevalueofexisting movement isrecognisedinequity;iftheyarenot,itaccountedfortheincomestatement. hedging transactionsareeffectiveinoffsettingchangescashflowsofhedgeditems.Iftheyeffective,the At hedgeinceptionandafterwards,theGroupperiodicallydocumentsitsassessmentofwhetherderivativesusedin items, aswellitsriskmanagementobjectiveandstrategyforundertakingthevarioushedgetransactions. At theinceptionofatransaction,Groupdocumentsrelationshipbetweenhedginginstrumentsandhedged accounting hasbeenappliedand,ifso,whetherthehedgerelationshipiseffective. at theirfairvaluethereportingdate.Themethodofrecognisingresultinggainorlossdependsonwhetherhedge Derivatives areinitiallyrecognisedatfairvaluethedateonwhichtheyenteredintoandsubsequentlymeasured on loansandincaseofcertainfuturecashflowsforeigncurrencies. from operatingandfinancingactivities.Derivativesareonlyusedashedginginstrumentsincaseoffloatinginterestrates The Groupusesderivativefinancialinstrumentstohedgeitsexposureinterestrateandforeignexchangerisksarising 3.17 Pension liabilities Employee benefits Derivative financialinstruments 2009 111 Provisions Warranties Reorganisation Rental guarantees Other Other long-term employee obligations Other long-term employee Termination benefits schemes Bonus and profit-sharing 3.19 or constructive obligation as a result of past events and if an outflow of Provisions are recognised if the Group has a legal No provisions are formed for future operating losses. The amount resources is probable and can be estimated reliably. the time of effect obligation. If the present the settle of cash to outflow the of estimate best provision is the as a recognised provision equals the net present value of the outflow. value of money is material, the amount of the a) pending proceedings with regard to disputes about completed projects. This provision relates to estimated liabilities and b) Group has approved a detailed and formal reorganisation plan and the A provision for reorganisation is recognised if the publicly. Future operating losses are not provided for. reorganisation has commenced or has been announced c) from rental guarantees issued to third parties. These include the estimated commitments arising d) (soil pollution) or continuing This covers other legal and constructive obligations, for example for environmental matters rental commitments. b) arrangements and have a non-current nature. to jubilee benefits, temporary leaves and similar These obligations relate at present value. These obligations are stated c) The before the standard retirement date. liabilities with regard to termination of employment Termination benefits are to terminating the employment of employees benefits if it is demonstrably committed Group recognises termination present value. The liability is recorded and disclosed plan. Benefits are discounted to their under a formal and irrevocable and current provisions. as such under non-current d) profit-sharing, based on the relevant performance schemes. The liability is The Group recognises a liability for bonuses and recorded and disclosed as such under other liabilities. 112 2009 extent thattheequitabletitlehasbeen transferred. recognised byreferencetothestage ofcompletiontheprojectactivityatbalancesheetdateand ifandtothe benefits willflowtotheGroupand (iii)thecosttocompletecontractcanbereliablymeasured.Revenue andcostare place if(asaminimum):(i)thetotal contractrevenuecanbemeasuredreliably;(ii)itisprobable thatfutureeconomic to athirdparty.Revenueisrecognised assoontheequitabletitleistransferredtoathirdparty.Atransfer hastaken the transactions.Norevenueisrecogniseduntilrisksandrewards relatingtotheequitabletitlehavebeentransferred The Grouprecognisesrevenuewithregardtopropertydevelopment. Revenueconsistsoftheagreeduponamounts b) incurred thatarelikelytoberecoverable. If theoutcomeofacontractcannotbeestimatedreliably,revenueis recognised onlytotheextentofcontractcosts the stageofcompletionrelevantprojectactivityatbalance sheetdate. reliably sothattheactualcostcanbecomparedwithpriorestimates. Revenueandcostarerecognisedbyreferenceto the stageofcontractcompletioncanbereliablymeasured;and(iv)costidentifiedmeasured reliably; (ii)itisprobablethatfutureeconomicbenefitswillflowtotheGroup;(iii)costcompletecontractan d statement basedontheprogressofworkperformed.Thisiscaseif:(i)totalcontractrevenuecanbemeasured If theoutcomeofacontractcanbeestimatedreliably,projectrevenueandcostareaccountedforinincome and thevariationsincontractwork,claimsincentivepayments. The Grouprecognisesrevenueassociatedwithconstructioncontracts.Revenueconsistsoftheinitiallyagreedamount a) 3.22 as suchinthenotestofinancialstatements. months. Thefairvalueofpayablesandtheamountsexpectedtobesettledaftermorethantwelvemonthsaredisclosed Trade payablesandotherdebtsareexpectedtobesettledwithinthenormalcourseofbusiness,normallytwelve Trade payablesandotherdebtsarestatedatcost. 3.21 current liabilities. Deferred taxassetsandliabilitiesareclassifiedassuchpresentedonthebalancesheetnon-currentnon- liabilities relatetotaxesleviedbythesametaxauthorityfromtaxpayer. Deferred taxassetsandliabilitiesarenettediftheGrouphasarighttodosobylaw,deferred reverse intheforeseeablefuture. timing ofthereversaldifferenceiscontrolledbyGroupandifitunlikelythatwill Deferred taxesareprovidedontimingdifferencesarisinginvestmentsinsubsidiariesandassociates,exceptifthe differences andtheavailablelossescanbeutilised. Deferred taxassetsarerecognisedifitisprobablethatfuturetaxableprofitwillbeavailableagainstwhichthetiming that areexpectedtoapplywhentherelateddeferredtaxassetisrealisedorincomeliabilitysettled. taxes aredeterminedusingtaxrates(andacts)thathavebeennolaterthanonthebalancesheetdateand which atthetimeoftransactionaffectsneitheraccountingnortaxableprofitorloss,arenotaccountedfor.Deferred deferred taxesarisingfrominitialrecognitionofanassetorliabilityintransactions(otherthanbusinesscombinations), between thetaxbasesofassetsandliabilitiestheircarryingvaluesinconsolidatedfinancialstatements.However, Deferred taxassetsandliabilitiesarerecordedfortheforecastfiscalconsequencesoftemporarydifferencesarising 3.20 Property development Construction contracts Revenue Trade payablesandother Deferred taxes 2009 113 Expenses Tender costs Operational lease payments Financial lease payments Government grants Research and development Financing income and expense PPP concessions Provision of services and sale of goods Other 3.23 a) statement. If there is sufficient certainty that the project will be Tender costs are initially recognised in the income from that moment onwards. If tender costs are recognised as an expense awarded to the Group, the costs are capitalised are not capitalised any more if the project is obtained in the following in the period in which they initially occurred, they period. b) statement on a straight- Payments made under an operational lease (net of any incentives) are recognised in the income line basis over the term of the lease. c) Financing costs are Financial lease payments are partially accounted for as liabilities and partially as financing cost. of interest on the remaining charged to the income statement over the lease period so as to produce a fixed periodic rate balance of the liability. d) the grant will be received Grants from government are recognised at their fair value if there is reasonable certainty that to costs are recognised in and the Group will comply with all the conditions attached to it. Government grants relating the income statement in the period in which the related costs are accounted for. e) cost price of these Research and development expenses that are directly related to projects, are recognised in the for in the income projects. Expenses with regard to other research and development are recognised and accounted statement in the period in which they were incurred. f) consist of interest costs on Financing income consists of interest income and result from associates. Financing expense less capitalised interest on borrowings and financial lease arrangements as well as dividend paid on preference shares, PPP projects in the construction phase and on property development. A transfer of equitable title is considered to have taken place if and to the extent that risks and rewards attached to the extent that risks and rewards attached to is considered to have taken place if and to A transfer of equitable title if an entire project or to significant parts thereof, to the customer. This may relate to ownership have been transferred to land transfers, for example. have also been transferred. This applies the related risks and rewards c) revenue depends on the availability or the actual revenue from concession management. This The Group accounts for ng consists of (i) the fair value of the renderi depends on the availability of a facility, revenue usage of a facility. If income to the capital investment in the project. If income upon services and (ii) interest income related of contractually agreed actually received for usage of the facility. of a facility, revenue consists of payments depends on the actual usage rendered. Amounts received prior to rendering recognised as soon as the related services are In both cases, revenue is as soon as the related services are rendered. as a liability and they are recognised as revenue services are recognised to which it relates. Interest is recognised as revenue in the period d) if the result of the transaction can be reliably determined. Revenue Revenue from the provision of services is recognised If the result of a transaction cannot be determined reliably, revenue is is included in proportion to completed services. can be recovered. only recognised if it is likely that the costs incurred products have been delivered to the customer, the customer has Revenue from the sale of goods is recognised if receivables can be collected. Revenue consists of the amount accepted the products and it is likely that the related agreed upon for the related transaction. e) under operational lease or sublease of property, equipment or Other revenue includes rental income received granted to the lessee) is recognised in the income statement. installations. Income received (net of any incentives 114 2009 are fixed. adjustment oftherelatedinterestrateswap,isrecognisedinincomestatement.Consequently,financingexpenses If avariableinterestrateisfixedbymeansofanswap,thecharge,aswellvalue 2009 115 Financial statements Financial Financial risk factors Market risks a) Foreign exchange risks Kingdom and, to a limited extent, in other non-euro countries. TheThe Group has substantial activities in the United affected by foreign exchange rates. Generally, the Group is active inGroup’s results and shareholders’ equity are therefore The exchange risk is therefore limited, because income andthe above mentioned markets through local subsidiaries. associated translation risk is not hedged. expenditure are largely in the same currency. The where contracts are denominated in a different currency than theirA limited number of subsidiaries are active in markets revenues from these projects are mainly expressed in the same currency,functional currency. Group policy is that costs and hedges the residual exchange risk on a project-by-project basis, usingthus limiting foreign exchange risks. The Group forward exchange contracts. exchange risks in excess of €1 million as soon as they occur.This involves hedging of unconditional project-related arising from contractual amendments are assessed on a case-by-caseAdditional exchange risks in the tender stage and basis. of hedge transactions. Systems are in place to ensure the regularProcedures have been established for proper recording effectiveness measurements. performance and analysis of the requisite hedge been balanced against each other and any residual exchange risk hasOnce costs and revenues in the same currency have exchange rate fluctuations have a limited effect on the Group’s results andbeen hedged using forward exchange contracts, capital base. current account transactionsWith regard to financial instruments, the Group predominantly faces an exchange rate risk for exchange rate risk within pound sterling. This risk is covered by forward exchange contracts. The residual effect of the equity, is limited.regard to financial instruments in British sterling and other currencies on the Group’s result and Interest rate risks hand,one the on equivalents, cash and cash and receivables interest-bearing with associated is risk rate interest Group’s The with a cash flow interest rateand interest-bearing borrowings, on the other. If the interest is variable, it presents the Group risk. If the interest rate is fixed, there is a fair value interest rate risk. rate swaps, underThe Group mitigates the cash flow interest rate risk to the extent possible through the use of interest not use interest rate swapswhich interest liabilities based on a variable rate are converted into fixed rates. The Group does fair value interest rate risk. under which fixed-rate interest liabilities are converted into variable rates in order to hedge the debt position and the usualThe analysis of the cash flow interest rate risk takes into account cash and cash equivalents, the and hedges are beingfluctuations in the Group’s working capital requirements. Various alternatives are being studied considered. subordinated and PPPUnder Group policy, cash flow interest rate risks with regard to long-term borrowings (mainly to movements in interestborrowings) are largely hedged by interest swaps. As a result, the Group is not entirely insensitive 48 percent). The partrates. At year-end 2009, 62 percent of the interest on the Group’s net debt position was fixed (2008: not covered consists almost entirely of short-term project financing. 4.1 4. 4. rate, interest rate, price, credit and liquidity. risk factors with regard to foreign exchange The Group recognises financial that are customary in the industry. The Group not exceptionally or different in nature from those These financial risks are to the extent possible. This involves using general designed to manage and mitigate these risks applies a stringent policy as well as specific measures and/or financial such as internal procedures and instructions, management measures, systems and short lines of communication. The are accompanied by efficient reporting instruments. These measures below. control measures and residual risk are described Group’s financial risk factors, 116 2009 involving cashandequivalentsbankdeposits. million beingheldinbankswithatleastan‘A’rating.TheGroup’spolicyaimstominimiseanyconcentrationofcreditrisks only withrespectablebankinginstitutions.Thisinvolvescashand equivalentsaswellbankdepositsinexcessof€10 associated withcashandequivalentsbankdepositsheldinthesebanksasaresultoftheGroup’spolicytowork The Group’scashandequivalentsbankdepositsareheldinvariousbanks.Grouplimitsthecreditrisk until paymenthasbeenreceived,prepaymentsandtheuseofbankguarantees. Group policyisdesignedtomitigatethesecreditrisksthroughtheuseofvariousinstruments,includingretainingownership account oftheclient’sfinancialposition,previouscollaborationsandotherfactors. creditworthiness isanalysedinadvanceandthenmonitoredduringtheperformanceofproject.Thisinvolvestaking The creditriskfromPPPreceivablesandtradeismonitoredbytherelevantsubsidiaries.Clients’ proportionate toprogressofthework,whichlimitscreditrisks,inprinciple,balancesoutstanding. Furthermore, asignificantpartofthetradereceivablesisbasedoncontractsinvolvingprepaymentsorpayments bodies. Therefore,creditriskinherentinthesecontractsislimited. The PPPreceivablesandasubstantialpartofthetradeconsistcontractswithgovernmentsorgovernment receivables, cashandequivalentsbankdeposits. The GrouphascreditriskswithregardtofinancialassetsincludingPPPreceivables,derivativeinstruments,trade b) The Groupdoesthereforenotusefinancialinstrumentstohedgethe(residual)pricerisks. operating reflectstheoptimumeconomicbalancebetweendecisivenessandpredictability. While itisimpossibletoexcludetheimpactofpricefluctuationsaltogether,Grouptakesviewthatitsmethod advance withthemainsuppliersandsubcontractors. land andmaterials,aswellthecostsforsubcontractors,arefixedatanearlystagebyestablishingpricesconditionsin If theGroupisawardedaprojectandnopriceindexationreimbursementclauseagreedwithcustomer,costsof quotations andhigh-valuesourcesofinformation. offering onmajorprojects.TheGroupalsoendeavourstomanagethepriceriskbyusingframeworkcontracts,suppliers’ The Group’spolicyistoagreeapriceindexationreimbursementclausewiththecustomeratpointoftenderingor of actualperformance. the differencebetweenmarketpriceatpointoftenderingorofferingonacontractandtime The priceriskrunbytheGrouprelatestoprocurementoflandandmaterialssubcontractingwork,consists Price risks about €138millionhigherrespectively€106lower(2008:€70higher). fair valuecashflowhedgereserveinGroupequity(assumingthatallothervariablesremainedequal)wouldhavebeen If theinterestrates(EURIBORandLIBOR)hadbeenanaverageof100basispointshigherorlowerduring2009,Group’s lower). net result(assumingthatallothervariablesremainedequal)wouldhavebeenabout€2millionlower(€2008:2 If theinterestrates(EURIBORandLIBOR)hadbeenanaverageof100basispointshigherorlowerduring2009,Group’s Credit risks 2009 117 2008 3,717 7,682 6,264 55,413 101,241 651,018 421,348 1,223,243 2,469,926
2009 8,332 5,415 2,108 61,100 498,293 127,100 718,700 1,082,928 2,503,976
Non-current assets PPP receivables Non-current receivables Derivatives Current assets Net trade receivables Retentions PPP receivables Other financial assets Cash and cash equivalents Liquidity risks 10 12 20 14 14 14 12 15 Impairments are included in the non-current receivables and the net trade receivables. Please refer to Note 12 and 14. Impairments are included in the non-current receivables overview were overdue at year-end 2009 and included a provision for None of the other financial assets included in this impairment. c) new projects stagnates and less payments (and prepayments) are Liquidity risks may occur if the performance of development would have a too large effect on the available financing received, or if investments in land or property of individual transactions can cause relatively large short-term resources and/or operational cash flow. The size has sufficient credit and current account facilities to manage these fluctuations in the liquidity position. The Group fluctuations. monthly detailed cash flow projections for the ensuing twelve Partly to manage liquidity risks, subsidiaries prepare into account the amount of cash and cash equivalents, credit facilities and months. The analysis of the liquidity risk takes requirements. This provides the Group with sufficient opportunities the usual fluctuations in the Group’s working capital as flexible as possible, and to indicate any shortfalls in a timely manner. to use its available liquidities and credit facilities and settled on a net The first possible expected outgoing cash flows from financial liabilities as at the end of the year net outflow is made up basis, consist of (contractual) repayments and (estimated) interest payments. The total expected as follows. The book value of the financial assets involving a credit risk is as follows. The book value of the financial 118 2009 respectively. Besides that,theGrouphassyndicatedandbilateralcreditfacilitiesavailable of€550millionand€170million, The expectedoutgoingcashflowsareoffsetbytheincoming fromoperationalactivitiesand(re-)financing. The solvencyratio was15.8percentattheendof2009 (2008:16.3percent). shareholders AM).PleaserefertoNotes 19. to thecompany’sshareholders, subordinatedloanandthepreferenceshares(2008:includingthird party Solvency iscalculatedasthecapital basedividedbytotalassets.TheGroup’scapitalconsistsofequity attributable As usualwithintheindustry,Group monitorsitsfinancingstructureusingasolvencyratio,amongother factors. flexibility andaccesstothefinancialmarketsareimportantconditions. The Group’saimisforafinancingstructurethatensurescontinuingoperations andminimisescostofequity.Forthis, 4.2 1 Other currentliabilities Bank overdrafts Other loans Derivatives (forwardexchangecontracts) Financial leaseliabilities Loan AM Loan TerraAmstel Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Third partyshareholdersAM Preference shares Subordinated loan 2008 Other currentliabilities Bank overdrafts Other loans Derivatives (interestswaps) Derivatives (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Financial leaseliabilities Bank financing Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2009 The compositionoftheexpectednetoutflowismadeupasfollows: than oneyear.Thesecashflowsaredirectlyrelatedtothe from theGroup’soperationalactivities. €155 millionand€156million.Thesederivativesrelatetoforwardexchangecontractswithtermsmaturityofless At year-end2008thefirstpossibleexpectedoutgoingcashflowfromderivativessettledonagrossbasisamountsto Capital risks
3,361,352 5,563,115 5,349,015 3,217,569 1 200,000 200,000 360,000 302,439 Carrying 141,283 220,000 137,500 267,783 489,522 558,121 503,416 670,406 amount 17,714 47,581 14,184 50,784 49,000 95,162 (2,108) 3,548 1,884 1,497 1,773 1,721
Contractual 3,361,353 5,890,172 5,885,108 3,217,569 cash flow (181,613) 878,434 306,868 532,370 230,880 145,521 240,944 150,870 308,220 561,353 252,000 144,841 182,024 388,224 844,507 50,308 16,252 59,993 18,740 56,190 2,147 3,690 1,497 2,098
than 1year 3,648,903 3,187,284 3,812,146 3,344,757 (180,606) Not later 145,521 111,259 180,813 277,585 20,983 32,700 38,985 37,572 50,308 13,000 26,251 22,168 62,909 51,461 1,834 7,720 1,497 7,480 3,690 6,892 8,064 479 442
1,404,038 1,597,024 1-5 years 251,902 223,160 233,464 118,170 449,328 233,282 239,000 380,160 216,964 217,020 234,240 14,310 30,285 25,615 16,596 11,824 78,500 23,714 (1,007) 1,667 1,211 1,656 - - - -
Later than 607,580 673,988 639,182 558,806 40,090 10,308 26,995 13,395 17,333 37,765 5 years 108 766 24 ------2009 119 Total 2,108 3,717 66,160 97,046 60,577 718,700 421,348 651,018 138,498 640,508 2,106,825 3,361,352 2,258,877 2,129,950 3,217,569 8,881,554 9,103,048 2,110,349
------No 3,548 1,278 1,278 financial 926,711 141,283 891,989 2,262,534 2,087,496 3,156,768 3,159,349 instruments
------2,108 3,717 97,046 used for 99,154 hedging 142,215 138,498 Derivatives
------3,782 3,886 3,886 and loss Fair value 145,997 through profit
- - Financial instruments - - 55,413 61,100 liabilities 421,348 718,700 651,018 498,293 Loans and 1,130,073 1,098,818 1,332,166 1,988,667 2,103,277 5,698,548 5,578,685 1,218,360 receivables /
Financial instruments by categories Financial instruments Fair value estimation 2009 PPP receivables Other financial fixed assets Derivatives Trade and other receivables Cash and cash equivalents Borrowings Derivatives Trade and other payables 2008 PPP receivables Other financial fixed assets Derivatives Trade and other receivables Cash and cash equivalents Borrowings Derivatives Trade and other payables About 35 percent (2008: 36 percent) of the total balance sheet position of €9.1 billion (2008: €8.9 billion) does not About 35 percent (2008: 36 percent) of the total balance sheet position of €9.1 billion (2008: be classified as financial qualify as financial instruments. The majority of the 65 percent (2008: 64 percent) which can of business. instruments relates to balance sheet positions that are inherent to the Group’s normal course 4.3 of these are inherent to the Group’s normal of financial instruments. A significant number The Group has four categories and receivables/obligations. A few other financial and are included in the category of borrowings commercial operations The following summary indicates the values in various other line items of the balance sheet. instruments are presented sheet item. are included for each relevant balance for which financial instruments 4.4 techniques. The Group The fair value of financial instruments not quoted in an active market is measured using valuation date. uses various techniques and makes assumptions based on market conditions on balance sheet (DCF-method). The fair One of these techniques is the calculation of the net present value of the expected cash flows cash flows. The fair value of value of the interest rate swaps is calculated as the net present value of the expected future the forward exchange contracts is measured based on the ‘forward’ currency exchange rates on balance sheet date. In addition, valuations from bankers are requested for interest rate swaps. contracts. In line with At fair value valuated financial instruments consist of only interest rate swaps and foreign exchange the current accounting policies the derivatives are classified as ‘level 2’. and trade payables It is assumed that the nominal value (less estimated adjustments) of borrowings, trade receivables approximate to their fair value. 10 12 20 14 15 19 20 24 10 12 20 14 15 19 20 24 120 2009 The Groupvaluesdeferredtaxassets onlytotheextentthattheyarelikelyberealised. The Groupestimatesthetaxposition foreachtaxentity.Estimatesaremadewithregardtothevaluation oftaxlosses. e) Taxonprofits cash flowmethod’totestgoodwill. percentage. Thecashflows,inflation,growthpercentageandWACCidentifiedconstitutethebasisfor‘discounted determined basedonarepresentative‘peergroup’.Inaddition,anestimateismadeoftheexpectedinflationandgrowth flows aredeterminedforthenext5years.Foreachbusinessunit,a‘weightedaveragecostofcapital’(WACC)is The Grouptestsforimpairmentofgoodwilleveryyear.Basedonthe business plansoftheunits,expectedcash d) Goodwill and startingpointsmaychangesignificantly.Thisresultinimpairments ofpositionstolowermarketvalues. valuations areused.Asaconsequenceoftheradicalchangesinmarket conditionswithregardtoproperty,assumptions made withregardtotheexpectedmarketyieldperobjectandestimatedrent-freeperiods.Insomecases,external cost andthenumberofhousingunitsareparticularlyimportantforhouses.Forcommercialproperty,estimatesalso information, assumptionsandstartingpointsareassessedperproject.Developmentsofall-inprices,thelevelbuilding The valuationofpropertypositionsisassessedonthebasismarketinformationavailable.Based c) Propertydevelopment of positionstolowermarketvalues. may changesignificantly,partlyduetotherelativelylongdurationforprojectrealisation.Thisresultinimpairments As aconsequenceoftheradicalchangesinmarketconditionswithregardtoproperty,assumptionsandstartingpoints market yieldperobjectandtheestimatedrent-freeperiods.Insomecases,externalvaluationsareused. are particularlyimportantforhouses.Forcommercialproperty,estimatesalsomadewithregardtotheexpected market information.Developmentsofall-inprices,thelevelbuildingcostandnumberhousingunitsperproject The Groupassessesthevaluationoflandbanksandbuildingrightsbymakingestimatesassumptionsbasedon b) Landandbuildingrights sufficiently reliable. especially forlong-termprojects.However,historicalexperiencehasalsoshownthatestimatesare,onthewhole, of thoseinvolved.Estimatesareaninherentpartthisprocessandtheymaydifferfromthesubsequentreality, This systemisbasedonperiodicassessmentsbytheprojectteamsusingaccounts,filesandexpertise expected lossisrecognisedasanexpense. ‘percentage ofcompletionmethod’.Ifitisprobablethatthetotalprojectcostwillexceedtotalcontractrevenue, in proportiontotheprogressofactivitiesperformed.Theperformedaremeasuredaccordancewith If theresultofacontractcanbereliablyestimated,revenuesandcostsareaccountedforoverperiodcontract, a) assets andliabilitieswithinthenextfinancialyeararedisclosedinnotestostatements. The estimatesandassumptionsthathaveasignificantriskofcausingmaterialadjustmenttothecarryingvalues evaluated. expectations offutureeventsthatmayoccurbasedonthecurrentsituation.Estimatesandjudgementsarecontinuously the actualresults.Estimatesandassumptionsarebasedonhistoricalexperienceotherfactors,including The Groupmakesestimatesandassumptionsconcerningthefuture.Estimateswill,bydefinition,seldombeidenticalto 5.1 expectations offutureeventsthatmayreasonablyoccurbasedonthecurrentsituation. Estimates andjudgementsarecontinuallyevaluatedbasedonhistoricalexperienceotherfactors,including 5. Project results Critical accountingestimatesandassumptionsinthefinancialstatements Critical accounting estimates and judgements 2009 121 Critical judgements in applying the entity’s accounting policies in applying the entity’s accounting Critical judgements 5.2 will course of business but relate to liabilities that are considered to be cost within the normal Pension plan obligations These on the basis of actuarial principles. distant future date. Pension charges are determined have to be fulfilled at some discount rates, mortality rates, pensionable of underlying assumptions such as staffing changes, are based on a number indexation of the payments. plan assets, future salary increases and the associated age, expected return on year. Actual circumstances may deviate from generally reassessed at the start of every financial These assumptions are the may then lead to extra income or expense in rise to an altered pension obligation, which these assumptions, giving may occur in the future as a result of adjusted Changes in the relevant pension costs consolidated income statement. assumptions. in the notes to the financial statements, there are no critical Except for the above and the elements as included the Group’s accounting policies which require further disclosure. accounting estimates or assumptions in applying 122 2009 Net resultfortheyear Tax Result beforetax Result fromassociates Net financecost Operating result Revenue Sector revenue Third partyrevenue Services andother Concessions Property development Construction contracts 2008 Net resultfortheyear Tax Result beforetax Result fromassociates Net financecost Operating result Revenue Sector revenue Third partyrevenue Services andother Concessions Property development Construction contracts 2009 Revenue andresults Sector reporting 1 Group equityand liabilities Group equity Liabilities Total assets Associates Assets 2008 Group equityandliabilities Group equity Liabilities Total assets Associates Assets 2009 Balance sheet Including non-operational assets and liabilities. and assets non-operational Including 1 1 - Construction Construction 1,560,440 3,108,345 3,324,453 3,528,140 3,124,075 6. 1,339,869 1,339,869 1,649,924 1,649,468 1,251,930 1,251,930 1,561,199 3,825,528 3,339,732 110,060 404,065 144,707 485,796 34,647 12,715 77,695 68,395 12,816 2,564 9,553 2,914 (253) 456 759 - - - Segment information -
- - 2,073,765 1,205,126 1,898,280 1,205,126 1,205,126 2,174,478 2,174,478 2,349,205 2,337,699 1,898,280 2,088,425 (266,588) (271,029) 823,914 823,914 823,914 Property Property (79,755) (26,277) (59,750) 11,506 14,660 4,340 6,272 101 ------
- engineering engineering 2,427,167 3,749,237 3,944,381 3,894,863 3,794,778 3,757,449 3,906,276 1,697,278 1,697,278 2,247,155 2,235,302 1,869,478 1,869,478 2,438,919 139,197 124,362 114,186 111,526 14,514 37,329 38,105 11,413 11,853 11,752 8,212 1,810 321 Civil Civil 850 - - - - -
-
868,398 736,355 736,355 741,989 739,090 812,146 812,146 870,849 (18,882) (21,434) 66,711 66,711 66,127 19,421 37,188 66,711 11,224 31,947 66,127 66,127 2,451 1,115 2,899 711 PPP PPP ------
contracting contracting Mechanical Mechanical & electrical & electrical 226,186 130,886 243,473 215,408 215,408 259,868 226,186 113,661 113,661 112,067 112,067 130,886 12,167 10,989 28,065 33,682 92,387 92,387 1,178 9,009 8,684 325 ------
- Consultancy Consultancy engineering engineering 107,927 231,754 231,754 231,754 206,680 201,250 201,250 107,927 85,550 28,102 27,174 11,622 11,742 79,893 79,893 68,028 68,028 85,550 5,430 (120) 928 and and ------
eliminations eliminations including including (476,018) (481,282) (532,604) (551,190) (231,458) (467,928) (625,206) (366,987) (533,427) 881,214 621,673 853,131 157,278 796,912 166,440 (36,489) (11,335) (37,027) (16,615) (84,302) 18,586 42,307 27,323 18,068 (9,975) 4,320 Other Other 5,264 (809) 944 518 - - - - 1
6,612,779 6,741,933 7,233,714 6,741,933 6,808,841 6,808,841 8,353,092 5,888,802 6,557,941 5,927,627 8,834,766 8,834,766 1,205,126 7,307,166 8,353,092 853,131 183,992 881,214 196,062 165,818 252,504 233,408 253,199 226,423 823,914 (86,686) (30,919) (52,827) (42,015) (39,544) 36,231 50,015 69,275 89,058 28,732 69,041 Total Total - - 2009 123 Total Total 28,544 29,050 95,460 27,212 28,464 792,766 822,078 379,024 564,620 789,618 963,120 467,541 487,713 102,514 134,331 100,000 209,610 156,909 1,990,776 3,975,072 2,151,702 8,353,092 8,834,766 3,803,828
1 1 - - 84 176 186 170 182 (805) Other Other 1,669 3,095 2,510 3,187 (2,973) (8,761) (52,727) (33,287) (52,402) (13,891) (97,232) (54,289) (322,906) (476,018) (369,349) (532,604) including including eliminations eliminations
------and and 2,956 2,818 2,701 4,154 2,884 2,108 2,802 3,557 2,858 2,902 89,249 22,442 96,373 18,950 206,680 104,016 102,494 231,754 engineering engineering Consultancy Consultancy
------35 37 65 372 494 212 1,427 1,421 3,747 1,587 1,307 1,347 2,246 4,513 259,868 242,702 243,473 259,424 & electrical & electrical Mechanical Mechanical contracting contracting
- - - - - 76 77 80 84 PPP PPP 1,866 1,484 2,651 7,054 3,220 1,878 8,937 3,200 62,858 52,545 66,711 53,786 66,127 52,112
-
- 49 Civil Civil 70,691 66,628 15,645 14,836 86,487 15,434 15,864 59,136 360,149 703,591 600,216 318,115 369,169 489,225 801,209 533,760 461,110 301,123 3,794,778 3,944,381 1,337,427 1,464,065 engineering engineering
- - 502 411 595 607 5,924 9,508 6,206 8,138 1,723 3,011 63,412 43,203 53,282 34,630 84,982 134,198 100,000 823,914 Property Property 725,706 1,205,126 1,013,964
------7,822 8,098 8,067 7,577 20,923 20,181 40,346 20,594 24,858 170,412 535,165 222,298 575,971 1,244,597 3,528,140 1,643,092 1,359,309 3,825,528 1,577,966 Construction Construction
3 3
2 2 4 Gross investments in tangible and intangible assets. Fulltime equivalent Geographical allocations based on location of projects. Including non-operational assets and liabilities. 2 3 4 1 2008 Netherlands United Kingdom Belgium Germany Ireland Other (worldwide) 2009 Netherlands United Kingdom Belgium Germany Ireland Other (worldwide) Revenue Geographical reporting Average number of fte Number of fte at year-end 2008 Investments Amortisation and depreciation Impairment losses reversed Number of fte at year-end 2009 Investments Other information Average number of fte Amortisation and depreciation Impairment losses 124 2009 2 1 Other (worldwide) Ireland Germany Belgium United Kingdom Netherlands Investments ² Eliminations, associatesandnotallocatedassets Other (worldwide) Ireland Germany Belgium United Kingdom Netherlands Assets ¹ Geographicalallocationsbasedonlocationoftheassets. Gross investmentsintangibleandintangibleassetsbasedongeographicallocation.
3,668,765 6,808,841 1,458,377 (353,608) 156,909 259,917 541,164 634,347 599,879 46,120 15,905 24,474 40,278 20,034 10,098 2009 2009
6,741,933 1,385,265 3,738,567 (304,490) 209,610 281,203 482,540 646,149 512,699 24,795 50,777 28,767 21,052 19,626 64,593 2008 2008 2009 125 Total 457,695 489,982 291,711 576,930 (503,416) (302,439) (489,522) (267,783) (941,135) 2,172,029 1,785,388 2,275,370 1,714,334 (1,074,463) (1,880,318) (1,698,440)
------371,708 371,708 394,474 394,474 (946,473) (551,999) contracts (946,473) (831,951) (831,951) (460,243) Construction
63,221 118,274 Property 843,710 (302,439) (933,845) (503,416) (127,990) (489,522) (267,783) (109,184) (866,489) 1,777,555 1,785,388 1,903,662 1,037,173 1,714,334 development
Overview of projectsOverview of At year-end 2009, the value of construction contracts on the balance sheet is €552 million credit (2008: €461 million). At year-end 2009, the value of construction contracts on the balance sheet is €552 million credit (2008: €11,045 million) The position consists of the net amount of cumulative costs (including result) of €13,622 million and cumulative invoiced instalments of €14,174 million (2008: €11,506 million). 7. property development Construction contracts and These projects reflect a major part of the Group’s activities and are presented in various line items of the balance sheet. Supplementary to the standard notes and in order to provide an insight into the Group’s overall position, the relevant line items are stated below. 2009 property development Land and building rights, Amounts due from customers Total assets Non-recourse project financing Other project financing Amounts due to customers Total liabilities At 31 December 2008 Land and building rights, property development Amounts due from customers Total assets Non-recourse project financing Other project financing Amounts due to customers Total liabilities At 31 December 126 2009 Net investmentasat31December PPP projects(associatesandnon-currentreceivables) PPP projects(subsidiaries) Net assetsandliabilities Non-recourse PPPloans PPP receivables Intangible assets(PPPconcessions) 2008 Net investmentasat31December PPP projects(associatesandnon-currentreceivables) PPP projects(subsidiaries) Net assetsandliabilities Non-recourse PPPloans PPP receivables Intangible assets(PPPconcessions) 2009 follows: as is involved is Group the which in projects PPP the of position total The PPP projects
Non-current (547,339) (634,767) 221,385 421,348 170,482 498,293 (12,847) (12,509) 87,480 47,170 15,526 31,644 44,491 15,078 72,402 84,911
(26,212) (26,212) (10,782) (27,307) (35,639) Current 21,877 21,877 24,977 (3,100) 8,332 7,682 1,095 - - - -
221,385 (558,121) (670,406) 429,030 170,482 506,625 (11,414) 61,268 69,047 15,526 53,521 12,130 41,391 15,078 46,190 57,604 Total 2009 127 - - Total 2,092 3,147 2,682 99,134 (85,952) (10,951) (93,003) (43,168) (15,835) 434,692 434,692 132,886 430,189 873,032 430,189 430,189 425,724 425,724 927,262 912,553 (477,861) (442,843) (501,538)
711 fixed 1,604 1,519 1,924 Other assets (2,776) (3,624) (4,481) (2,806) 22,059 49,807 48,574 48,574 30,827 53,781 53,781 53,781 49,807 (21,948) (21,776) tangible 164,755 154,361 158,288 (114,948) (109,714) (100,580)
------(17) (353) (353) 7,346 15,987 20,715 20,715 12,017 12,017 12,017 12,017 14,305 20,715 15,634 15,634 (16,044) (10,318) Property plant and ordered/in equiptment construction
35 and 476 Plant, 9,586 1,892 (6,104) (6,390) 85,337 55,816 13,205 (25,608) (55,628) (62,175) 212,891 488,199 220,509 220,509 223,333 223,333 504,474 212,891 220,509 531,179 (291,583) (267,690) (307,846) equipment installations
12 544 737 9,376 1,128 4,534 6,954 (8,548) (2,041) (6,652) (8,527) (76,564) (13,079) (74,573) (78,391) 152,512 152,512 143,882 143,882 143,882 136,950 215,341 218,455 136,950 Land and buildings 229,076
Property, plant and equipment and plant Property, At 1 January 2008 Cost and Accumulated depreciation impairments Net book amount 2008 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Transfers between categories Depreciation charge Exchange rate differences Net book amount at 31 December At 31 December 2008 Cost Accumulated depreciation and impairments Net book amount 2009 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Transfers between categories Depreciation charge Exchange rate differences Net book amount at 31 December At 31 December 2009 Cost Accumulated depreciation and impairments Net book amount 8. 128 2009 Finance expenseanddepreciationrelatedtotheseassetsarerecognisedintheincomestatement. The relatedfinancialleaseliabilitiesarerecordedundercurrentandnon-currentborrowings.PleaserefertoNote19. Other tangiblefixedassets Plant, equipmentandinstallations Land andbuildings The netbookvalueofproperty,plantandequipmentleasedunderfinancialleasesispresentedbelow: borrowings. The amountofproperty,plantandequipment(notleasedunderfinanciallease)isnotpledgedasasecurityfor The fairvalueofproperty,plantandequipmentatyear-end2009is€530million(2008:€528million). Note 33forinformationoncontractualobligationswithregardtoproperty,plantandequipment. Tangible assetsonorderandunderconstructionpredominantlyrelatetoproperty,plantequipment.Pleaserefer
22,846 42,781 19,582 2009 353
23,712 47,186 23,447 2008 27 2009 129 (70) 888 (470) Total (9,728) (9,508) 56,887 10,049 65,185 11,540 (41,584) (28,304) (22,971) (47,224) 930,540 802,310 802,310 818,352 997,609 933,662 905,358 905,358 818,355 802,310 (128,230) (179,254) (100,000)
------(98) 560 304 Other 2,421 (6,574) (4,589) (6,604) (1,584) 31,311 28,988 17,779 23,519 23,519 11,944 11,944 17,779 17,779 28,108 (19,367) (11,209)
- - - - - 13 (70) (38) Not- (372) 2,793 2,793 1,780 3,336 3,336 3,389 3,336 2,175 3,386 (9,749) (1,129) (8,271) (1,766) 13,138 11,607 17,561 (14,768) software integrated
------PPP (3,342) (1,775) (3,539) (1,388) (4,730) 52,291 62,845 (22,971) 221,385 226,115 170,482 173,824 170,482 170,482 132,383 132,383 221,385 135,922 concessions
------888 (5,408) 11,236 10,036 (47,186) (40,000) 746,663 610,713 716,121 610,713 610,713 581,637 727,045 746,663 581,637 Goodwill (100,000) (105,408) (145,408) 752,071
Intangible assets Intangible At 1 January 2008 Cost and Accumulated amortisation impairments Net book amount 2008 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Amortisation charge Reclassification including scope changes Impairment losses recognised Exchange rate differences Net book amount at 31 December At 31 December 2008 Cost Accumulated amortisation and impairments Net book amount 2009 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Amortisation charge Impairment losses recognised Exchange rate differences Net book amount at 31 December At 31 December 2009 Cost Accumulated amortisation and impairments Net book amount 9. 130 2009 subsidiaries structural shortageofhousesisconsidered tobecrucialfora(future)recoverytheDutchpropertydevelopment Group isconvincedthattheirown property developmentsubsidiarieswillcontributeagaintotheresult inthefuture.The Although thecircumstancesof propertydevelopmentmarketisstillcharacterisedbyquitesomeuncertainties, the 1 percent onaveragewouldnothaveresultedinimpairmentsfortheother cash-flowgeneratingunits. impairment wouldhavebeenapproximately€15millionhigher,orlower, in2009.Anincreasethediscountrateby on AM’sgoodwillat30September2009.Ifadiscountrateof1percent higher,orlower,hadbeenusedforthistest,the forecast futurecashflowshavebeenadjustedaccordingly.Thishasresulted inanadditionalimpairmentof€40million It becameevidentin2009thatrecoveryofthepropertymarketwillrequire moretimethanwasinitiallyexpected.The for thecomingyears,recoverableamountdroppedtobelow level ofthenetbookamountincludinggoodwill. regard toAManditssubsidiaries.Asaconsequenceofthesignificantly deterioratedprospectsforthepropertymarket Based onthecalculationmadeatyear-end2008,Grouprecognised animpairmentof€100millionintotalwith (2008: between2.0percentand3.0percent). used (includinginflation)fortheforecastcashflowsafterfive-yearperiodvarybetween2.0percentand2.5 2009 varybetween10.1percentand12.7(2008:10.012.4percent).Thegrowthrates situation, anassessmentofthetimevaluemoneyandrisksspecifictoasset.Thepre-taxdiscountratesusedin The forecastcashflowsarediscountedtotheirpresentvalueusingapre-taxdiscountratereflectingthecurrentmarket long-term expectationsoftherelatedsectorsandmarkets. forecast fortheperiodafterthese5yearswillbedeterminedbyextrapolation,usinggrowthratesreflectingGroup’s expectations relatingtothemarketanddevelopmentsinvarioussectorsonpastperformance.Thecashflow revenue andprofitmargin(pre-tax)approvedbymanagementcoveringa5-yearperiod.Theforecastsarebasedon The recoverableamountsaredeterminedbasedoncalculationsoftheforecastedcashflows,forecasts goodwill, withtherecoverableamountofthesecashgeneratingunits. Goodwill istestedforimpairmentbycomparingthecarryingamountofcashgeneratingassets,includingallocated Impairments Consultancy andengineering Mechanical andelectricalcontracting Civil engineering Property Construction follows: as is sectors Group the to goodwill of allocation The property. to regard with expectations and conditions market deteriorated of consequence a are impairments Both subsidiaries. its of number a and AM to relating impairment an was there 2008, In sector. development Property the in subsidiary AM the to relates 2009 in recognised impairment The 34. Note to refer Please Pacific. Asia Tebodin and Holding FED Projects, City of acquisitions the to relates 2008 during goodwill in increase The KON-IN. from Hungary, EC, Tebodin in interests minority remaining of acquisition the of consequence a as increased goodwill 2009, In million). €18 (2008: million €18 to companies NBM (old) the for and million) €16 (2008: million €16 to Kairos for million), €17 (2008: million €17 to amounts Betonac for goodwill addition, In million). €151 (2008: million €111 subsidiaries its and AM for and million) €383 (2008: million €394 is HBG for goodwill the of amount book net the 2009, year-end At 2006. in AM of and 2002 in HBG of acquisition the to relates predominantly Goodwill 9.1 Goodwill
581,637 219,348 190,035 122,252 48,145 1,857 2009
119,504 610,713 213,875 228,236 47,241 1,857 2008 2009 131 Other PPP Concessions 9.3 the valuation of market positions, including (brand) names and Other intangible assets relate predominantly to refer to Note 34. management, of the companies acquired. Please PPP concessions relate to PPP projects (toll roads) in Ireland and Germany. These concessions have durations between 15 PPP concessions relate to PPP projects (toll roads) and 30 years. Waterford and Portlaoise in Ireland and the A8 motorway in Investments made in 2009 relate to the PPP projects Germany. concerning government grants received for two Irish PPP The other movements in 2008 relate to reclassifications effect for the associated PPP loans. Please refer to Note 19. projects. In this context, there is a comparable for the corresponding non-recourse PPP loans, which are included under The PPP concessions are pledged as a security to Note 19. current and non-current liabilities. Please refer on concessions. Please refer to Note 38 for further information 9.2 Goodwill was again tested for impairment at year-end 2009. This test did not result in any impairments. If a discount rate did not result in any impairments. If a discount for impairment at year-end 2009. This test Goodwill was again tested have resulted in an impairment. lower, had been used for this test, it would not of 1 percent higher, or 1 cash generating units. If a discount rate of did not result in any impairments for the other The test at year-end 2009 resulted in an impairment. had been used for this test, it would not have percent higher, or lower, Exchange rate differences relate to currency fluctuations in pound sterling. involve predominantly goodwill for HBG and Exchange rate differences in the exchange rate and in 2008 a decrease. In 2009, there was a rise 132 2009 Please refertoNote38forfurtherinformationonconcessions. and non-currentliabilities. PPP receivablesarepledgedasasecurityforthecorrespondingnon-recourseloans,whichincludedundercurrent the Liefkenshoektunnel. The increaseinreceivablesgrantedrelatestothePPPprojectsunderconstructionatWestDunbartonshire,Solihulland disposal in2009worth€104million(2008:€48million). (DIF) toDIF.In2009,theGroupsolditsremainingstakeof50percentrelationthistransaction,therewasa Both in2007and2008,theGroupsold25percentofitssharesjointventurewithDutchInfrastructureFund percent (2008:6.7percent). loans. Theinterestpercentagesarefixedfortheentireduration.averagerateonPPPreceivablesis6.7 The interestratesonPPPreceivablesareinlinewiththe(afterhedging)ofrelatednon-recourse has adurationofmorethanfiveyears(2008:€382million). The averagedurationofPPPreceivablesis25years(2008:22years).Approximately€434millionthenon-currentpart receivables. Ireland andtheUnitedKingdom.ThecurrentpartofPPPreceivablesisrecordedastradeother PPP receivablesconsistoftheamountsreceivablewithregardtoconcessionsinNetherlands,Belgium,Germany, Current Non-current PPP receivablesareincludedonthebalancesheetasfollows: At 31December Exchange ratedifferences Repayment ofreceivables Receivables granted Disposals At 1January 10. PPP receivables
(103,802) 506,625 498,293 506,625 158,839 429,030 31,398 (8,840) 8,332 2009 2009
(125,822) 421,348 429,030 142,053 469,179 429,030 (48,057) (8,323) 7,682 2008 2008 2009 133 - (29) (66) 711 481 217 (151) 2008 1,115 6,622 4,343 Result (1,851) 28,515 42,307 43,393 50,015 50,015 28,732 (22,940) 27,323 154,642 183,992
9,940 9,262 12,046 12,791 885 258 (684) 407,405 429,391 327,993 Revenue 2009 6,124 305,940
(1,849) 28,732 (21,396) 196,062 183,992 Net
2,440 2,864 2,899 2,712 assets 18,724 15,479 177,338 162,902 168,513 183,992 196,062 172,034
2,984 2,318 230,360 115,100 348,444 113,891 399,396 283,187 Liabilities
5,182 5,696 Assets 116,331 576,734 393,262 516,957 117,999 455,221
21.49 10.54 10.00 10.54 10.00 21.49 interest
% Country of Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands incorporation
Associates This includes associates in which the Group holds less than 20 percent of the (potential) voting power, but over which the This includes associates in which the Group holds less than 20 percent of the (potential) voting boards. Group has significant influence through memberships of boards of management and/or supervisory to terms on the basis of Some associates are significantly restricted in their ability to transfer funds. This mainly relates which repayment of external debt has priority over dividend distribution. The other participations relate to the Group’s interests in a range of project-related entities. in associates. None of this An amount of €32 million (2008: €32 million) of goodwill is included in the invested amount goodwill is impaired. its subsidiary AM) in an The impairment recognised in 2009 relates to a financial interest which the Group has (through entity operating on the property market. 11. Associates Investments Disposals Share in result Result distributions and dividends received Exchange rate differences Impairment Other movements At 31 December in (unlisted) associates. The amounts relate to the Group’s interest in the The table below specifies the Group’s interests year-end and the Group’s share in revenues and results for the respective balance sheets of the respective associates at financial years. 2009 Van Oord nv Infraspeed (Holdings) bv Railpro bv Other At 31 December 2008 Van Oord nv Infraspeed (Holdings) bv Railpro bv Other At 31 December 134 2009 remaining financingpreferencesharesbyVanOord. The repaymentofloansfor2008includesanamount€35million,atbookvalue,whichrelatestothepurchase entities operatingonthepropertymarket. The impairmentsrecognisedin2009relatetoloans(€37.8million)whichtheGroupgranted(throughsubsidiaryAM) influence. The columnOtherpredominantlyconsistsofinterestsin(unlisted)associatesoverwhichtheGrouphasnosignificant interest rateis4.4percent(2008:6.7percent). The fairvalueofnon-currentreceivablesattheend2009amountsto€83million(2008:€80million).effective At 31December2008 Of whichcurrent: Other movements Impairment Exchange ratedifferences Repayment ofloans Loans granted Investments At 31December2008 Of whichcurrent: Other movements Exchange ratedifferences Repayment ofloans Loans granted Consolidations anddeconsolidations Investments At 1January2008 12. Other financial assets fixed
Non-current receivables 114,851 (15,874) (13,816) (62,029) 66,515 34,529 61,677 61,100 55,413 14,161 (5,415) (6,264) (5,569) 258 (1) 5 - - -
5,164 4,909 5,060 Other 5,060 5,164 (805) 701 246 8 1 ------
119,760 (15,874) (13,816) (62,029) 66,160 71,575 34,529 60,577 66,841 14,161 (6,264) (5,415) (5,323) Total (805) 701 258 (1) 8 6 2009 135 2008 2008 7,682 4,530 58,824 29,686 18,702 (71,332) 101,241 348,219 489,982 872,432 912,956 2,258,877 1,294,575 1,223,243 1,808,620
2009 2009 8,332 4,131 36,030 69,212 18,980 (62,332) 127,100 329,052 457,695 813,834 900,500 1,082,928 2,110,349 1,145,260 1,737,445
Trade receivables and other receivables other and receivables Trade Inventories 14. The fair value of trade receivables and other receivables is almost equal to their nominal value, due to the current nature of the receivables. Normally, these receivables will be paid within the normal course of business (less than one year), except for approximately €9 million (2008: €24 million). The fair value of this non-current part is approximately €8 million (2008: €23 million) and has been calculated using an interest rate of 2.6 percent (2008: 3.1 percent). There is no significant concentration of credit risk with regard to trade receivables, as the Group has a large number of national and international customers. Some of the receivables are also secured via retention of ownership rights with regard to the particular projects. Trade receivables Less: impairment of receivables Trade receivables-net Amounts due from customers Amounts due from associates Retentions Prepayments and accrued income PPP receivables Other receivables Within the ordinary course of business, the duration of land and building rights is generally non-current (longer than one rights is generally non-current (longer than of business, the duration of land and building Within the ordinary course investments are current in nature (less than one year). year). The majority of the property development and a structural recovery failing to appear in the short term, the In view of the poor market conditions and expectations to property positions in the Netherlands. These analyses focused on Group conducted analyses in 2009 with regard relating to land, land development and commercial property. positions with the highest risk, predominantly conclusion that the expected (future) realisable values of several positions Based on the analyses, the Group reached the resulted in an impairment in 2009 amounting to €70 million. had to be structurally adjusted downwards. This inventories is recognised in the income statement. Other inventories In 2009, €51 million (2008: €53 million) of other inventories are predominantly current. were not impaired in the year under review. Other 13. Land and building rights Property development Raw materials and consumables Finished products 136 2009 At 31December Exchange ratedifferences Acquisitions ofsubsidiary Used duringtheyear -Releaseofunusedprovisions -Additionalprovisions Included intheincomestatement: At 1January follows: as up made are receivables of impairment and receivables Trade (through subsidiary AM) on an entity operating on the property market. (through subsidiaryAM)onanentityoperatingthepropertymarket. In 2009,therewasanimpairmentof€5.0millionincludedintheother receivableswithregardtoareceivableoftheGroup Other receivablesincludeprepaid,non-projectrelated,costwithinthe ordinarycourseofbusiness. PPP receivablesrelatetothecurrentproportionofreceivables.Please refertoNote10. that havebeenhandedover. Prepayments andunbilledreceivablesconsistofproject-relatedprepaymentsamountsyettobeinvoicedforprojects particular, itiscommonpracticetoretainapreviouslyagreedpercentageuntilcompletionoftheproject. Retentions relatetoamountsretainedbycustomersoninvoicedinstalments.IntheUnitedKingdomandGermanyin 3.9 and7. consist ofthepositivebalancecostincurred(includingresultrecognised)andinvoicedinstalments.PleaserefertoNote Amounts duefromcustomersrelatetoconstructioncontractsforthirdpartiesandpropertydevelopmentsold, follows: as is impairments of movement The Trade receivables-net Less: impairmentofreceivables Overdue >2years Overdue 1-2years Overdue 6-12months Overdue 3-6months Overdue <3months Not pastdue
receivables 1,082,928 1,145,260 618,737 325,193 (62,332) 59,233 50,489 59,772 31,836 Trade 2009
Impairment (62,332) (37,042) (13,574) (2,079) (7,576) (1,737) (324)
receivables 1,223,243 1,294,575 677,297 (19,935) (20,477) 100,965 391,891 (71,332) 62,332 71,332 31,271 41,625 30,612 52,185 Trade 2009 131 10 2008
Impairment 106,777 (71,332) (36,977) (15,901) (47,884) (16,754) 71,332 28,758 (7,193) (6,747) (4,040) 2008 (474) 478 (43) 2009 137 2008 2008 448,371 202,647 651,018 509,735 651,018 (141,283)
2009 2009 (3,548) 614,861 103,839 718,700 718,700 715,152
Cash and cash equivalents Cash and Cash and cash equivalents Less: bank overdrafts Net cash position Cash and cash equivalents are at the free disposal of the Group. Bank deposits have a term to maturity no later than 31 deposits have a term to maturity no later than are at the free disposal of the Group. Bank Cash and cash equivalents cash joint ventures, amounting to €190 million cash equivalents include the Group’s share in January 2010. Cash and (2008: €226 million). the short-term bank overdrafts, considering their geographical position Cash and cash equivalents are not offset against offset these as far as possible during the year. at balance sheet date. It is the Group’s policy to The details of the net cash position are as follows: deposits is 0.3 percent (2008: 3.7 percent). The average effective interest on short-term bank of approximately one week (2008: approximately two weeks). The deposits have an average term to maturity 15. Cash at bank and in hand Short term bank deposits Cash and cash equivalents 138 2009 Please refertoNote8ofthecompanyfinancialstatementsforfurtherdetailsonnumberissuedshares. recorded asinterestexpenseinthe incomestatement.PleaserefertoNote28. Financing preferencesharesareclassified asliabilities.PleaserefertoNote19.Dividendsonpreference sharesare exchange. 398,517 shares(2008:389,955shares).TheGrouphastheintention to repurchasetheremainingsharesviastock of non-convertiblefinancingpreferencesharesrepurchasedviathestock exchangeincreasedby8,562in2009,to The numberofnon-convertiblefinancingpreferencesharesremained unchangedduring2009,at473,275.Thenumber ordinary shares.In2008,5,286,412convertiblefinancingpreference shareswereconvertedintoordinaryshares. In 2009,thenumberofconvertiblefinancingpreferencesharesdecreased by3,846to346,276followingconversioninto 16.3 was distributedintheformofordinaryshares. In addition,thenumberofordinarysharesincreasedby146in2008becausealimitedamountpreferencedividend into ordinaryshares. 135,192,833). Theincreaserelatestotheconversionof3,846(2008:5,286,412)convertiblefinancingpreferenceshares In 2009,thenumberofissuedordinarysharesincreasedby3,846(2008:5,286,558)to135,196,679 16.2 information, pleaserefertotheOtherInformationsectionofcompanyfinancialstatements. A calloptionwasgrantedtoStichtingAandelenbeheerBAMGroupin1993forClassBpreferenceshares.Forfurther share (2008:€0.10pershare).Allissuedshareshavebeenfullypaidup. the numberofpreferencesharesisthreehundredmillion(2008:million),allataparvalue€0.10per The totalauthorisednumberofordinarysharesatyear-end2009istwohundredmillion(2008:million)and 16.1 1 16. At 31December2009 Conversion ofpreferenceshares At 31December2008 Dividend paid Conversion ofpreferenceshares At 1January2008 the stockexchange. Number ofissuedsharesasat31December2009including398,517nonconvertiblepreferencerepurchasedon Financing preferenceshares Ordinary shares General Share capital 1
136,016,230 136,016,230 136,016,084 Number of shares issued 146 - -
Ordinary 12,991 13,519 13,519 shares 528 - -
Convertible preference shares (18) 19 1 1 - -
434,879 455,859 455,842 premium 20,963 Share 17 -
447,889 469,379 469,362 21,473 Total 17 - 2009 139
885 Total (486) 2008 1,773 1,905 (1,851) 34,828 34,214 37,977 49,000 63,952 (35,063) (11,157) 847,401 200,000 (127,177) (115,471) (210,285) (245,348) (181,396) 1,098,174
- - - - - (486) 2009 1,721 1,905 reserve 34,214 37,977 (5,471) Hedging 28,239 (92,963) (98,434) (11,157) (70,195) 200,000 875,042 (127,177) 1,076,763
------885 (1,851) 34,828 35,713 Currency (29,592) (115,471) (117,322) (146,914) (111,201) translation adjustments
Capital base Capital Reserves Equity attributable to the Company’s shareholders Subordinated loan Preference shares Third party shareholders AM 18. At 1 January 2008 Effective cash flow hedges: - Fair value movement - Tax on fair value movement Exchange rate differences: - Subsidiaries - Associates At 31 December 2008 Effective cash flow hedges: - Fair value movement - Tax on fair value movement Ineffective cash flow hedges: - Fair value movement - Tax on fair value movement Exchange rate differences: - Subsidiaries - Associates At 31 December 2009 reserve in 2008 was caused almost entirely by the drop in value of the The negative movement in the currency translation pound sterling. relates almost entirely to the rise in value of the pound sterling in 2009. The positive movement in this reserve in 2009 rate derivatives, in particular The net fair value movement in the hedge reserve in 2008 related predominately to interest long-term nature of the with regard to the PPP project loans. The movement is considerable due to the (particularly) in this reserve in 2009, derivatives and the significant drop in interest rates at year-end 2008. Of the positive movement million €11.4 2009, in rates interest market increased by caused derivatives of value increased the to relates million €20,3 relates to the sale of an interest rate swap in 2009 and negative €3.5 million relates to new derivatives. Articles of Association that The restrictions on distributable reserves are determined by reserves required by law and the constitute a part of the company financial statements. 17. 140 2009 19. Later than5years Later than1andnotlater5years Not laterthan1year Bank overdrafts Other loans Financial leaseliabilities Loan AM Loan TerraAmstel Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Third partyshareholdersAM Preference shares Subordinated loan 2008 Later than5years Later than1andnotlater5years Not laterthan1year Bank overdrafts Other loans Financial leaseliabilities Bank financing Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2009 Borrowings
Non-current Non-current 1,768,840 1,714,728 200,000 200,000 401,760 547,339 360,000 246,668 237,712 634,767 220,000 112,500 240,313 27,982 12,956 32,549 6,192 1,407 1,423 - - -
392,097 265,704 361,110 141,283 Current Current 25,000 27,470 87,762 10,782 49,000 11,522 19,599 55,771 35,639 18,235 3,548 1,228 350 314 - - - -
2,106,825 2,129,950 1,308,980 2,106,825 1,177,291 2,129,950 200,000 360,000 302,439 459,860 200,000 537,437 392,097 503,416 670,406 361,110 141,283 220,000 137,500 267,783 489,522 558,121 17,714 47,581 14,184 50,784 49,000 3,548 1,721 1,773 Total Total 2009 141 48 (778) 2008 1,423 1,471 23,674 22,896 (21,473)
47 (48) (16) 2009 1,423 1,454 1,407 1,471
Preference shares Subordinated loan Face value at 1 January Equity component at 1 January Liability component at 1 January Conversion of shares Liability component at 31 December Equity component at 31 December Face value at 31 December Convertible financing preference shares preference shares may be converted into ordinary shares, with At the request of shareholders, convertible financing price (€4.20). In 2009, 3,846 shares were converted (2008: 5,286,412 immediate effect, for a price equal to the issue financing preference shares were still in issue (2008: 350,122). shares). At year-end 2009, 346,276 convertible in non-current liabilities, is calculated using a market interest rate The fair value of the liability component, included financing preference shares. This fair value has been calculated equal to the dividend percentage on the non-convertible share. at €4.062 per convertible financing preference of the liability The difference of €0.138 per share between the issue price of €4.20 per share and the fair value in the reserves. component, representing the value of the equity component, is included in shareholders’ equity The balance sheet value of the convertible financing preference shares is as follows: In December 2002, 39,285,715 convertible financing preference shares and 8,333,335 non- convertible financing In December 2002, 39,285,715 convertible financing of 8 years (until year-end 2010), the dividend on financing preference preference shares were issued. For an initial period preference shares and 9.13 percent for non-convertible preference shares is fixed, namely at 8.83 percent for convertible per share. shares, both to be paid over the issue price of €4.20 19.2 19.1 with context of a broad refinancing of the Group, of €200 million was contracted in 2007, in the The subordinated loan has to be repaid in July 2012; the €100 million of the principal amount of the subordinated loan a consortium of banks. remaining part in July 2013. a leverage ratio and is equal to EURIBOR plus loan is based on the Group’s recourse The interest on the subordinated of 320 basis points. At 31 december 2009 the between a minimum of 230 and a maximum margin, which can vary at year-end 2009 (2008: 250 basis points). margin was 250 basis points the entire loan. Commencing in February 2008, contracted to hedge the interest risk on the An interest rate swap was Including a margin at year-end 2009, the interest for the interest rate swap fixes EURIBOR at 3.99 percent. percent (2008: 6.49 percent). subordinated loan therefore amounts to 6.49 conditions further described under Other information in these notes. With regard to this loan, the Group is bound by 142 2009 applying theeffectiveinterestrateof8.83percenttoliabilitycomponent. The financingexpenseonconvertiblepreferencesharesiscalculatedusingtheeffectiveinterestmethodby Other informationinthesenotesfor furtherinformationonthesetstandardsandrealisationoftheseconditions. and quantitativeconditionsasregards interestandcapitalrepayments,amongstothers,arenotmet.Please refertothe million). Theassetsarepledgedas a securityforlenders.Theseloanswillbepayableondemandiftheagreed qualitative The carryingamountoftherelatedassetsisapproximately€665million atyear-end2009(2008:approximately€700 do notdependonmarketfluctuationsduringthetermoftheseloans. Interest ontheseloansispredominantlyvariable,basedEURIBOR/LIBOR plusamargin.Interestmarginsoftheseloans average termofnon-recourseprojectfinancingisapproximately2.5 years. These loansarecontractedtofinancelandforpropertydevelopment andongoingpropertydevelopmentprojects.The 19.4 comparable downwardeffectregardingtheassociatedPPPconcessions.PleaserefertoNote9. Government grantsreceivedfortwoIrishPPPprojectswerereclassifiedin2008.Inthiscontext,thereisalsoa to theOtherinformationinthisnoteforfurtheronsetstandardsandrealisationoftheseconditions. qualitative andquantitativeconditionsregardinginterestcoverage,solvency,amongstothers,arenotmet.Pleaserefer in total(2008:€600million)andrepresentasecurityforlenders.Theseloanswillbepayableondemandiftheagreed The relatedintangiblefixedassets(PPPconcessions)andfinancialreceivables)amountto€728million percent). Interestmarginsoftheseloansdonotdependonmarketfluctuationsduringthetermloans. the correspondingPPPconcessionsandreceivables.Theaverageinterestrateonloansis4.8percent(2008: Interest ratesonPPPloansarevariable,butbyusinginterestrateswapstheyhavebeenfixedatequalto average termtomaturityofthePPPloansis25years(2008:22years). part, approximately€465millionhasatermtomaturityofmorethanfiveyears(2008:€430million).The These relatetoPPPprojectsintheUnitedKingdom,Ireland,Netherlands,BelgiumandGermany.Ofnon-current 19.3 The movementofthisitemisasfollows: The non-convertiblefinancingpreferencesharesarerecognisedasafinancialliabilityinthebalancesheet. The majorityofnon-convertiblefinancingpreferenceshareswererepurchasedin2005. remaining sharesviathestockexchange. non-convertible financingpreferenceshareswerestillinissue(2008:83,320).TheGroupintendstorepurchasethese In 2009,8,562non-convertiblefinancingpreferenceshareswererepurchased(2008:none).Atyear-end74,758 shares preference financing Non-convertible applying an effective interest rate of 9.13 percent. 9.13 of rate interest effective an applying method, interest effective the using calculated is shares preference financing non-convertible on expense financing The Liability at31December Repurchase ofshares Liability at1January Non-recourse projectfinance Non-recourse PPPloans
2009 314 350 (36)
2008 350 350 - 2009 143 AM Loan Terra Amstel Loan Bank financing Other project finance Third party shareholders in AM A consortium of investors led by ING Corporate Investment Participations bv obtained an interest in shares worth €49 A consortium of investors led by ING Corporate Investment Participations bv obtained an interest Holding bv (HTAH) for million (49 percent) in Terra Amstel Holding bv, through the Houdstermaatschappij Terra Amstel annum, these shares are the acquisition of AM in 2006. As HTAH has rights to a fixed compensation of 8.9 percent per recorded as liabilities. 49 percent interest in Terra In March 2009, the Group exercised its contractually agreed right to purchase the remaining Amstel Holding bv. The carrying value of the interest was €49 million. 19.9 19.8 2009 with the proceeds of This credit facility, which was contracted in 2006 for the acquisition of AM, was repaid in June at an interest rate of the new bank financing. At year-end 2008, €220 million of this credit facility was drawn down at 3.6 percent. The interest EURIBOR plus 75 basis points. An interest rate swap for an amount of €50 million fixed EURIBOR rate swap ended on its repayment date. 19.7 June 2009 from proceeds of The Terra Amstel loan, which was contracted in 2006 for the acquisition of AM, was repaid in the new bank loan. six-months EURIBOR plus At year-end 2008, the carrying amount of the loan was €137.5 million and the interest rate was percent. In June 2009, the 95 basis points. An interest rate swap for the original sum of €175 million fixed EURIBOR at 4.5 28. interest rate swap was sold with a negative result of €3.4 million. Please refer to Note 20 and 19.6 of banks in June 2009. The proceeds of the loan were used to A loan of €360 million was contracted with a consortium loans, which were contracted for the acquisition of AM. The principal prematurely repay the old Terra Amstel and AM amount of this loan has to be repaid in April 2012. recourse leverage ratio and is equal to EURIBOR plus a margin, which The interest of the new loan is based on the Group’s of 280 basis points. The margin was 230 basis points at 31 December can vary between a minimum of 205 and a maximum 2009. was contracted to hedge the interest risk on the loan. The interest rate Commencing in June 2009, an interest rate swap a margin at year-end 2009, the interest for this loan consequently amounts swap fixes EURIBOR at 2.24 percent. Including to 4.54 percent. of €200 million and to the bank loan. The Group provides securities for this The same ratios apply to the subordinated loan loan by way of guarantees from the major subsidiaries. notes for further information on the set standards and realisation of these Please refer to the Other information in these conditions. 19.5 and ongoing property development also contracted to finance land for property development Other project loans are 2.5 years. of other project financing is approximately projects. The average term loans / LIBOR plus a margin. Interest margins of these is predominantly variable, based on EURIBOR Interest on these loans fluctuations during the term of these loans. do not depend on market g (limited) securities. The carryin constitute a security for lenders; there are also additional Not only the assets in question million). €315 approximately (2008: 2009 year-end at million €390 approximately to amounts assets related the of amount quantitative conditions as regards interest and on demand if the agreed qualitative and These loans will be repayable capital repayments, amongst others. are not met. for further information on the set standards and realisation of these Please refer to the Other information in this note conditions. 144 2009 million), nothingofwhichwasdrawndownatyear-end2009(2008:€91 million). In additiontothecommittedlong-termfacilities,Groupretains€175 millioninbilateralcreditfacilities(2008:€190 to theOtherinformationinthesenotesforfurtheron setstandardsandrealisationoftheseconditions. €360 million.TheGroupprovidessecuritiesforthefacilitybywayofguarantees fromthemajorsubsidiaries.Pleaserefer The sameratiosapplytothecommittedfinancingfacility,subordinated loanof€200millionandthebank At 31December2009,themarginwas50basispoints(2008:points). between 30tot85basispoints. has amaturityoffiveyears.Variableinterestratesapplytothedrawn-downproportionfacility,withmargin The facilitycanbeusedforboththeusualoperatingcapitalfinancingandanyotheractivitiesthatmayarise. draw fromthefacility(2008:€50million). facility waspartiallyusedatthetimetorepayuncommittedbilateralcreditlines.Atyear-end2009,Groupdidnot The Groupreinforceditsfinancingstructurein2007bymeansofanewlycommittedcreditfacility€550million. 19.12 The otherloansrelatetofinancingofbuildingsandequipment.assetsarenotpledgedasasecurityforlenders. 19.11 Not laterthan1year Later than5years Later than1yearandnotlater5years follows: as is liabilities lease financial the of maturity The equipment. and buildings for arrangements financing of consist mainly These 19.10 The present value of the financial lease liabilities is as follows: as is liabilities lease financial the of value present The Present valueoffinancialleaseliabilities Future financechargesonfinancialleases Later than5years Later than1yearandnotlater5years Not laterthan1year Credits facilities Other loans Financial leaseagreements
18,679 22,586 (8,299) 47,581 55,880 10,804 22,490 47,581 19,599 27,982 9,303 2009 2009
25,615 20,983 50,784 18,235 32,549 11,541 21,008 50,784 59,993 13,395 (9,209) 2008 2008 2009 145 ------76% 62% 1.08 5.4% 5.2% 5.3% 2008 10.55 19.8% Pound sterling 2008
- 71% 86% Euro 0.75 6.24 6.5% 9.1% 8.9% 4.1% 4.3% 4.3% 5.6% 3.4% 5.4% 4.1% 2009 20.4%
------15% 60% 50% 2.50 4.00 5.0% 2.2% 5.0% Norm Pound sterling 2009
< < < < < - - Euro 5.5% 4.3% 6.5% 9.1% 8.9% 4.6% 3.1% 3.1% 4.5%
Other information The Group contracted interest rate swaps to mitigate the exposure of borrowings to interest rate fluctuations and contractual changes in interest rates. Subordinated loan Preference shares Third party shareholders AM Non-recourse PPP loans Non-recourse project financing Other project financing Bank financing Loan Terra Amstel Loan AM Financial lease liabilities Other loans Leverage Interest coverage Solvability EBITDA guarantor cover Assets guarantor cover “shareholders’ equity” (the subordinated loan, the preference shares). A part of the Group’s loans have the nature of relate to the margins of the long-term loans market. The requested margins of these loans do not directly associated receivables from government bodies. Therefore, the interest The non-recourse PPP loans directly relate to the applying to companies. rates are influenced marginally by market adjustments as a consequence of which interest margins are in line with the markets. The terms of project loans are relatively short, not significantly differ from their fair values. Therefore, the carrying amounts of the loans do Therefore, the carrying amounts of the loans do not significantly differ Other loans are subject to variable interest rates. from their fair values. The effective interest rates are as follows: 19.13 by qualitative and quantitative conditions, finance arrangements, the Group is bound With regard to the various industry. which are in line with what is customary in the including financial ratios, and other project financing) relate financing (non-recourse PPP loans, non-recourse Conditions for project-related to financing arrangements relates to the loan projects. The major ratio in property project specifically to the respective and the value of the project. The Group complied the ratio between the financing arrangement value, which expresses with all ratios in 2009. subordinated loan, the bank loan and the balance sheet financing arrangements (the Conditions for the Group’s Group as a whole, excluding non-recourse elements. The major ratios for committed financing facility) are based on the leverage ratio, interest coverage, solvency and guarantor covers. The these financing arrangements are (all recourse): Group complied with all ratios in 2009. ratios described above, can be explained as follows: The detailed rules and realisation of the recourse 146 2009 20. Pound sterling Euro At 31December2008 Hedged withinterestrateswaps Total borrowings At 31December2009 Hedged withinterestrateswaps Total borrowings follows: as is position Group’s the 2009, December 31 At value oftheinterestswapisaccounted forintheincomestatement.PleaserefertoNote28. In 2009,theTerraAmstelloanand theAMloanwererepaidearly,breakingassociatedhedgerelationship, andthe compensation areaccountedforin theincomestatement. shareholders’ equity.Thefairvalue ofoutstandingderivativefinancialinstrumentswhichdonotprovide aneffective movements incashflowsfromthe hedgedpositions.Therefore,themovementsin2009areaccounted forin At yearend2009,generallyallrecognisedderivativefinancialinstruments provideaneffectivecompensationfor percent). Thevariableinterestratesofthecorrespondingloansarebased onEURIBORorLIBORplusamargin. At year-end2009,thefixedinterestratesoftheseswapsvaryfrom3.9 percentto6.5(2008:3.66.3 negative (2008:€136.3millionnegative).Allinterestrateswapshave termstomaturitylongerthanoneyear. €1,256 million(€2008:978million).Thefairvalueoftheoutstanding interestrateswapsamountsto€95.2million non-recourse PPPloans,andsomeprojectloanswithavariableinterest rate.Thetotalloanswhicharehedgedamountto At 31December2009,interestrateswapsareoutstandingtohedgethe interestrateriskonthesubordinatedloan, 20.1 Of which current: which Of contracts exchange Forward Interest rateswaps The carryingamountsoftheGroup’sborrowingsaredenominatedinfollowingcurrencies: approximately €29million(2008:€31million). In 2008,aconcessiongrantorcontractedaninterestrateswapforPPPprojecttohedgetherelatedloanof Interest rateswaps Derivative financial instruments
Assets 2,107 2,108 2,108 -
Liabilities 95,162 2009 97,046 2,609 1,884
Not laterthan Fair value 392,097 339,455 (95,162) 301,970 361,110 (94,938) (59,140) (52,642) 1 year (502) 224
1,157,765 1,308,980 (487,577) (734,053) 423,712 1-5 year 821,403 Assets 3,047 3,717 3,717 -
2,106,825 1,681,860 Later than Liabilities (431,520) (469,220) 136,278 424,965 138,498 459,860 556,963 2008 87,743 28,340 2,220 5 year 2,179 2009
(1,255,915) 2,106,825 2,129,950 1,678,670 1,151,713 2,129,950 (136,278) Fair value (134,781) (978,237) 451,280 850,910 1,497 2008 Total 868 2009 147 2008 61,295 20,382 113,615 133,997
2009 26,812 76,669 106,650 133,462
Employee benefit obligations Employee Forward exchange contracts Forward exchange The Group makes contributions to a number of defined benefit pension schemes both at home and abroad, which The Group makes contributions to a number of retirement. provide pension benefits for employees upon in long-term pension assets within some of the schemes. The fair value The application of the “corridor method” results benefit obligation in any of these funds. However, the requirements of the plan assets does not exceed the defined be presented separately in the balance sheet. stipulate that these types of pension assets must Retirement benefit asset for defined benefit schemes schemes Retirement benefit obligation for defined benefit Other non-current employee benefits 21. 20.2 a fair to €182 million (2008: €154.9 million) with the total of forward exchange contracts amounts At 31 December 2009, to maturity of these contracts are up to a maximum (2008: €1.5 million positive). The terms value of €0.2 million positive At year-end 2008, they amounted to €146.5 and between 1 and 2 years (€1 million), respectively. of 1 year (€181 million) respectively. million and €8.4 million, 148 2009 2009 Discount rateasat31December2009 Rate ofbenefitincrease Rate ofcompensationincrease Expected returnonplanassets Discount rateasat1January2009 Basic assumptions Net periodicbenefitcost Direct recognisedactuarialgain/loss Unrecognised assets Changes andplanamendments Amortisation ofactuarialgain/loss Expected returnonplanassets Interest cost Service cost Components ofnetperiodicbenefitcost At 31December2009 Unrecognised assets Unrecognised netactuarialgain/loss Funded status Balance sheetobligation At 31December2009 Actuarial gain/loss Benefits paid Plan participantscontributions Employer contributions Expected returnonplanassets Exchange ratedifference At 1January2009 Change infairvalueofplanassets At 31December2009 Actuarial gain/loss Benefits paid Changes andplanamendments Plan participantscontributions Interest cost Service cost Exchange ratedifference At 1January2009 Change inbenefitobligation: Charged totheincomestatement At 31December2009 Balance sheetassets Balance sheetobligation Net balancesheetobligation The actuarial assumptions and amounts recognised in the balance sheet and income statement are as follows: as are statement income and sheet balance the in recognised amounts and assumptions actuarial The
Netherlands 4.9% -5.9% 2% -2.5% (866,404) (844,598) 844,948 739,353 (12,665) (11,075) (46,781) (12,544) (21,456) (34,332) (46,781) (12,665) (48,847) 18,555 0% -2% 11,022 42,555 27,629 77,989 42,555 34,332 42,476 (4,090) (5,087) (6,371) (4,296) (5,087) (6,371) 5.1% 5.7% (828) 828 791 854 - - -
4.0% -6.3% 3.3%-4.6% Kingdom (549,703) (410,245) 485,661 374,579 (14,955) (27,207) (64,042) (14,326) (77,208) (27,207) (33,743) (14,955) (15,234) 34,841 31,288 22,834 22,834 12,931 76,973 30,766 14,326 12,931 28,165 United (9,947) (5,679) (9,947) 5,679 5.7% 3.3% 6.1% (635) ------
-
Belgium (1,183) (1,963) (2,128) (1,183) (1,183) 1,508 1,567 5.1% 2.0% 2.0% 4.6% 5.7% (118) (119) (111) (728) (455) (306) (119) (111) (118) 145 134 306 (18) (45) 37 75 45 75 ------
-
Germany (41,386) (41,297) (59,887) (57,618) (41,386) (41,386) 21,100 18,590 (2,618) (3,174) (3,848) (2,428) (3,174) (2,618) 1,293 3,848 5.1% 2.0% 2.0% 5.0% 5.7% (515) (946) (515) 991 991 (89) 80 ------
-
(12,015) (69,835) (68,726) 18,043 57,820 47,925 Ireland (4,428) (1,521) (3,731) (2,104) (6,559) (3,731) (2,104) (4,428) 6,484 2,928 6,028 6,136 2,928 6,559 6,028 6,028 5.5% 1.5% 2.5% 6.2% 5.7% (927) (906) 906 ------
(1,547,792) (1,383,315) 1,408,527 1,184,524 (139,265) (106,650) 121,828 118,350 (34,784) (11,075) (81,012) (17,764) (29,981) (12,544) (59,371) (84,725) (81,012) (17,764) (33,743) (34,784) (29,981) 76,669 11,022 69,383 57,417 69,383 30,766 59,371 (6,129) (7,458) 7,458 Total 791 854
2009 149 683 (757) (788) Total 2,628 8,482 2,545 (8,482) (1,469) (1,469) 51,749 84,721 79,747 67,961 61,295 79,747 (28,180) (67,416) (14,923) (51,758) (52,320) (28,180) (67,416) (14,923) (30,484) (52,320) (30,484) 147,939 148,829 (135,821) (172,689) (198,790) (113,615) 1,184,525 1,387,920 (1,383,315) (1,551,484)
------(606) 5.5% 6.1% 3.0% 1.5% 5.7% 4,320 4,320 4,820 4,820 3,279 5,932 1,048 4,320 (3,752) (3,593) (4,373) (3,752) (3,593) (4,373) (1,048) (3,279) Ireland 67,891 47,925 18,149 25,121 (81,140) (68,726) (28,487) (20,801)
-
------80 993 993 (514) (514) 5.5% 5.0% 2.0% 2.0% 5.7% 1,029 6,488 3,938 (3,938) (1,010) (3,543) (3,132) (2,573) (2,573) (3,132) 21,100 18,567 (57,618) (36,518) (40,061) (40,061) (40,061) (58,939) Germany
-
------9 51 72 40 79 79 (72) (86) 768 284 (117) (112) (124) (777) (561) (649) (112) (124) (117) 5.5% 4.6% 2.0% 2.0% 5.7% 1,995 1,567 (1,210) (1,210) (2,648) (2,128) (1,210) Belgium
- -
- - - - - 5.6% 2.8% 6.1% 6,356 3,113 (3,108) (3,108) (6,356) (3,113) United 32,557 31,386 19,316 11,125 31,386 36,768 66,755 (11,125) (67,849) (35,665) (15,330) (15,367) (14,923) (14,234) (22,424) (14,234) (15,330) (15,367) (14,923) 511,752 148,829 374,580 (410,245) (135,821) (581,865) Kingdom 4.2% - 4.3% 5.4% - 6.85%
- - - - (302) 5.5% 5.7% 1,006 2,545 2,628 2,347 (2,430) (1,469) (8,631) (1,469) (9,808) (9,808) (8,631) (1,006) (1,263) 42,469 18,489 42,469 0% - 2% 94,453 37,659 32,639 (32,639) (75,257) (12,261) (44,420) (49,920) (12,261) (44,420) 739,353 787,715 (844,598) (105,245) (826,892) 2% - 2.5% 4.9% - 5.9% Netherlands
Basic assumptions Discount rate as at 1 January 2008 Expected return on plan assets Rate of compensation increase Rate of benefit increase Discount rate as at 31 December 2008 Components of net periodic benefit cost Service cost Interest cost Expected return on plan assets Past service cost Amortisation of actuarial gain/loss Changes and plan amendments Unrecognised assets Net periodic benefit cost Balance sheet obligation Funded status Unrecognised net actuarial gain/loss Unrecognised assets At 31 December 2008 Change in fair value of plan assets At 1 January 2008 Exchange rate difference Expected return on plan assets Employer contributions Plan participants contributions Changes and plan amendments Benefits paid Actuarial gain/loss At 31 December 2008 Change in benefit obligation: At 1 January 2008 Exchange rate difference Service cost Interest cost Plan participants contributions Changes and plan amendments Benefits paid Actuarial gain/loss Past service cost Settlements At 31 December 2008 Charged to the income statement Charged to the income Net balance sheet obligation Balance sheet obligation Balance sheet assets At 31 December 2008 2008 150 2009 At 31December2008 Equities Fixed-rate bonds Index-related bonds Cash andother At 31December2009 Equities Fixed-rate bonds Index-related bonds Cash andother follows: as is assets plan the of composition The on investmentsinequityinstrumentsandpropertyreflecttheactuallong-termreturnratesvariousmarkets. Expected returnsfromfixed-rateinvestmentsarebasedongrossatthedateofbalancesheet. The expectedreturnonplanassetsisdeterminedbytakingintoaccountcurrentunderlyingassetinvestmentpolicy. average tolow.FundinvestmentsdonotincludeanysharesoftheGroup. line withtherequirementsassetoutinparticularpensionschemes,andtheseprofilescanbeclassifiedrangingfrom The variousfundsinvestinequities,index-relatedandfixed-rateinvestments.riskprofilesoftheportfoliosare The totalofemployercontributionsin2010isnotexpectedtodeviatesignificantlyfromthose2009. Net balance sheet obligation sheet balance Net Direct recognisedactuarialgain/loss differences exchange Currency assets Unrecognised gain/loss actuarial net of Amortisation assets plan gain/loss actuarial net Unrecognised obligation benefit gain/loss actuarial net Unrecognised year previous gain/loss actuarial net Unrecognised gain/loss: actuarial net Unrecognised assets plan of value Fair obligation Benefit status: Funded benefit schemesoverthepastfewyears. The followingtableprovidesanoverviewofthecompositionnetbalancesheetobligationatyear-endfordefined exchange rateofthepoundsterling.However,therewasalsoacorrespondingincreaseindefinedbenefitobligation. recovery intheUnitedKingdomwasalsopositivelyinfluencedbycurrencytranslationresultfollowingrise 2009, therewasasubstantialrecovery,withanaveragereturnofmorethan15percent(2008:negative7percent).The The fairvalueofplanassetsdecreasedsignificantlyin2008,duetonegativedevelopmentsthefinancialmarkets.In
Netherlands 844,948 281,073 739,353 158,815 508,179 522,203 36,226 36,133 41,672 - -
(1,547,792) 1,408,527 (118,350) (139,265) Kingdom 109,284 485,661 146,470 374,580 219,431 108,765 266,590 112,189 (29,981) (11,075) 91,792 11,022 84,725 26,299 20,085 15,090 United (6,129) 2,621 2009 -
(1,383,315) 1,184,525 (198,790) 146,470 172,689 Belgium (52,320) (11,643) (84,721) 70,826 (1,469) 1,567 1,508 1,508 1,567 2008 788 ------
(1,551,484) 1,387,920 Germany (163,564) 113,465 (92,738) (62,164) 21,100 10,725 18,590 11,584 70,826 28,061 (5,649) (2,887) 5,762 3,160 3,754 4,705 2007 ------
(1,605,244) 1,357,260 (134,519) (247,984) 113,465 153,462 (16,442) (25,712) 10,582 57,820 47,925 27,505 10,552 38,293 Ireland (2,727) 9,868 8,945 4,884 2006 ------
(1,477,184) 1,161,737 1,408,527 1,184,525 (161,985) (315,447) 148,714 409,505 544,346 156,482 590,661 643,337 153,462 177,379 106,379 (34,077) (95,881) 25,815 74,192 2005 Total (338) - - - 2009 151 Ireland The multi-employerIn Ireland, the Group has a defined benefit scheme which is executed by a company pension fund. scheme with effect frompension scheme was fully converted from a defined benefit scheme into a defined contribution 1 January 2006. Germany by the employer and partlyIn Germany, the Group operates several defined benefit schemes. These schemes are financed intends to close theexecuted by a company pension fund. The Group closed several schemes to new participants and contribution scheme, intoremaining schemes as well. Since 2006, the Group has been making contributions to a defined which employees have the opportunity to contribute on an individual basis. Belgium executed by an externalIn Belgium, the Group makes contributions to a relatively small defined benefit scheme which is contribution scheme. insurance company. The Group has also made arrangements for employees to participate in a defined In the United Kingdom, the Group makes contributions to defined benefit plans as well as defined contribution plans, whichIn the United Kingdom, the Group makes contributions pension funds and external insurance companies. Two defined benefitare executed by multi-employer funds, company fund are closed to new participants. In their place, the Group opened apension schemes executed by a company pension which is executed by an outside insurance company. Several defined defined contribution scheme for new employees, schemes due to the fact that external parties administering thembenefit schemes are accounted for as defined contribution However, these schemes have a limited number of members. The Group isare not able to provide the required information. these plans. The Group may not reclaim any excess payment and is notobliged to pay the predetermined premium for the adjustment of future premiums. obliged to make up any deficit, except by way of of these funds’ historicalSupplementary payments into the company pension funds are made annually as a consequence with the members’financing deficits. The level of these supplementary payments was established in 2006, in consultation million).councils. The supplementary payment in 2009 amounts to approximately €12 million (2008: €15 The negative developments inThese company pension funds were subjected to further tri-annual integral valuations in 2009. a new recovery plan with thethe financial markets in 2008 again resulted in underfunding. The Group is currently negotiating in the coming years. members’ councils and the external supervisor. Supplementary payments are expected to be made United Kingdom Netherlands pension funds of former legal entities. These year services are partly accrued within the company Pension benefits for prior on transferring and dismantling these company participants. Further progress was made in 2009 plans are all closed to new fund The liquidation of the Wilma company pension company pension fund was liquidated in 2009. pension funds. The HBG in 2010. is expected to be completed Works Council and the Social and Economica consultation with representatives of the Central The Group has initiated policy, for the Group’s past and future pension of BAM Pensioners, in the context of accounting Committee of the Association resulted in a decision to apply restricted indexation and investment results. These consultations including the rate of pension commitments have been made. with effect from 1 January 2010, insofar as no unconditional compensation increases by multi-employer funds for the accrual of future pension benefits. InThe basic pension for every employee is covered for Construction and for Metal & Technology. Both of the funds operate anparticular, these are the industry pension funds not equipped to provide the required information on the Group’sindex-linked average pay plan. As these funds are investments, the defined benefit plans are accounted for as definedproportionate share of pension liabilities and fund the predetermined premium for these plans. The Group may not reclaim anycontribution plans. The Group is obliged to pay deficit, except by way of the adjustment of future premiums.excess payment and is not obliged to make up any were below the statutory minimum in the Netherlands of 105 percent. InAt year-end 2008, the coverage rates of these funds plan with the members’ councils and the external supervisor. The2009, both funds successfully negotiated a recovery of the statutory minimum within a period of five years by pursuing a policycoverage rates will have to be recovered in excess returns on the investment portfolio. At year-end 2009, the coverage ratesof restraint with regard to indexation and by future due to the significant recovery of the financial markets. of both funds were already in excess of 100 percent 152 2009 The non-currentpartoftheprovisionshasbeendiscountedataninterest rateofapproximately3percent(2008:4percent). commitments resultingfrom(temporarily)unusedpremises.Approximatelyhalfoftheprovisionsarecurrentinnature. activities, claimsandlegalobligationsinGermany,environmentalprovisions(mainlysoilpollution)continuingrental Other provisionsconsistpredominantlyofcoveringriskswithregardtotheliquidationoldprojectdevelopment duration oftherentalguaranteeobligationislong;until2014and2017,respectively. Germany relatetoseveralpropertiesandarepredominantlynon-currentinnature.Fortwoproperties,theremaining (predominantly Germany),takingintoaccountexpectedrevenuefromsubleases.Therentalguaranteeobligationsin The rentalguaranteeprovisionconsistsofcommitmentsarisingfromguaranteesissuedtothirdparties reorganisations intheNetherlandsand,toalimitedextent,abroad.Theseprovisionsarepredominantlycurrentnature. recognised assoonthedecisiontomakeorganisationalchangeshasbeenmadeandannounced.Theprovisionrelates The reorganisationprovisionrelatestocostinvolvedinreorganisationsalreadyinitiated.Reorganisationprovisionsare approximately half). periodically, basedonanestimateofrisks.Approximatelyonethirdtheprovisionhasacurrentnature(2008: completed projects.Costsincurredunderwarrantiesarechargedtothisprovision.Theleveloftheprovisionistested The provisionforwarrantiesrelatestoestimatedliabilitiesandpendingproceedingswithregarddisputesabout Provisions areclassifiedinthebalancesheetasfollows: At 31December2009 Exchange ratedifferences Used duringtheyear - releaseofunusedprovisions - additionalprovisions Charged totheincomestatement: At 1January2009 22. Current Non-current Provisions
Warranties (10,642) (17,965) 78,006 71,346 35,226 41 Reorganisation- (13,516) 15,061 23,909 22,804 (440) cost -
guaranties (11,011) 38,590 27,289 Rental (290) - -
provisions 151,765 94,107 33,106 57,658 22,561 (8,480) (4,816) 2,697 2009 Other 54
151,765 158,103 158,103 (50,972) (16,188) 78,329 79,774 60,727 2008 Total 95 2009 153 24 779 718 798 622 Total (798) (623) (348) 2008 2008 2,138 2,105 3,039 4,492 6,079 1,228 (3,011) 31,959 32,824 63,268 83,982 50,711 53,750 74,561 79,053 25,303 51,316 25,303 (12,490) (34,392) 137,607
- - - - - 24 436 778 195 (623) (627) (241) (123) Other 2009 2009 4,149 9,911 7,337 9,441 7,012 32,649 48,441 57,882 25,303 11,725 17,226 75,356 (50,123) (88,242) 108,005 (50,123)
------447 gains 4,216 37,040 24,997 32,824 (12,490) Fair value - -
------76 779 2,700 5,441 1,962 84,864 79,347 Compensation
-
- - - - - 523 (798) 2,270 (4,711) (2,384) (3,149) 10,876 10,520 18,769 Provisions
Deferred taxes Deferred The gross movement in the net amount of assets and liabilities is as follows: The gross movement in the net amount of assets Deferred tax assets At 1 January 2008 (Charged) credited to the income statement (Charged) credited to equity Acquisition of subsidiaries Change of income tax rate Reclassification including scope changes Exchange rate differences At 31 December 2008 (Charged) credited to the income statement (Charged) credited to equity Acquisition of subsidiaries Reclassification including scope changes Exchange rate differences At 31 December 2009 The movement in deferred taxes, before offsetting the balances within the same tax jurisdiction, is as follows: The movement in deferred taxes, before offsetting At 1 January Charged/(credited) to income statement Charged/(credited) to equity Acquisition of subsidiaries Change of income tax rate Reclassification including scope changes Exchange rate differences At 31 December 23. Deferred tax assets: more than 1 year - To be recovered after 1 year - To be recovered within Deferred tax liabilities: more than 1 year - To be recovered after 1 year - To be recovered within Net amount of assets and liabilities 154 2009 Ingenieurbau), whichcanbeoffsetagainstfutureprofitsinGermany. expected toremainavailableforthetwoactiveoperatingcompaniesinGermany(BAMDeutschlandandWayss&Freytag Germany (atyear-end2008:€1.1billion)ceasestoexist.Taxcompensablelossesaminimumof€400millionare With theliquidationofoldpropertydevelopmentactivitiesinGermany,aparttaxcompensablelossesavailable 2010 uptoandincluding2019. to taxlosscompensation,theGroupwillbeableoffsetliquidationagainsttaxableprofitinperiodfrom will largelytakeplaceagainstother-yearresults.Basedonafinalisationin2010,andthecurrenttimelimitswithregard loss canbeoffsetagainstothertaxableprofitrealisedbytheRoyalBAMGrouptaxentityinNetherlands.Offsetting The liquidationofoldpropertydevelopmentactivitiesinGermanyisexpectedtobecompleted2010.resultingtax unless theGroupisnotinapositiontodeterminetimingandlikelihoodofendtemporarydifference. Deferred taxassetsareincorporatedfortemporarydifferencesarisingoninvestmentsinsubsidiariesandassociates, which thetemporarydifferencesandtaxlosscarry-forwardscanbeutilised. Deferred taxassetsarerecognisedonlytotheextentthatitisprobablefuturetaxableprofitswillbeavailableagainst At 31December2009 Exchange ratedifferences changes Reclassification includingscope Acquisition ofsubsidiaries (Charged) creditedtoequity statement (Charged) creditedtotheincome At 31December2008 Exchange ratedifferences Reclassification includingscopechanges Acquisition ofsubsidiaries (Charged) creditedtoequity statement (Charged) creditedtotheincome At 1January2008 Deferred taxliabilities
Construc- contracts 54,564 50,248 53,989 (5,313) 119 491 tion 997 (35) - - - - -
depreciation rated tax Accele- 3,569 4,059 3,302 (472) (256) (234) 147 58 - - - - -
(1,568) 2,399 value gains (765) 460 526 831 Fair ------
22,828 33,408 29,607 (1,492) Other 2,394 1,065 7,960 441 312 (99) (1) - -
83,275 87,484 88,571 (4,260) (1,783) (1,568) 2,541 8,217 1,496 Total (765) 431 (99) (1) 2009 155 ------2008 2008 2008 37,551 90,191 12,857 30,484 67,619 941,135 109,041 896,721 100.000 100.000 180,732 1,130,073 3,217,569 1,590,562 1,311,727
2009 2009 2009 1,584 1,849 5,024 80,614 34,784 15,874 70,000 94,331 40,000 12,606 44,233 181,334 134,331 158,481 115,664 857,087 1,602,095 1,074,463 3,361,352 1,305,363 1,098,818
Impairments Personnel expenses Personnel Trade payables and other payables other and payables Trade Other intangible assets Associates Non current receivables Inventories Other receivables Goodwill 9 11 12 13 14 9 26. 26. At year-end 2009, the Group had 27,212 employees expressed in full-time equivalent (2008: 29,050). The average number of employees expressed in full-time equivalent amounted to 28,464 (2008: 28,544). Please refer to Note 21 for further information on pension cost. 25. Wages and salaries Social security cost Pension cost (defined contribution schemes) Pension cost (defined benefit schemes) The fair value of trade payables and other payables is almost equal to their nominal value, due to the current nature of The fair value of trade payables and other payables be paid in the ordinary course of business (less than one year), except for an these liabilities. Normally, these payables will million). The fair value of this non-current part amounts to €16 million amount of approximately €17 million (2008: €30 rate of approximately 2 percent (2008: 3 percent). (2008: €29 million) and is calculated with an interest contracts for third parties and sold property development and consist Amounts due to customers relate to construction result recognised) and invoiced instalments. Please refer to Note of the negative balance of cost incurred (including 3.9 and 7. paid as part of the ordinary conduct of business. Other current liabilities include costs yet to be 24. Trade payables Amounts due to customers Amounts due to associates and other taxation Social security contributions Pension premiums Cost on completed projects Other current liabilities 156 2009 Net financecost - Resultoncashflowhedges - CapitalisedinterestonGroup’sPPPprojects - CapitalisedinterestonGroup’sownprojects - Otherborrowings - Financialleases - Banks - Costbankfinancing - Bankfinancing - Othernon-recourseloans - Non-recoursePPPloans - ThirdpartyAMshareholders - Preferenceshares - Costofsubordinatedloan - Subordinatedloan Finance expense: - Dividendincome - Interestincome Finance income: 28. €130,000) forfiscaladviceand€311,000(2008:€168,000)othernon-auditrelatedservices. financial statements.Theywerealsopaid€74,000(2008:€103,000)forotheraudit-relatedservices,€176,000 million (2008:€3.0million)consistofPricewaterhouseCoopersAccountantsN.V.,responsibleforauditingtheGroup’s The totalauditfeefortheoffinancialstatements2009amountsto€4.6million(2008:€4.2million),€3.3 27. €100 million). The marketfailingtorecovershortlyalsoplayedapartintheimpairmentofgoodwillforAM€40million(2008: own positionsand€24.3milliontointangiblefixedassets,associatesreceivables. proceeds fromthesepositions,duetothemarketfailingrecovershortly.Ofimpairments,€70millionrelates are predominantlynon-currentinnature.Theimpairmentsaconsequenceofadjustedexpectationsfuture Impairments in2009weremadeforthepropertysector.TheimpairmentsinvolvepositionsofAM,which for thecapitalisationofinterest. Please refertoNote19forfurtherinformation onrepaymentsandforanoverviewoftheweightedaverage interestrates Note 19. Selling theineffectiveinterestrateswaponoldsubordinatedloan generatedapositiveresultin2008.Pleasereferto to theincomestatement. swap broke,whichconsequentlybecameineffective.Accordingly,the impairmentoftheinterestrateswapwascharged where repaidin2009.DuetotherepaymentofTerraAmstelloan therelationshipwithassociatedinterestrate In thecontextofabroadrefinancingGroup,AMloan(€220 million)andtheTerraAmstelloan(€138million), Finance income and expense Auditors’ fee
(42,015) (41,962) 17,888 55,342 25,686 21,151 15,000 13,327 13,327 (9,104) 1,021 2,612 3,180 2,700 7,253 9,629 2009 158 130 -
(30,919) (51,836) 27,162 26,795 58,081 37,790 22,287 30,317 15,044 (6,039) (4,966) 2,260 8,073 4,361 2008 660 130 367 - - 2009 157 - 798 1.21 1.21 (659) 2008 2008 2008 6,079 6,641 1,304 34.3% (2,970) (6,016) 80,607 86,686 64,390 10,981 25,500 86,686 (13,283) 133,834 161,873 161,873 252,504
- (12) 299 0.23 0.23 (816) 2009 2009 2009 3,819 1,383 2,419 (1,338) 10,434 31,268 31,268 168.6% (88,242) (89,058) (13,472) (89,058) (52,827) (80,000) (12,590) 135,195
Earnings per share per Earnings Income taxIncome expense Weighted average number of ordinary shares in issue (x 1,000) Net result attributable to shareholders Basic earnings per share (€) Net result from discontinued operations attributable to shareholders Basic earnings per share from discontinued operations (€) the weighted average Shares that have been issued as a consequence of conversion do not count fully in determining number of outstanding ordinary shares, but on a time-weighted basis. The weighted average tax rate applicable was 25.5 percent (2008: 23.1 percent). The difference is attributable to a The weighted average tax rate applicable was 25.5 percent (2008: 23.1 percent). The difference different spread of results over the countries. development activities in A deviating effective tax charge is caused by the tax effect of the liquidation of old property effective tax charge in 2009 Germany combined with a negative result before taxes. Excluding this liquidation effect, the is 17.1 percent. Current tax Deferred tax amount that would arise using the weighted profit before taxes differs from the theoretical Income tax on the Group’s to profits of the consolidated companies.average tax rate applicable The difference is specified as follows: 30. 29. Result before tax Tax calculated at Netherlands tax rate Tax effects of: - Tax rates in other countries tax losses - Income not subject to tax and unrecognised - Change in tax rate on deferred tax differences - Tax filings and previously unrecognised temporary - Previously unrecognised tax carry forward - Recognition liquidation losses Germany - Associates’ result net of tax - Dividend to be paid / received tax purposes - Other including expenses not deductable for Impairment of goodwill Tax charge Tax charge percentage 158 2009 No convertiblefinancingpreferenceshareshavebeenconvertedintoordinarysincethebalancesheetdate. Allowing fordilution,theearningspershareareasfollows: eventual dividendpayments. apply totheseshareholders.Thismaygiverisedifferencesbetween theproposeddividenddistributionsand holders ofordinarysharestodividendinrespect2009.The dividendoncumulativepreferenceshareswillnot Conversion ofconvertiblecumulativefinancingpreferencesharesin2010 beforethe“ex-dividend”datewillentitlenew balance sheetatyear-end2009. holders offinancingpreferencesharesamountsto€0.16millionandhasbeenprovidedforasacurrentliabilityonthe paid adividendof€0.03million(€0.38346pershare)in2010(forthe2009financialyear).Thetotalpayableto share) in2010(forthe2009financialyear).Itisproposedthatholdersofnon-convertiblefinancingpreferencesharesbe It isproposedthatholdersofconvertiblefinancingpreferencesharesbepaidadividend€0.13million(€0.37086per equity. sum ofapproximately€13.5million.Asyet,thedividendproposalhasnotbeendeductedfromretainedearningsunder The companyproposestopayacashdividendof€0.10perordinaryshareoverthe2009financialyear,whichinvolves million (€0.38346pershare)and€0.03share),respectively. The cashdividendspaidtoshareholdersofnon-convertiblefinancingpreferencesharesin2009and2008were€0.03 (€0.37086 pershare)and€0.13million(€0,37086share),respectively. The cashdividendspaidtoshareholdersofconvertiblefinancingpreferencesharesin2009and2008were€0.13million €121.7 million(€0.90pershare),respectively. The cashdividendspaidtoshareholdersofordinarysharesin2009and2008were€67.6million(€0.50pershare) 31. Fully dilutedearningsfromcontinuingoperationspershare(€) Net resultfromcontinuingoperationsattributabletoshareholders(diluted) Fully dilutedearningspershare(€) Net resultattributabletoshareholders(diluted) Dividend onconvertiblecumulativefinancingpreferenceshares(aftertax) Net resultattributabletoshareholders Weighted averagenumberofordinaryshares(diluted)(x1,000) Impact ofconversionconvertiblecumulativefinancingpreferenceshares Weighted averagenumberofordinarysharesinissue(x1,000) Dividends
135,195 135,543 31,397 31,268 31,397 2009 0.23 0.23 129 348
162,509 162,509 161,873 135,543 133,834 1,709 2008 1.20 1.20 636 2009 159 Contingencies 32. to and disputes with clients. It is impossible amounts under pending proceedings The Group is claiming considerable benefits. These rights are therefore not extent and timing of possible inflow of economic reasonably determine the recognised. in clients. These liabilities are not recognised business, guarantees are issued to (prospective) In the ordinary course of these contingent liabilities. expected that any material risks will arise from the balance sheet. It is not or by third parties (banks, surety companies). by the Group itself (corporate guarantees) Guarantees are issued either by third parties are on demand or on default. The guarantees issued the amount of €676 million (2008: €702 million). Guarantees issued to The Group has issued corporate guarantees to (2008: €1,423 million). In addition, surety bonds in the amount of the Group by third parties amount to €1,420 million been issued. €204 million (2008: €205 million) in total have for which the Group bears joint and several liability (such as general Total liabilities towards third parties of companies 2009 (2008: €3,137 million). The Group’s share in these liabilities, partnerships) amounts to €3,831 million at year-end is included in the consolidated balance sheet. amounting to €1,945 million (2008: €1,690 million), nv in December 2003 concerning the sale of dredging activities, In relation to the transaction with Van Oord Group BHD balance sheet positions. guarantees have been issued with regard to specific shares in Van Oord held by the Group to the other shareholders of The company will be obliged to offer the ordinary to a third party as defined in article 1.1.d of the SER decree on Van Oord if there is a transfer of control over the company has a direct or indirect majority of the control in a business regarded as a merger rules, in terms of which that third party the company would no longer be able to exercise rights of control in significant competitor of Van Oord. In such a case, relating to the ordinary shares in Van Oord. Van Oord and would not be entitled to dividends that any third party, not being an institutional investor, holds directly A similar rule applies as soon as it comes apparent shares or depositary receipts for the shares in the company’s equity, or indirectly more than 15 percent of the ordinary of, and/or otherwise has an economic interest in and/or control of, more and is at the same time direct or indirect holder receipts for the shares in the equity of a company whose business is than 15 percent of the issued shares or depositary regarded as a significant competitor of Van Oord. 10 of the Decision on Takeover Directive as included in the report of the For further information, please refer to Article Executive Board. 160 2009 The total minimum lease payments are as follows: as are payments lease minimum total The million). €76 (2008: million €102 to amounts leases operational of cost the year, financial 2009 the In lease. the of term the during statement income the against charge linear a forms received, bonuses lease including expenditure, lease The rights. renewal and clauses escalation durations, varying have leases The agreements. lease operational non-cancellable under parties third from equipment and buildings cars, company various leases Group The projects. of realisation actual the and permissions planning of acquirement the plans, zoning of amendment the to things, other among relate, obligations these of nature conditional The million). €359 (2008: million €343 of amount the to activities development property for land acquire to obligations contractual conditional has Group The installations. and machines equipment, to primarily relate commitments These million). €8 (2008: million €4 of amount an for assets tangible of expenditure capital for commitments has Group the 2009, year-end At 33. Later than5years Later than1yearandnotlater5years Not laterthan1year The totalminimumleasepaymentstobereceivedareasfollows: In the2009financialyear,revenuefromoperationalleasesamountsto€5million(2008:€6million). million (2008:€17million).Theleaseincome,includingbonuses,isrecognisedasrevenueintheincomestatement. have varyingdurations,escalationclausesandrenewalrights.Thebookamountoftherelatedassetsamountsto€15 The Groupleasesequipmentandbuildingstothirdpartiesundernon-cancellableoperationalleaseagreements. Later than5years Later than1yearandnotlater5years Not laterthan1year
Commitments
193,419 325,920 40,880 91,621 25,784 15,548 3,748 6,488 2009 2009
271,683 162,454 27,283 81,946 39,336 14,961 19,726 4,649 2008 2008 2009 161 - Fair 704 258 780 304 value 704 8,697 5,474 2,682 (5,474) (2,147) 2008 19,228 32,125 12,680 14,458 11,235 (18,636) (24,823) (8,697) 19,228 11,235
-
48 31 270 779 400 (431) (189) (576) 2008 1,250 - 1,582 ments adjust- 784 888 Fair value 2009
5,179
(5,075) 1 34 834 7,115 5,443
2,282 (1,716) 32,077 11,430 (18,447) (24,823) amount Carrying
- - (2) 24 98 Fair 888 value 2,094 2,327 1,565 5,075 5,179 7,419 (7,419) (8,833) 15,221 12,598
------160 2009 2,327 2,487 ments adjust- Fair value
- - (2) 98 24 1,565 2,094 2,588 (7,419) (8,833) 15,061 amount Carrying
Business combinations Business Property, plant and equipment Intangible assets Financial assets Deferred tax assets Inventories Trade and other receivables Cash and cash equivalents Borrowings Deferred tax liabilities Trade and other payables Net assets acquired Goodwill acquired through business combinations Purchase consideration settled in cash or cash equivalents Direct costs relating to the acquisitions Cash and cash equivalents in subsidiaries acquired Cash outflow on acquisitions Cash paid for acquirees’ total equity Direct costs relating to the acquisitions Contingent earn-out fees Fair value of net assets acquired Goodwill The acquisitions made in 2009 do not have a material impact on the Group’s revenue and result. The acquisitions made in 2009 do not have a material impact on the Group’s revenue and result. The acquired assets and liabilities are as follows: 34. to €5.1 million, with an acquirees’ carrying net assets and liabilities from acquisitions amounts In 2009, the fair value of the valuation of intangible fixed assets. The The fair value adjustment relates primarily to amount of €2.6 million. bank debts of €7.4 million. carrying value includes of (paid cost price €5.2 million and repayment acquisitions amounts to €12.6 million in 2009 The total cash outflow on million). the debts taken over €7.4 to €8.7 million, with an acquirees’ carrying net assets and liabilities from acquisitions amounts In 2008, the fair value of of ongoing projects. The carrying value The fair value adjustment relates to the valuation amount of €7.1 million. cash and cash equivalents. includes €5.5 million of million (after deduction of cash and cash equivalents included in the The total cash outflow in 2008 amounts to €14.5 acquisition). under acquisitions are as follows: Details of net assets, liabilities and goodwill acquired 162 2009 was identified.PleaserefertoNote9. The purchasepriceamountsto€0.9million,includingdirectcosts.Atthetimeofacquisition,€0.1milliongoodwill approximately 60employees,spreadacrossofficesinBudapestandSzeged. on 4February2009.ThismeansthatTebodinnowfullyownsthecompanyinHungary.Thehas The Groupacquiredtheremainingone-thirdinterestinTebodinEC,Hungary,fromKON-IN,viaitssubsidiarybv, Consultancy andengineering depending onfutureoperatingresultsfromtheactivitiesthatwereacquired.Nogoodwillwasidentified. The acquisitionpriceamountsto€1.2million,includingdirectcosts.Thereisalsoacontingentadditionalpayment 30 January2009.Withapproximately25employees,Digacomrealisesannualrevenueof€6million. The GroupacquiredallsharesintheICTspecialistDigacombvNieuw-Vennep,viaitssubsidiaryBAMTechniekbv,on Mechanical andelectricalengineering The acquisitionpriceamountsto€3.2million,includingdirectcosts.Nogoodwillwasidentified. approximately €40millionwithagoodresult.Thecompanyhas180employees. glass fibretechnologyandcoaxialcables,includingroadwatercrossings.Ravesteyn’srevenueamountsto connections forwhatwasthenPTTTelecom.Sincethen,Ravesteynhasexpandeditsservicesbyactivitiesintheareaof 2009. Ravesteynwasestablishedin1977forweldingcoppercablesandinstallingmaintainingtelephone The GroupacquiredallsharesintheRavesteyncompaniesLopik,viaitssubsidiaryBAMInfratechniekbv,on8April Civil engineering is fullyconsolidated.Therefore,thetransferoftheseshareshasnoconsequencesforGroup. recognised asliabilities,thepaymentisarepaymentoftheseliabilities.As2006TerraAmstelHoldingbv excluding thedividendpayableforperiodfrom1February2008untilacquisitiondate.Asthesesharesare Holding bvon20March2009.Thepurchasepriceagreeduponwithaconsortiumofinvestorsin2006is€49million, The GroupexerciseditsrightagreeduponwithHTAHtopurchasetheremaining49percentinterestinTerraAmstel Property 2009 2009 163 Non-current assets held for sale and discontinued operations discontinued and sale for Non-current assets held 35. the Infra sector. The non-current assets held for sale at year-end 2009 and 2008 relate to BAM International in in 2008. These The Group sold the activities of Fort Unitbouw bv in Raamsdonksveer and Betonfabriek in Weert presented separately as transactions had no material impact on the Group’s revenue and results and are therefore not discontinued activities in the consolidated income statement 2008. concerning the sale of the Discussions between the Group and the joint shareholders in the dredging company Van Oord it impossible to reach a 21.5 percent interest in Van Oord were suspended. Developments in the financial markets made to resume discussions successful conclusion. The Group still intends to sell its minority interest in Van Oord and expects with the joint shareholders in 2010. On 19 November 2008, the Group acquired the remaining 50 percent interest in Tebodin Asia Pacific from joint venture On 19 November 2008, the Group acquired the fully owns the Tebodin partner Century Three, via the Group’s subsidiary Tebodin bv. This means that Tebodin now of approximately €4 company in Shanghai, China. With approximately 100 employees, the company realised revenue million. At the time of acquisition, €0.5 million of goodwill was identified. Consultancy and engineering Civil engineering engineering company FED Holding sa in Saint-Nicolas on 7 The Group acquired the shares in the Belgian electrical of Brussels and Charleroi and runs operations connected with October 2008. The company operates in the surroundings contracting and alarm installations. With approximately 220 employees, electrical engineering, electrical and mechanical €35 million in 2008. the company realised a revenue of approximately €14 million, including direct costs. At the time of acquisition, €5 million The acquisition price amounts to approximately the improved market presence and benefits of synergy that are of goodwill was identified. This is associated with have a material impact on the Group’s revenue or net result. expected to be achieved. The acquisition did not The Group acquired the Belgian property company City Projects nv in Brussels, via its subsidiary AM, on 30 January 2008. The Group acquired the Belgian property company quality residential projects, sometimes combined with commercial City Projects focuses on the development of high property, in Brussels and Ghent, among others. direct costs. There is also a contingent additional payment The acquisition price amounts to €5 million, including activities that were acquired. At the time of acquisition, €5.7 million of depending on future operating results from the was made at year-end 2008. Please refer to Note 9. The acquisition had goodwill was identified, for which an impairment operational performance. no material impact on the Group’s revenue or Property 2008 Construction bv, Hilversum, via its subsidiary BAM Utiliteitsbouw shares in Triplan raadgevend ingenieurs bv in The Group acquired all €2 million and it has approximately 20 annual revenue amounts to approximately on 1 December 2008. Triplan’s employees. No goodwill was identified. 164 2009 P. B.Brooks N.J. deVries R.P. vanWingerden J.A.P. vanOosten M.J. Rogers J. Ruis
For the 2008 financial year, the variable remunerations were set at 40.5 percent of the annual salary. For the2008financialyear,variable remunerationsweresetat40.5percentoftheannualsalary. non-financial targets.Theothermembers weregranteda20percentvariableremunerationforthenon-financial targets. In viewofthecircumstancesinproperty, thepropertyportfoliomanagerwasnotgrantedavariableremuneration forthe property. crisis, improvingresults,settlingoldpositionsinGermany,andmanaging thecapitalchargeandriskswithregardto Board thisyearrelated–inlinewiththeirportfoliotodevelopingthe 2010-2012strategy,respondingadequatelytothe The individualandnon-financialtargets(maximumvariableremuneration 20percent)forthemembersofExecutive remuneration forachievingthefinancialtargets(maximumvariable 40percent). When thevariableremunerationsfor2009weredetermined,entire ExecutiveBoardwasnotgrantedavariable pensionable age. basis. Somesegmentsofthepensionobligationsareconditionalandonly paidoutifemploymentcontinuesuntilthe of actualandindividualpensionobligations.Interestinvestmentresults fromdepositsarenotallocatedonanindividual Pension chargesrelatetothegrosspensionrecognisedinincome statement.Theyaredeterminedonthebasis
3 2 1 The followingsalaries,bonusesandpensionpremiumswerechargedtotheincomestatement: Executive Board amounts toaliabilityof€1.8million(2008:€3.1million).TheGroupdoesnotrecogniseloansassociateszero). The 2009year-endbalanceofreceivablesandliabilitiesarisingfromaforementionedtransactionswithassociates €29.9 million)andrelatedtothepurchaseofgoodsservicesfor€18.7million(2008:€23.3million). The Groupcarriedouttransactionswithassociatesrelatedtothesaleofgoodsandservicesfor€33.8million(2008: detailed disclosureoftheGroup’ssharerevenuesandbalancesheetsjointventures. assignment and/orfinancingoflandaswellcarryingoutprojectsforthirdparties.PleaserefertoNote37amore A majorityoftheGroup’sactivitiesiscarriedoutinjointventures.Importanttransactionsthiscontextinclude Joint venturesandassociates and thethirdpartieswhichexecuteGroup’spensionplans. The Groupidentifiesthefollowingrelatedparties:jointventures,associates,ExecutiveBoardandSupervisory 36. Gross salary for 2009 based on £ 325,000.–. Grosssalaryfor2009basedon£ Witheffectfrom7May2008. 21 April 2009;grosssalary2008basedon£400.000,–;pensionpremiumallowancesalary. Gross salary for 2009 based on £175,000.–;pensionpremiumbasedonallowancesalary;retiredwitheffectfrom Related party transactionsRelated party 1 3
2
salary Gross 535 610 460 420 195 252
Bonus 107 92 84 39 50 -
2009 premium Pension 140 92 81 31 48 48
3,284 Total 734 750 633 535 282 350
salary Gross 514 587 444 235 499 -
Bonus 208 238 180 202 95 2008 -
premium Pension 105 125 93 81 28 - 3,634 Total 815 930 705 358 826 - 2009 165 - 55 50 45 45 45 89 40 280 378 944 746 2008 2008 1,401 1,779 1,690
- 50 45 30 45 55 45 55 430 270 819 2009 2009 1,569 1,999 1,944 1,125
1 2 Joint ventures Joint Retired with effect from 30 December 2008. With effect from 21 April 2009. W.K. Wiechers, voorzitter W.K. Wiechers, voorzitter A. Baar, vice voorzitter R.J.N. Abrahamsen J.A. Dekker H. van Rompuy (€ x million) Assets: - Non-current assets - Current assets Liabilities: - Non-current liabilities - Current liabilities Net assets: H. Scheffers W. van Vonno The Group has no contingent liabilities or investment obligations under joint ventures. 37. A major part of the Group’s activities is carried out in joint ventures. This applies to all activities and all countries in which the Group operates. The Group participates in approximately 770 joint ventures (2008: 750). These collaborative arrangements remain in place until a project is finished, and they are accordingly finite; in actual practice, the duration of many joint ventures is limited to a period of between approximately 1 and 4 years. None of the joint venture interests are regarded as being of material significance in the context of the requirement set out in the Notes to the financial statements. The Group’s share in the revenue of these joint ventures amounts to approximately €1.1 billion in 2009 (2008: approximately €1.1 billion), which represents approximately 13 percent of the Group’s revenue (2008: 13 percent). In 2009, the share of the net result realised in joint ventures does not deviate significantly from the Group’s total net result. In 2008, the joint ventures realised an above average share of the Group’s net result. The Group’s share in the balance sheets of joint ventures is as follows: Other related parties with other related parties. The Group has not entered into any material transaction 1 2 Supervisory Board to the income statement and amounts to members of the Supervisory Board is charged The remuneration of the million). €0.270 million (2008: €0.280 No option rights for shares have been granted to the members of either the Executive Board or the Supervisory Board. No option rights for shares have been granted Board do not hold any shares in the company. The members of the Executive Board and the Supervisory officers. No loans or advances have been granted to these 166 2009
contracts: PPP following the in involved is Group The control. decisive no but influence significant has Group the if associate an as for accounted is entity An control. (joint) has Group the if consolidated (proportionately) is entity An parties. third with or alone either entities, legal separate in performed are activities these of Most arrangements. concession service various operates Group The 38. East AyrshireHospital Accommodations: Wharfedale Hospital Derby Police Cheshire Police Peacehaven Schools Bromsgrove Schools Solihull Schools West DunbartonshireSchools Ghent University Justice courtGhent Justice courtAntwerp Potsdam Stadium Dresden Arena Ludwigsburg Sonderschule Frechen Alfons-Kern-Schule, Pforzheim JVA München Burgdorf Prison Infrastructure: Dundalk By-pass Waterford By-pass Portlaoise A59 N31 Infraspeed HSL A8 Liefkenshoektunnel Broadland EnvironmentalServices Service concessionService arrangements Interest (in %) 33,3 33,3 33,3 10,5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 75 25 99 33 33 70 25 50 90
Type Health Health Justice Justice Education Education Education Education Education Justice Justice Other Other Other Education Education Justice Justice Roads Roads Roads Roads Roads Railroads Roads Railroads Other
Country UK UK UK UK UK UK UK UK Belgium Belgium Belgium Germany Germany Germany Germany Germany Germany Switzerland
Ireland Ireland Ireland Netherlands Netherlands Netherlands Germany Belgium UK Opera- tional Yes Yes Yes Yes Yes Yes No No No Yes Yes No No No Yes No No No
Yes Yes No Yes Yes Yes No No Yes As from 2000 2004 2000 2003 2001 2008 2010 2010 2011 2006 2005 2012 2009 2010 2005 2010 2009 2012
2005 2009 2010 2005 2007 2006 2010 2013 1999
Concession- period 25 30 30 30 25 30 25 30 33 27 27 30 30 20 25 30 20 25
28 30 30 15 15 25 30 38 20
2009 167 Government grants Government 39. (2008: approximately €16 Government grants received during the financial year amount to approximately €10 million wages. and development, and research education, concessions, PPP to predominantly relate grants Government million). PPP concession in question. Government grants received are offset against costs incurred or against the valuation of the These concessions relate to motorways in Ireland, the Netherlands and Germany, a railway tunnel in Belgium and a These concessions relate to motorways in Ireland, the Netherlands and Germany, a railway tunnel railway line in the Netherlands and Ireland, and a coastal defence scheme in the United Kingdom. infrastructure. This Concession fees in the Netherlands, Belgium and the UK are based on the availability of the related of usage, temporary availability is tested against contractually established criteria. These criteria cover the intensity fee can be (temporarily) closures and maintenance. If availability does not meet the contractual criteria, the concession The volatility of the revenue adjusted. Revenue and results are recognised on the basis of fees received from government. and results is limited. The revenue and In Ireland and Germany, concession fees are directly based on the volume of traffic (toll collection). results of this entity therefore depend on road traffic and, hence, they are volatile to some extent. The concessions started between 1999 and 2009, for periods varying from 15 to 28 years. Infrastructure Accommodation hospitals, sports complexes, a penitentiary institution and a These concessions relate to schools, police stations, entirely on the availability of the accommodation. The actual use of laboratory building. Concession payments depend The concessions sometimes include support services for the the accommodation has no impact on the payments. management. Revenue and results are recognised on the basis of the accommodation, such as maintenance and facility relates to support services, it is accounted for in proportion to the services (fixed) fees received from government. If a fee rendered. on the availability of the accommodation and the support services. The During the concession periods, fees are based indexation clauses. (Some of) the services are periodically benchmarked majority of concession arrangements contain The relevant parts of the fees can be adjusted on this basis. However, against the market, generally once every 5 years. limited. the volatility of the total revenue and result is into a joint venture with the Dutch Infrastructure Fund (DIF) in The Group transferred four operational PPP contracts venture was 75 percent and DIF’s interest was 25 percent. The Group 2007. At the time, the Group’s interest in the joint in 2008 and the remaining 50 percent in 2009. This means that the sold a second block of shares, 25 percent, to DIF at year-end 2009. Group’s no longer had an interest in this joint venture Operational concessions generated revenue of €66.1 million in 2009 (2008: €66.7 million) with a profit before taxes of (2008: €66.7 million) with a profit before taxes generated revenue of €66.1 million in 2009 Operational concessions million). Please refer to Note 6. €11.2 million (2008: €19.4 2009 (year-end 2008: €69 million). Please in PPP projects are €61 million at year-end The Group’s total net investments refer to Note 7. €110 to capital to be paid in PPP projects (2008: €128 million of liabilities with regard The Group also has approximately million). currently in the realisation phase amounts to from construction activities on PPP projects Revenue yet to be realised (2008: €560 million). approximately €520 million of operational concessions is as follows. A more detailed disclosure 168 2009 banking groupshortly. and RBShavecommittedthemselvestoadjusttheseconditions.Thecompanyexpectsreachagreementwithitsentire conditions ofexistingcommittedbankingfacilitiesandtoextendthebyoneyear,2013/2014.ING,Rabobank In ordertoenhanceitsfinancialflexibility,theGroupisinconsultationwithbankingconsortiumadjustseveral claim emissionbymid-2010. After approvalbytheGeneralMeetingofShareholderson21April2010,Groepwillstrivetocompleteintended expressed tobeprepared,underopenmarketconditions,guaranteetherevenuegeneratedbyclaimemission. 31 December2009willincreasebyalmost3percent,toapproximately20percent.INGandRaboSecuritieshave ordinary sharesbywayofissuingtradablerights.Followingasuccessfulrightsissue,theproformasolvencyat The Groupintendstoreinforceitsfinancialpositionbyapproximately€250millionofferingcurrentshareholders 41. recognised directlyintheincomestatement. research anddevelopmentcosts,intheamountofapproximately€1million(2008:million),are Research anddevelopmentcosts,whichpredominantlyrelatetoprojects,areincludedinthecostofprojects.Other 40. Events balance after sheet date Research and development 2009 169 - 5 47 2008 2008 1,138 8,001 8,001 67,772 91,455 24,122 30,621 30,626 13,520 161,873 161,873 847,401 201,423 201,423 445,092 160,735 393,742 455,795 (245,348) 1,072,278 1,163,733 2,220,558 1,720,718 2,189,932 2,220,558
47 2009 2009 8,249 8,249 70,123 31,268 66,366 27,312 84,321 13,520 76,061 31,268 23,160 30,460 (38,855) 455,114 111,633 455,812 479,730 875,042 561,407 561,407 (181,396) 2,016,244 2,560,884 2,672,517 1,227,819 2,672,517 1,197,359
Statutory income statement Statutory income (x €1,000) Statutory balance sheet as at 31 December 31 at as sheet balance Statutory appropriation, x €1,000) (before profit Result of participating interests after tax Other income and expense after tax Net result for the year Tangible assets Intangible assets Financial assets Deferred taxes Non-current assets Receivables Cash and cash equivalents Current assets Total assets Issued and paid up capital Share premium reserve Reserve pursuant to Articles of Association Exchange rate differences / Hedging reserve Other legal reserves Other reserves Net result for the year Shareholders’ equity Employee benefit obligations Provisions Borrowings Non-current liabilities Borrowings Other current liabilities Current liabilities Total equity and liabilities 11 8 9 10 2 3 4 5 6 7 170 2009 1. will beprovidedfor. has providedsecuritiestotheassociate,committedliabilitiesorpaid onbehalfoftheassociate.Inthatcase,excess separately presentedgoodwillandotherunsecuredreceivables),further losseswillnotberecognised,unlesstheGroup If theshareinlosses,attributabletoRoyalBAMGroupnv,exceeds carryingamountoftheinvestment(including losses of recognition Associates: which thatsignificantinfluenceceasestoexist. Associates arerecognisedfromthedateonwhichRoyalBAMGroupnv obtainssignificantinfluence,untilthedateon amount oftheinvestment(includingotherunsecuredreceivables),unlessithasanobligationtodoso. recognised intheRoyalBAMGroup’sreserves.Groupnvdoesnotrecogniseanylossesexceedingcarrying statement. TheRoyalBAMGroup’sshareintheparticipatinginterest’schangesreservesafteracquisitiondateis participating interest.TheRoyalBAMGroup’sshareintheinterest’sresultsisrecognisedincome recognises itspartoftheassociates’changesinreservesandattributableresultscarryingamount associates includegoodwill(netofanyaccumulatedimpairmentlosses)identifiedonacquisition.RoyalBAMGroupnv Investments inassociatesareinitiallyrecognisedatcostandsubsequentlybasedontheequitymethod. are exercisableatthebalancesheetdate. by thepossessionofmorethanonefifthvotingsharesandtakingintoaccountpotentialrightswhich Associates areallentitiesoverwhichRoyalBAMGroupnvhassignificantinfluencebutnocontrol,generallyaccompanied influence significant with Associates consolidated financialstatements. valuation ofassets,provisionsandliabilitiesdeterminationresultsbasedontheaccountingpolicies and operationalpolicies.Subsidiariesareaccountedforbasedontheequitymethod.Thevalueismeasuredby Subsidiaries includeallentitiesoverwhichRoyalBAMGroupnvhasdirectlyorindirectlythepowertocontrolfinancial Subsidiaries 1.2 (IFRS) asendorsedbytheEuropeanUnion. The Group’sconsolidatedfinancialstatementsarepreparedinaccordancewithInternationalFinancialReportingStandards interpretation ofthestatutoryfinancialstatements. Group nv.TheconsolidatedfinancialstatementsofRoyalBAMnvshouldbeconsultedforanappropriate If nootherpoliciesarementioned,theapplicablethoseofconsolidatedfinancialstatementsRoyalBAM income statementofKoninklijkeBAMGroepnv. The exemptionlaiddowninArticle402Book2oftheNetherlandsCivilCodehasbeenusedwithregardtostatutory statements. financial statementsmaybepreparedinaccordancewithaccountingpoliciesasadoptedtheconsolidated financial statements,theprovisionofArticle2:362subsection8,CivilCodeisapplied,underwhichstatutory prepared inaccordancewiththelegalrequirementsofPart9,Book2,NetherlandsCivilCode.Inpreparingthese The statutoryfinancialstatementsofRoyalBAMGroupnvareincludedintheconsolidatedand 1.1 Summary of significantSummary accounting policies Financial fixedassets General Notes tofinancial the statements statutory 2009 171 Shareholders’ equity 1.3 Reserves pursuant to Articles of Association reserve for the outstanding convertible cumulative Royal BAM Group nv has to form a Pursuant to Articles of Association, in accordance with the consolidated financial As a consequence of the policies applied financing preference shares. presented as a liability. Except for the option cumulative financing preference shares are statements, the convertible of Association is only recognised for this equity a liability the reserve pursuant to the Articles price, to be presented as component. Other legal reserves regarding cash flow hedges and reserves for for fair value adjustments from deferred result These include reserves shareholders could be made against this reserve. associates as required by law. No distribution to 172 2009 Net bookamount Accumulated depreciationandimpairments Cost At 31December2009 Net movements Depreciation charge Disposals Additions Movements inbookvalue Net bookamount Accumulated depreciationandimpairments Cost At 31December2008 Net movements Depreciation charge Disposals Additions Movements inbookvalue Net bookamount Accumulated depreciationandimpairments Cost At 1January2008 2. Tangible assets
buildings Land and 27,426 24,233 30,461 19,594 27,426 20,713 (1,119) (6,713) (7,832) (1,119) (3,520) (1,119) (2,401) (6,228) - - -
fixed assets tangible (4,761) (1,392) (1,409) (2,613) (1,758) 8,327 4,057 3,566 Other 1,612 3,409 6,022 1,110 2,502 2,299 157 (46) -
(12,593) 23,160 34,518 35,753 24,122 33,448 26,532 (2,401) (2,528) (9,326) (2,410) (2,511) (7,986) 1,612 2,502 Total (962) (46) 2009 173 Total (5,300) (5,300) 10,022 10,022 (13,032) (46,564) (46,564) 460,414 491,656 450,392 455,114 445,092 504,688
------Non- 7,732 (7,732) software integrated
(5,300) (5,300) (5,300) 10,022 10,022 (46,564) (46,564) 460,414 491,656 450,392 455,114 496,956 445,092 Goodwill
Intangible assets Intangible At 1 January 2008 Cost and impairments Accumulated amortisation Net book amount Movements in book value Currency exchange differences Net movements At 31 December 2008 Cost Accumulated amortisation and impairments Net book amount Movements in book value Currency exchange differences Net movements At 31 December 2009 Cost Accumulated amortisation and impairments Net book amount The goodwill shown above represents goodwill on directly acquired subsidiaries and associates. For the annual impairment test, this goodwill is allocated to the relevant cash flow generating units. 3. 174 2009 6. statements. activities inGermany(€80million)andsomedeferredtaxliabilities.Please refertoNote23oftheconsolidatedfinancial Included inthedeferredtaxesaretaxreceivable,dueto the liquidationofoldpropertydevelopment 5. 4. The maturity of the receivables is less than one year. one than less is receivables the of maturity The income accrued and prepayments receivable, amounts Other Taxation andsocialsecuritycontributions interests participating from due Amounts subsidiaries from due Amounts principal subsidiariesandassociates,pleaserefertoOtherinformation. No provisionsaredeemednecessaryfortheamountsreceivableonbalancesheetdate.Forabreakdownof Please refertoNote19oftheconsolidatedfinancialstatements. The increaseofthereceivablesfromsubsidiariesismainlyduetorefinancingTerraAmstel-andAMloans. At 31December2009 Movement hedgereserve Exchange ratedifferences Loans granted/repayments Capital contributions Acquisition ofsubsidiaries Adjustments ingroupstructure Dividend received Net resultfortheyear At 31December2008 Movement hedgereserve Exchange ratedifferences Loans granted/repayments Adjustments ingroupstructure Dividend received Net resultfortheyear At 1January2008 Deferred taxes Receivables Deferred taxes Financial assets
subsidiaries 1,149,331 (235,859) (216,527) Shares in 118,428 704,152 869,892 (69,442) (66,178) (87,708) 54,842 33,179 24,986 (4,858) (3,169) 7,127 - -
Receivables subsidiaries 1,140,004 172,519 515,267 452,218 687,786 from ------
participating 162,956 138,559 interests 172,088 (19,034) (16,183) 27,323 42,307 (1,694) Other 843 (33) ------
and amounts Other loans receivable 27,312 12,347 66,366 66,366 6,566 8,278 2009 2009 121 (84) 88 84 (4) ------
- - 1,720,718 1,803,245 2,016,244 (235,561) (252,042) 452,134 172,515 160,735 (38,855) (87,708) (71,136) 54,842 33,179 25,829 30,621 22,246 (3,169) (4,891) 8,345 7,127 2008 2008 Total 30 - 2009 175 - - 5 5 146 Total 2008 136,016,230 136,016,230 136,016,084
- - - Non- 2009 shares 84,321 84,321 473,275 473,275 473,275 preference convertible
- shares (3,846) 350,122 346,276 preference 5,636,534 (5,286,412) Convertible
146 3,846 shares Ordinary 5,286,412 135,192,833 135,196,679 129,906,275
Shareholders’ equity Shareholders’ Cash and cash equivalents Cash and At 1 January 2008 Conversion of preference shares Dividend paid At 31 December 2008 Conversion of preference shares At 31 December 2008 8. at year-end 2009 is two hundred million (2008: two hundred million) and The total authorised number of ordinary shares million (2008: three hundred million), all at a par value of €0.10 per the number of preference shares is three hundred have been fully paid up. share (2008: €0.10 per share). All issued shares paid-up shares was 136,016,230 (2008: 136,016,230) divided into At year-end 2009, the number of issued and fully 346,276 (2008: 350,122) convertible financing preference shares and 135,196,679 (2008: 135,192,833) ordinary shares, preference shares, all with a par value of €0.10 per share. 473,275 (2008: 473,275) non-convertible financing paid-up shares is as follows: The movement of the number of issued and fully 7. Cash at bank Cash is at free disposal. The total number of issued ordinary shares increased by 3,846 in 2009 (2008: 5,286,558) to 135,196,679 (2008: The total number of issued ordinary shares increased by 3,846 in 2009 (2008: 5,286,558) to preference shares into 135,192,883). The increase included the conversion of 3,846 (2008: 5,286,412) convertible of a limited amount of ordinary shares. In addition, the number of ordinary shares increased by 146 in 2008 as a result preference dividend being distributed in the form of ordinary shares. 176 2009 At 31December2009 Other movements Exchange ratedifferences Movement infairvaluecashflowhedges Dividend paid Preference sharesconversion precedingyear Appropriation oftheresult Net resultfortheyear At 31December2008 Other movements Exchange ratedifferences Movement infairvaluecashflowhedges Dividend paid Preference sharesconversion precedingyear Appropriation oftheresult Net resultfortheyear At 1January2008 distributions andthefinaldividendpayments. cumulative financingpreferenceshareswillnotbepaid.Thismaygive risetodifferencesbetweentheproposeddividend new holdersofordinarysharestodividendinrespect2009. Fortheseshareholders,thedividendon Conversion ofconvertiblecumulativefinancingpreferencesharesin2010beforethe‘ex-dividend’datewillentitle sum ofapproximately€13.5million.Thedividendproposalhasnotbeenincorporatedinthefinancialstatements. The companyintendstopayacashdividendof€0.10perordinaryshareoverthe2009financialyear,whichinvolves due toanegativeexchangedifferencereserve,amounts€181.4million(2008:€245.3million). The restrictionindistributablereservesamountsto€76.1million(2008:€67.8million).ofotherreserves, reserve amountsto€70.2millionnegative(2008:€98.4negative). The exchangedifferencesreserveamountsto€111.2millionnegative(2008:€146.9negative)andthehedging The specification of movement in shareholders’ equity is stated below: stated is equity shareholders’ in movement of specification The
Issued and 13,010 13,520 13,520 paid up capital 510 ------
434,121 455,812 455,795 premium 21,674 reserve Share 17 ------
persuant Reserve articles (711) 758 47 47 to ------
differences/ (245,348) (117,322) (181,396) Exchange (92,963) (35,063) hedging 35,713 28,239 reserve ------
41,649 reserves 76,061 67,772 26,123 8,289 Other legal ------
(121,666) 190,051 479,730 161,873 393,742 349,023 (26,123) (67,598) reserves (8,289) 2,457 Other 2 ------
(349,023) (161,873) 161,873 349,023 161,873 31,268 31,268 for the Result year ------
(117,322) (121,666) 875,042 993,549 847,401 161,873 (67,598) (92,963) 35,713 28,239 31,268 23,930 Total 19 - - - - 2009 177 - 350 2008 2008 2008 1,423 8,001 8,001 80,669 10,436 33,252 15,652 200,000 201,423 1,023,374 1,163,733
314 648 2009 2009 2009 1,407 8,249 8,249 10,274 34,960 19,872 200,000 360,000 561,407 1,161,751 1,227,819
Provisions Non-current liabilities Current liabilities Current
Subordinated loans Preference shares Financial lease liabilities of the refinancing of Terra Amstel and AM. The increase of the non-current liabilities consists financial statements. For more information on non-current liabilities, please refer to the Note 19 of the consolidated Employee benefit obligations Bank overdrafts Preference shares Financial lease liabilities Amounts due to subsidiaries Taxation and social security contributions Other liabilities 10. 11. 9. Result appropriation were €67.6 million (€0.50 per share) and €121.7 to holders of ordinary shares in 2009 and 2008 The cash dividends paid respectively. million (€0.90 per share), preference shares in 2009 and 2008 were €0.13 to holders of convertible cumulative financing The cash dividends paid respectively. Besides cash dividends paid on and €0.13 million (€0.37086 per share), million (€0.37086 per share) As a the dividend was distributed in ordinary shares. shares in 2008, a limited amount of convertible financing preference shares increased by 146. result, the number of ordinary preference shares in 2009 and 2008 were to holders of non-convertible cumulative financing The cash dividends paid respectively. per share) and €0.03 million (€0.38346 per share), €0.03 million (€0.38346 178 2009 W. vanVonno H. Scheffers J.A. Dekker R.J.N. Abrahamsen A. Baar W.K. Wiechers Board: Supervisory Bunnik, theNetherlands,3March2010 liable forthetaxliabilitiesofthesefiscalentities. The CompanyistheparentcompanyofDutchfiscalentitiesforcorporationtaxandVAT,jointlyseverally at year-end2009,thisinvolvesanamountof€389million(year-end2008:€373million). The Companyhasissuedcorporateguarantees,mainlytoclientscommissioningprojects,insteadofbankguarantees.As Section 403ofBook2theNetherlandsCivilCode.PleaserefertoNotesconsolidatedbalancesheet. The CompanyhasajointandseveralliabilityforthedebtsofNetherlands-basedsubsidiariesarisingfromlegislationin Third-party liability 14. statements. financial consolidated the to 36 Note to refer please members, Board Supervisory and Board Executive of remuneration the of specification a For 13. average. on employees 176) (2008: 191 had nv Group BAM Royal 2009, year the During 12. Contingencies BoardExecutive members Board and Supervisory Employees
R.P. vanWingerden J. Ruis M.J. Rogers N.J. deVries J.A.P. vanOosten Board: Executive 2009 179 Other information Series FP5-FP8: loans with a maturity of 12 The dividend percentage will be equal to the average of the EURIBOR rates for money market the financial year for which months – weighted according to the number of days for which these rates prevailed – during the distribution is made, plus two percentage points. basis points. The above percentages may be increased or reduced by an amount of no more than three hundred part of the profit The Supervisory Board shall determine, on the basis of a proposal by the Executive Board, what The part of the profit that remaining after application of the provisions referred to above should be added to reserves. Meeting of remains after application of the provisions referred to above shall be at the disposal of the General shares. Shareholders, subject to the provision that no further dividends may be distributed on the preference Series FP1-FP4: on euro government The dividend percentage will be calculated by taking the arithmetic mean of the yield to maturity possible the term of the loans issued by the Kingdom of the Netherlands with a remaining term matching as closely as points. series concerned, as published in the Official Price List of Euronext Amsterdam, plus two percentage Provisions of the Articles of Association concerning profit appropriation Provisions of the Articles of Association (Summary of Article 32 of the Articles of Association) amount will first be distributed, where possible, on the class B cumulative From the profit realised in any financial year, an percentage stated below to the amount mandatorily paid up on those preference shares, calculated by applying the the distribution is made. The percentage referred to above will be shares as at the start of the financial year for which market loans with a maturity of twelve months – weighted equal to the average of the EURIBOR rates for money rates prevailed – during the financial year for which the distribution is according to the number of days for which these to the Euro Interbank Offered Rate as determined and published by the made plus one percentage point. EURIBOR refers European Central Bank. on each financing preference share of a certain series and Subsequently, if possible, a dividend will be distributed provisions of this paragraph, equal to an amount calculated by subseries, with due consideration of the following of the financing preference share concerned at the start of that financial applying a percentage to the nominal amount on the financing preference share issued in the series and sub-series year, plus the amount of share premium paid in preference shares of that series and sub-series, less the amount paid concerned at the time of initial issue of the financing and charged to the share premium reserve formed at the time of issue out on each financing preference share concerned and sub-series prior to that financial year. of the financing preference shares of that series made on the financing preference shares concerned in the course of the If and to the extent that a distribution has been preference shares of the year and charged to the share premium reserve formed at the time of issue of the financing of the distribution will series and sub-series concerned, or partial repayment has been made on such shares, the amount to the share be reduced pro rata over the period concerned according to the amount of the distribution charged sentence. The premium reserve and/or the repayment with respect to the amount referred to in the preceding will be made for each of the calculation of the dividend percentage for the financing preference shares of a certain series concerned. series of financing preference shares referred to below in the manner set forth for the series Proposed appropriation of profit for 2009 Proposed appropriation for in shareholders’ equity. in the sum of €31.3 million, has been accounted The net result for 2009, appropriation, the Executive Board has decided of the Articles of Association concerning profit Pursuant to the provisions of a in respect of the financial year on the basis cumulative financing preference shares a dividend to award the holders of and 9.13 percent per annum for the non- annum for the convertible preference shares yield of 8.83 percent per financing preference share and €0.38346 shares. This is equivalent to €0.37086 per convertible convertible preference a sum of approximately €0.16 million. preference share. In total, this involves per non-convertible financing 2009, to the amount of €0.10 per share. This pay out a cash dividend on ordinary shares for The Company intends to million. corresponds to an amount of approximately €13.5 180 2009 The remaining members of the Foundation’s Executive Committee each receive an annual fee of €5,000.-. of fee annual an receive each Committee Executive Foundation’s the of members remaining The Foundation. the from €6,000.- of fee annual an receives Committee Executive the of Chairman The R. Pieterse R. deJong J. Kleiterp,chairman is: Committee Executive the of composition current The Amsterdam StockMarket,RulebookII. not beaffiliatedtotheCompanyasreferredinthe,meanwhileexpiredAppendixXGeneralRegulations Executive Board,forwhichthelatteritspartrequiresapprovalofSupervisoryBoard.AcategoryBdirectormay The categoryBdirectorsareappointedbytheFoundation’sExecutiveCommittee,subjecttoapprovalof of itssubsidiaries. Board. ThecategoryAdirectormaynotbeamemberoftheExecutiveBoardorSupervisoryCompanyany directors. ThecategoryAdirectorisappointedbytheCompany’sExecutiveBoard,subjecttoapprovalSupervisory The Foundation’sExecutiveCommitteeconsistsofthreemembers,namelyonecategoryAdirectorandtwoB Netherlands CivilCodetotheEnterpriseChamberasspecifiedinArticle2:345of(rightenquiry). On 6October2008,theCompanygrantedFoundationrighttosubmitapetitionunderArticle2:346subcof preference shares. the FoundationhasexclusiverighttodeterminewhetherornotexercisethisacquireclassBcumulative shares andnotheldbytheCompanyattimeofexercisingrightreferredtoabove.TheExecutiveCommittee percent) ofthenominalamountissuedsharecapitalinformsharesotherthanclassBcumulativepreference cumulative preferencesharesinissueandnotheldbytheCompanyequallingninety-ninepointninepercent(99.9 require, subjecttoamaximumofnominalamountthatwouldresultinthetotalclassB shares intheCompany’scapitalon17May1993.ThisoptionwasgranteduptosuchanamountasFoundationmight Shareholders on8June1993,theCompanygrantedFoundationanoptiontoacquireclassBcumulativepreference As announcedattheGeneralMeetingofShareholdersheldon4June1992,andconsidered shares and/orbyusingtheenquiryrightsavailabletoit. and holdingclassBcumulativepreferencesharesintheCompany’scapital,byexercisingrightsconnectedwiththose The Foundationattemptstoachieveitsobjectpartlybyacquiring,throughtheoptionreferredaboveorotherwise, companies inconflictwiththoseinterestsareavertedtothebestofFoundation’sability. that influenceswhichcouldunderminetheindependenceand/orcontinuityidentityofCompanyandthose the interestsofCompanyandthosecompaniesalltheirstakeholdersaresafeguardedaswellpossible Company andtheGroupofcompaniesassociatedwithCompany.Specifically,Foundationseekstoensurethat The objectoftheFoundationistolookafterinterestsCompanyandcompaniesthatareheldby (hereafter referredtoastheFoundation)wasfoundedin1978. include thepossibilityofissuingpreferenceshares.Inconnectionwiththis,StichtingAandelenbeheerBAMGroep Pursuant toaresolutionpassedbytheGeneralMeetingofShareholdersheldon12June1972,ArticlesAssociation impact ontheindependence,continuityand/oridentityofGroup. The Companyhastakenthefollowingmeasurestoprotectitselfagainstanyundesireddevelopmentsthatmighthavean Anti-takeover measures (B) (B) (A) 2009 181 The particulars of the Executive Committee members are: J. Kleiterp (1933), chairman since 2005. Dutch national. Former Executive Committee since 2004 and Chairman Member of the Foundation’s Board of MeesPierson. Chairman of the Executive R. de Jong (1948) national.Member Executive Board (Chief Financial Executive Committee since 2009. Dutch Member of the Foundation’s and Chairman of the Audit Committee of KEMA, is also a Member of the Supervisory Board Officer) Essent. Mr De Jong of APX-Endex (Amsterdam Power Exchange- Board and Chairman of the Audit Committee Member of the Supervisory of EAH Holding (Thialf speed skating stadium) Exchange), Chairman of the Supervisory Board European Energy Derivates of the Audit Committee of Enexis. and Member of the Supervisory Board and Chairman R. Pieterse (1942) since 2009. Dutch national. Former Chairman of the Executive Board Member of the Foundation’s Executive Committee the Supervisory Board of Koninklijke Grolsch and Non Executive Director of of Wolters Kluwer. Mr Pieterse is Chairman of and Member of the Audit Committee of Mercurius Group Wormerveer, SABMiller, Chairman of the Supervisory Board of the Audit Committee of CSM, Chairman of Vereniging Effecten Member of the Supervisory Board and Chairman Member of EuropeanIssuers (EI), Chairman of the Board of Stichting Uitgevende Ondernemingen (VEUO) and Board Preferente Aandelen USG People and Board Member of Stichting Bescherming TNT, Chairman of the Board of Stichting Administratiekantoor Preferente Aandelen Océ. for the first Dutch corporate governance code in 2003. Mr Pieterse was member of the committee responsible been issued at this time. No class B cumulative preference shares have reserve the right, in the interests of the Company and its associated The Supervisory Board and the Executive Board than the issue of class B preference shares in order to protect the Company companies, to resolve to take measures other Supervisory Board and the Executive Board, after balancing the interests against influences that might be regarded by the Group, as being potentially damaging to the independence, continuity of the Company and all of the stakeholders in the and/or identity of the Group. 182 2009 2009 183183 Opinion with respect to the consolidated financial statements give a In our opinion, the consolidated financial statements BAM true and fair view of the financial position of Royal and its Group nv as at 31 December 2009, and of its result with cash flows for the year then ended in accordance adopted by International Financial Reporting Standards as of the the European Union and with Part 9 of Book 2 Netherlands Civil Code. statements Opinion with respect to the company financial give a In our opinion, the company financial statements BAM true and fair view of the financial position of Royal for the Group nv as at 31 December 2009, and of its result 2 of the year then ended in accordance with Part 9 of Book Netherlands Civil Code. Report on other legal and regulatory requirements sub 5 part f Pursuant to the legal requirement under 2:393 extent of of the Netherlands Civil Code, we report, to the is our competence, that the Executive Board report consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code. Amsterdam, 3 March 2010 PricewaterhouseCoopers Accountants N.V. J. van Hees RA not for the purpose of expressing an opinion on the not for the purpose of expressing internal control. An audit also effectiveness of the entity’s appropriateness of accounting includes evaluating the of accounting policies used and the reasonableness Executive Board, as well as estimates made by the of the financial evaluating the overall presentation statements. evidence we have obtained is We believe that the audit to provide a basis for our audit sufficient and appropriate opinion. Auditor’s report Auditor’s nv of Royal BAM Group Meeting of Shareholders To the General Auditor’s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but The Executive Board of the company is responsible for the The Executive Board of the company is responsible preparation and fair presentation of the financial statements in accordance with International Financial Union Reporting Standards as adopted by the European Code, and with Part 9 of Book 2 of the Netherlands Civil report in and for the preparation of the Executive Board Civil accordance with Part 9 of Book 2 of the Netherlands Code. This responsibility includes: designing, relevant to implementing and maintaining internal control the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Executive Board’s responsibility Report on the financial statements financial statements We have audited the accompanying nv, Bunnik as set out on pages 2009 of Royal BAM Group statements consist of the 96 to 178. The financial and the company consolidated financial statements consolidated financial financial statements. The consolidated balance sheet as at statements comprise the consolidated profit and loss 31 December 2009, the of comprehensive income, the account, the statement equity and consolidated cash consolidated changes in ended and the notes, comprising a flows for the year then other summary of significant accounting policies and explanatory information. The company financial as at statements comprise the company balance sheet account 31 December 2009, the company profit and loss for the year then ended and the notes. 184 2009 • Wayss & Freytag Ingenieurbau AG, Frankfurt am Main (Germany) Main am Frankfurt AG, Ingenieurbau Freytag & Wayss • (Ireland) Kildare Kill, Ltd, Contractors BAM • • BAM Deutschland AG, Stuttgart (Germany) Stuttgart AG, Deutschland BAM • • BAM International bv*, Gouda (Netherlands) Gouda bv*, International BAM • (Netherlands) Gouda bv*, Infraconsult BAM • (Netherlands) Utrecht bv*, Wegen BAM • • BAM Nuttall Ltd, Camberley, Surrey (United Kingdom) (United Surrey Camberley, Ltd, Nuttall BAM • (Belgium) Liège sa, Wallonie BAM • (Belgium) Brussels nv, Meyer CEI-De • (Belgium) Sint-Truiden nv, Betonac • (Netherlands) Breda bv*, Rail BAM • • Heilijgers bv*, Amersfoort (Netherlands) Amersfoort bv*, Heilijgers • (Netherlands) Bunnik bv*, Woningbouw BAM • (Netherlands) Bunnik bv*, Utiliteitsbouw BAM • • Bouwbedrijf H. Pennings en Zn. bv*, Rosmalen (Netherlands) Rosmalen bv*, Zn. en Pennings H. Bouwbedrijf • • BAM Construct UK Ltd, Hemel Hempstead (United Kingdom) (United Hempstead Hemel Ltd, UK Construct BAM • (Belgium) Wilrijk-Antwerp nv, Interbuild • (Netherlands) Lelystad bv*, Materieel BAM • * Utrecht. in Register Trade the of Office the at deposited been has Code Civil Netherlands the of 2, Book 414, and 379 Sections in to referred as associates of list A (Ireland) Dublin Ltd, (Portlaoise) Group Roads Celtic • (Ireland) Dublin Ltd, (Waterford) Group Roads Celtic • (Ireland) Dublin Ltd, (Dundalk) Group Roads Celtic • (Netherlands) Hilversum bv, Railpro • (Netherlands) Leeuwarden bv, Wâldwei.com • • Infraspeed (Holdings) bv, Haarlem (Netherlands) Haarlem bv, (Holdings) Infraspeed • • Van Oord nv, Rotterdam (Netherlands) Rotterdam nv, Oord Van • Associates (Netherlands) Hague The bv*, Tebodin • Consultancy andengineering (Netherlands) Bunnik bv*, Techniek BAM • Mechanical andelectricalcontracting (Netherlands) Bunnik bv, PPP BAM • Public-private partnerships (Netherlands) Culemborg bv*, Infratechniek BAM • (Netherlands) Gouda bv*, Civiel BAM • Civil engineering (Netherlands) Nieuwegein bv*, AM • Property Construction • Kaïros nv, Wilrijk-Antwerp (Belgium) Wilrijk-Antwerp nv, Kaïros • (Netherlands) Utrecht bv*, Vastgoed IPMMC • to Section 403, Part 9, Book 2 of the Netherlands Civil Code. Civil Netherlands the of 2 Book 9, Part 403, Section to pursuant liability several and joint of declaration a deposited has nv Group BAM Royal subsidiaries, these of respect In Principal subsidiaries and associates
33.3 33.3 33.3 33.3 10.5 21.5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 90 10 % 2009 185 P.L.C.A. Koolen P. Bilek A.M. van der Velden T.M. Cullinane B.G. Murphy L.F. Harmon S. Currle M. Blaschko G.K. Mazloumian M.R. Bellamy R. Fielder H. Duncan K. Meade J.F.M. Al J.A. Hazeleger R.A.C. van Zijl P.G.F. Staps W.R. Remmelts H.M.E. te Duits M. de Rooij H.G. Kuipers S.H. van Royen J.F.M. Prins W. Konings J.P.G. Ramler M. Peeters L. Luyten G. Loix M. Peeters P. Depreter G. Loix Ph. Goblet V. Pissart S. Rizzo M.J. Rogers * D.K. Belsham S.C. Fox R. Treadgold G. Renshaw *** Wallonie, Civil engineering
Consultancy and engineering Worldwide Tebodin Consultants & Engineers, The Hague Ireland BAM Contractors, Kill Germany Wayss & Freytag Ingenieurbau, Frankfurt am Main Worldwide BAM International, Gouda Public-private partnerships (PPP) BAM PPP, Bunnik, Glasgow Mechanical and electrical contracting Netherlands BAM Techniek, Bunnik Netherlands BAM Civiel, Gouda BAM Infratechniek, Culemborg BAM Rail, Breda BAM Wegen, Utrecht Belgium Betonac, Sint-Truiden CEI-De Meyer, Brussels BAM Chaudfontaine United Kingdom BAM Nuttall, Camberley Group nv executive officers executive Group nv M. Hager P.M.L. Born N.J. de Vries, vice-chairman J.L.M. Graafmans A. Naujoks S. Currle A. Häberle M. Koch R. Vollebregt A. Bolks P. Esveld G. Loorbach H. de Pater M. Verwoert F.P Trip L.J. Regterschot F. De Poorter W. Tahon R.A. Gregory R. Bailey J.R. Burke G. Cash H.W.J. Bol J.J. Kempkens B.J. Wierenga M.J.S. Broos J.G. Nelis H.J.A. Oskamp F.J.H.M. van Vuuren J.A.P. van Oosten, chairman M.J. Rogers J. Ruis, CFO R.P. van Wingerden T.P.L.M. van Beek, human resources and corporate social responsibility H. Bree, property investments P.F. Jaeger, legal affairs and Company Secretary A.J. Kroezen, finance G.J. Maas, strategy BAM Royal 2010) (as at 3 March Deutschland, Stuttgart * Until 1 April 2010. Chairman** of the Board of Management with effect from 1 April 2010. As from 1 April*** 2010. Belgium Kaïros, Wilrijk-Antwerp Property Netherlands AM, Nieuwegein IPMMC Vastgoed, Utrecht Germany BAM Belgium Interbuild, Wilrijk-Antwerp United Kingdom BAM Construct UK, London Rosmalen Construction Netherlands BAM Utiliteitsbouw, Bunnik BAM Woningbouw, Bunnik Heilijgers, Amersfoort Bouwbedrijf H. Pennings en Zn., Royal BAM Group nv Royal BAM Bunnik (Netherlands) 186 2009 Current ratio Current assets total of % as base Capital - assets total of % as shareholders to attributable Equity - ratios: Capital equity average % as result Net revenue of % as result Net revenue of % as amortisation goodwill and tax before operations continuing from Result revenue of % as goodwill of amortisation tax, before Result revenue of % as fines and goodwill of amortisation tax, before Result year-end at fte of Number fte of number Average book Order Total impairments dividend before flow Cash - Otherimpairments assets Intangible - equipment and plant Property, - of: Depreciation/amortisation/impairment equipment and plant property, to additions Net base Capital loan bond convertible Subordinated AM shareholders Third-party shares Preference loans Subordinated shareholders to attributable Equity 3 2 1 (in €1) (in share ordinary per Dividend share ordinary per result diluted Fully €1) (in share ordinary per Earning shareholders to attributable tax before operations continuing from result Net tax before operations continuing from Result operations continuing from result Operating operations continuing from Revenue shares ordinary of holders to attributable result Net shareholders to attributable result Net tax before Result result Operating fines excluding result Operating Revenue Subordinated loansincluding thecurrentpart. Dividendproposal2009. Witheffectfrom2003, interestonpropertydevelopmenthas beencapitalised;previous yearfiguresarenotrestated. 4 5 3 2 3 (in €million,unlessotherwiseindicated) Ten year key figures (in €1) (in 1,076.8 8,353 27,212 28,464 11,200 (52.8) (39.5) (39.5) (52.8) (39.5) 8,353 134.3 268.3 200.0 875.0 2009 (0.2) (0.2) 31.3 31.3 1.21 15.8 12.9 92.7 51.3 93.0 83.3 0.23 0.23 31.3 0.10 IFRS 3.6 0.4 1.0 1.7 - -
1,098.2 29,050 28,544 13,100 8,835 8,835 357.3 109.5 200.0 847.4 161.9 252.5 233.4 161.9 161.9 252.5 233.4 233.4 2008 100.0 1.28 16.3 12.6 86.0 89.7 49.0 1.20 1.21 17.6 0.50 IFRS 1.8 4.0 4.0 4.0 1.8 - - 1,265.8 27,578 28,007 13,800 8,539 8,954 450.3 131.7 200.0 993.5 268.3 341.8 327.2 349.0 349.0 428.1 340.7 340.7 2007 1.28 18.1 14.2 93.6 49.0 23.3 0.90 2.60 2.80 (1.0) 41.4 IFRS 4.0 4.8 4.8 7.7 3.9 - - 30,338 28,330 13,100 8,150 8,646 230.9 119.2 939.8 150.0 692.6 124.8 209.8 237.2 137.0 137.0 228.4 255.2 262.6 2006 1.16 14.5 10.7 96.5 49.0 48.2 0.45 1.04 1.11 21.5 IFRS 1.6 2.6 2.6 2.7 3.4 1.0 -
- 27,190 26,914 10,400 7,425 7,425 153.3 153.3 229.9 235.3 235.3 259.9 101.0 790.4 155.1 581.7 153.3 229.9 235.3 2005 97.6 53.6 0.40 1.28 1.46 1.09 15.9 11.7 16.0 37.8 IFRS 8.0 3.1 3.3 2.1 1.0 3.1 - -
26,651 26,801 7,493 8,900 7,493 201.6 106.4 172.3 192.7 232.7 556.4 121.3 435.1 106.4 172.3 192.7 2004 91.1 0.99 11.7 92.5 92.9 0.31 0.87 1.06 28.2 IFRS 9.2 2.3 2.3 2.9 2.7 1.4 4.0 - - -
- 2009 187 (in €1) 3 2 3 5 4 Preference shares Third-party shareholders AM Subordinated convertible bond loan Capital base Net additions to property, plant and equipment Depreciation/amortisation/impairment of: - Property, plant and equipment - Intangible assets - Other impairments Cash flow before dividend Total impairments Order book Average number of fte Number of fte at year-end Result before tax, amortisation of goodwill and fines as % of revenue Result before tax, amortisation of goodwill as % of revenue Result from continuing operations before tax and goodwill amortisation as % of revenue Net result as % of revenue Net result as % average equity Capital ratios: - Equity attributable to shareholders as % of total assets - Capital base as % of total assets Current ratio Revenue Operating result excluding fines Operating result Result before tax Net result attributable to shareholders Net result attributable to holders of ordinary shares Revenue from continuing operations Operating result from continuing operations Result from continuing operations before tax Net result from continuing operations before tax attributable to shareholders Earning per ordinary share (in €1) Fully diluted result per ordinary share Dividend per ordinary share (in €1) Equity attributable to shareholders Subordinated loans - -
- - 2.8 2.8 1.9 2.8 3.4 34.2 12.2 21.0 1.11 39.4 39.4 39.5 29.1 29.1 39.4 39.5 29.1 0.58 0.50 0.23 34.0 38.6 17.8 19.7 52.3 2000 3,587 100.8 173.4 1,510 1,510 7,546 12,824 NL GAAP - - - - 4.6 2.2 2.2 2.2 1.4 34.0 14.6 22.6 1.15 60.3 60.3 60.6 39.4 39.4 60.3 60.6 39.4 0.78 0.66 0.31 34.0 38.5 21.2 33.6 77.7 2001 131.2 203.7 2,916 2,916 4,543 12,744 13,248 NL GAAP - - - - 2.2 2.2 2.2 1.3 8.7 29.2 10.5 12.1 0.77 75.7 75.7 70.2 46.7 45.9 75.7 70.2 46.7 0.87 0.74 0.31 30.5 33.2 54.3 43.5 98.8 2002 404.1 467.8 3,579 3,579 10,200 14,972 30,588 NL GAAP 1 -
- - 2.9 2.3 1.9 1.9 0.7 13.2 14.1 18.7 0.92 56.0 38.2 56.0 0.52 0.45 0.31 17.4 86.0 35.4 172.6 145.2 112.6 145.2 112.6 441.1 125.9 584.4 134.1 225.4 9,100 7,770 7,770 2003 29,551 26,837 NL GAAP -
- - - 1.4 4.0 Including goodwill amortisation in the years from 1999 to 2003. 9.2 2.3 2.9 2.3 2.7 The order book comprises both signed contracts and verbally agreed upon orders. IFRS 28.2 4 5 0.99 11.7 92.5 92.9 1.06 0.87 0.31 91.1 2004 201.6 556.4 435.1 121.3 106.4 192.7 172.3 232.7 192.7 172.3 106.4 8,900 7,493 7,493 26,651 26,801 188 2009 17.03.2010 This FSC-certifiedpaperismadefrom 55percentrecycledfibres. Printed onRevive50:50/9Livesof BührmannUbbens,Zutphen,theNetherlands. Wildenberg, ArjanZijlstra. Reijm, RhemaCommunications,Arthur RietFotografie,PetravanSchaik,Skypictures,GraemeTerry,Rik den Oosterhof, TrevorPalin,LisettevandePavoordt,SaraM.Peeters,Procomm, JanevanRaaphorst,SjaakRamakers,Sijbrand Lemstra, LourdasPhotography,IanMcMahon,AndyMason RikkertNijssen,BenvanOeteren,Peter de JongLuchtfotografie,GavinF.Kelly,MarcelvanKerckhoven,RafKetelslagers, LexKlimbie,PeterKulkaArchitekts,Remco Rob Dukker,GettyImages,MichaelGoedehardt,HansvanHeusden,Paul Highnam,JoopvanHoudtLuchtfotografie,Henk Brande, ChristianBruch,RichardBryant,S.Calatrava/Photo-Daylight,Choppershoot, ImreCsany,J.L.Deru/Photo-Daylight, Rob Acket,GuidoAdolphs,GerardvanBeekFotografie,DeBeeldredaktie, TonBorsboom,MichaelBoulogne,Driesvanden Illustrations: RotoSmeets GrafiServices,Utrecht,theNetherlands Printing: Boulogne Jonkers,Zoetermeer,theNetherlands Layout: Acknowledgements * AlsointerimstatementasreferredtoinSection5:25eoftheDutchFinancialSupervisionAct. of theRenaissanceAmsterdamHotel,Kattengat1,1012SZAmsterdam. The GeneralMeetingofShareholderswilltakeplaceonTuesday21April2010,startingat3p.m.inthevenueKoepelzaal 17 November2011 25 August2011 19 May2011 20 April2011 3 March2011 18 November2010 26 August2010 20 May2010 29 April2010 27 April2010 23 April2010 21 April2010 Key financial dates Publication ofthirdquarterresults* Publication ofhalf-yearresults Publication offirstquarterresults* General MeetingofShareholders Publication ofannualresultsfor2010 Publication ofthirdquarterresults* Publication ofhalf-yearresults Publication offirstquarterresults* Declaration ofdividend Record datefordividendrights Ex-dividend listing General MeetingofShareholders
Revenue Net result attributable to shareholders Year-end order book (in € million) (in € million) (in € million)
10,000 400 14,000
12,000 8,000 320 13,800 13,100 13,100 8,954 8,835 8.646 8,646 8.646 349.0 10,000 8,353 7.770 7.770 11,200 7.493 7.493 7,425 7,425 6,000 7,425 240
8,000 10,400
6,000 4,000 160
4,000 161.9 153.3
2,000 80 137.0 2,000 31.3
0 0 0 05 06 07 08 09 05 06 07 08 09 05 06 090807
Equity / capital base Net result per share Dividend per ordinary share (in € million) (fully diluted) (in € 1.-) (in € 1,–)
1,400 3.00 1.00
1,200 2.40 0.80 0.90 1,266 1,000 2.60 1,098 1,077 994 1.80 0.60 800 940
875 Result before tax/revenues 2009 2008 847 600 790 by region 693 1.20 0.40 0.50 0.45 582 1.28
Netherlands0.40 neg. 4.6% 2009
400 1.20 0.60 1.04 United0.20 Kingdom 2.6% 5.1% 200 Belgium 3.6% 4.0% 0.23 0 0.00 0.00 0.10 05 06 07 08 09 05 06 07 08 09 Ireland 05 06 07 neg.08 09*4.3% Germany 1.3% 0.2% Equity Capital base *proposal Worldwide 5.5% 9.3%
Revenue by sector year-end 2009 Order book by sector year-end 2009 Result before tax/revenues 2009 2008 by sector
3% 4% 2% Construction 2.2% 3.8% 1% 1% 3% Property neg. 3,9%
Civil engineering 2.9% 3.7% 40% 38% Public-private partnerships 17.0% 29.1% 45% 41% M & E contracting 3.5% 5.0%
Consultancy and engineering 5.6% 12.1% 13% 9%
Revenue by region year-end 2009 Result before tax/revenues 2009 2008 by region
7% Netherlands neg. 4.6% 5% United Kingdom 2.6% 5.1% 10% Belgium 3.6% 4.0%
46% Ireland neg. 4.3% 9% Germany 1.3% 0.2%
24% Worldwide 5.5% 9.3%
Result before tax/revenues 2009 2008 by sector
Construction 2.2% 3.8%
Property neg. 3,9%
Civil engineering 2.9% 3.7%
Public-private partnerships 17.0% 29.1%
M & E contracting 3.5% 5.0%
Consultancy and engineering 5.6% 12.1% Annual Report 2009 Royal BAM Group nv
Royal BAM Group nv Runnenburg 9 3981 AZ Bunnik P.O. Box 20 3980 CA Bunnik The Netherlands
Telephone +31 (0)30 659 89 88 [email protected] www.bamgroup.org
Established at Bunnik. Trade Register Utrecht Number 30058019.
This is an English translation of the original Dutch-language report. Should different interpretations arise, the Dutch version prevails.