2011 Annual Report 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 8,954 8,835 349.0 10,000 8.646 12,100 8,324 7,920 7.770 11,100 6,000 7,611 240
8,000 10,400
6,000 4,000 160 4,000 161.9 2,000 80 126.0 2,000 31.3 15.3 0 0 0 07 08 09 10 11 07 08 09 10 11 07 08 09 10 11
Equity / capital base Net result per share Dividend per ordinary share (in € million) (fully diluted) (in €) (in €)
1,400 3.00 1.00
1,200 1,362 2.40 0.80 0.90 1,302 1,266 1,000 2.60 1,162 1,098 1,100 1,077 994 1.80 0.60 800 875 847
600 1.20 0.40 0.50 Netherlands 400 1.20 2011 0.60 United0.20 Kingdom 200 0.18 0.08 0.54
Belgium 0.03 0.16 0 0.00 0.00 0.10 07 08 09 10 11 07 08 09 10 11 Germany 07 08 09 10 11* Ireland Equity Capital base *proposal Worldwide
Revenue by sector year-end 2011 Order book by sector year-end 2011 Result before tax/revenues 2011 2010 by sector
3% 6% Construction and M&E services 2.2% 3.0% 8% Property neg. neg.
Civil engineering 2.4% 2.8% 38% 39% Public Private Partnerships 2.1% 1.1% 44% 44% Consultancy and engineering 6.8% 6.5%
8% 10%
Revenue by region year-end 2011
Netherlands 3% 5% 9% United Kingdom Belgium 11% 46% Germany Ireland
Worldwide 25%
Result before tax/revenues 2011 2010 by sector
Construction and M&E services 2.2% 3.0%
Property neg. neg.
Civil engineering 2.4% 2.8%
Public Private Partnerships 2.1% 1.1%
Consultancy and engineering 6.8% 6.5% 1 2011 Contents Contents of the financial statements 2011 Consolidated balance sheet December as at 31 Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of equity Consolidated cash flow statement Notes to the consolidated financial statements Company balance sheet December as at 31 Company income statement Notes to the company financial statements Foreword Outlook Organisational structure and offices Core of BAM’s strategy, mission and ambition for 2020 Royal BAM Group shares Report by the Supervisory Board to the shareholders Remuneration report Particulars of the Supervisory Board members Particulars of the Executive Board members Financial results Declaration in accordance with the Dutch Financial Supervision Act Acquisitions and disposals Corporate governance Decision on Article of the 10 Takeover Directive Risk and risk management Corporate social responsibility Human resources management Worker participation Construction industry barometer Construction and mechanical and electrical services Civil engineering Property Public Private Partnerships Consultancy and engineering Key financial dates Financial statements 2011 Other information Report the by Executive Board Proposed appropriation of profit for 2011 Provisions of the Articles of Association concerning profit appropriation Anti-takeover measures Independent auditor’s report Overview of principle subsidiaries and associates Royal BAM Group nv executive officers Ten-year key figures 3 5 6 8 17 13 70 92 39 45 28 65 57 72 69 38 36 67 98 80 54 44 44 178 191 192 193 177 177 187 187 107 103 188 105 108 109 194 106 100 104 196 45 2.0 0.2 1.6 68.5 97.3 10.9 0.08 0.08 15.3 26.0 4.60 0.03 15.4 18.2 2010 (30.3) 127.3 250.9 7,611 12,100 26,840 26,088 1,099.9 1,301.5 231,766 232,585 - 30 2.0 1.6 57.2 94.9 11.1 0.54 0.54 3.26 0.16 11.1 16.1 18.9 2011 232.0 126.0 158.7 150.7 7,920 10,400 26,639 27,007 1,162.4 1,362.4 232,938 232,938 1 3 2 Key figuresKey €million, (in unless otherwise indicated) Depreciation/impairments • Tangible assets • Intangible assets • Other impairments Net addition to tangible fixed assets Cash flow before dividend Average number of employees (fte) Number of employees at year-end (fte) Ratios: • Result before tax as % of revenue • Fully diluted Dividend per ordinary share €1,–) (in Earnings per share €1,–) (x • Basic Net result attributable to shareholders Result before tax Operating result Revenue Equity attributable to shareholders Total numberTotal of issued shares as at year-end 1,000) (x Closing price ordinary shares December on 31 €1,–) (in Number of issued ordinary shares as at year-end 1,000) (x Capital base Payout ratio percentage) (as Order book • Net result for the year as % of revenue • Capital base as % of total assets • Net result for the year as % of averageequity Capital ratios: • Equity attributable to shareholders as % of total assets Before impairment. Dividend proposal 2011. The order book comprises both signed contracts, as well as verbally agreed upon orders.
3 1 2
Sporen in Arnhem: modernisation and expansion of Arnhem Station (platforms, roof, new track, viaducts, noise barriers). BAM Rail, BAM Civiel, BAM Infraconsult, BAM Infratechniek, BAM Utiliteitsbouw, BAM Wegen, (in joint venture).
Annual Report 2011 3 2011 emissions and waste. 2 BAM started financial the 2012 year with an order book billion). standing €12.1 billion at €10.4 (year-end 2011: In addition, the Group has approximately €2.9 billion worth of contracts in the order book for post-2016 (mainly maintenance work under PPP contracts and concession income). This healthy amount of work in the order book demonstrates the customers’ appreciation of BAM’s constructive role as a partner in the implementation of often large-scale and complex development and construction projects. This situation is an excellent starting point from which to expand on BAM Group’s good reputation and its leadingposition in the international construction and property markets in the interests of all stakeholders. Bunnik, Netherlands, 7 March 2012 N.J. de Vries Everyone in the BAM Group continues to work with undiminished enthusiasm and commitment to further improve the Group’s sustainability performance. BAM’s ambitions and the results achieved in this area are briefly discussed in this Annual Report on page 64. More details can be found in a separate sustainability report, which we highly recommend. Across the board, BAM is fully engaged in corporate social responsibility, especially with regard to the key priorities of safety, reduction of CO Foreword Royal BAM Group nv hereby presents the Annual Report for the financial with a net year 2011 result million of €126.0 and a revenue of €7.9 billion. Although the European construction and property markets were under great pressure forthe third year in a row it is not (and clear when volumes and margins may start to recover), BAM can look back BAM’s on successful a 2011. operating companies are obviously not immune to decreasing volumes, stiff competition and a sharp drop in prices, but thanks in large part to the Group’s earlier strategic decisions – including a focus on excellence in project execution, risk management and sustainable operations – BAM was able to deliver solid and stable performances given the conditions on the market. The currently limited prospects for further growth for the Group on most of BAM’s markets were the main reason why the Executive Board took the decision in 2011 to revise the Group’s strategic The agenda for 2010-2012. result is an enhanced focus on core business, optimum deployment of the Group’s strengths through increased synergy, a reinforced financial position and the development of new growth opportunities. This revised agenda represents a solid basis for the new strategic which will beagenda presented 2013-2015 towards the As partend of 2012. of the process of updating the Group’s strategy, BAM has gained access to new growth opportunities by establishing permanent branches in Switzerland and Luxembourg, organising closer cooperation between companies in the BAM Group and reinforcing BAM International’s positions in growth markets outside Europe. More information about the Group’s strategic choices can be found in this Annual Report, starting on page 8. This report is structured differently than those of previous years, as the information in this Annual Report is presented2011 according to the Group’s new organisational breakdown into four sectors: construction and mechanical and technical services, civil engineering, property and public-private partnerships This (PPP). simplified structure improves opportunities to increase focus and achieve optimum synergy. University of the Arts, part of the regeneration of King’s Cross in Central London. BAM Construct UK, BAM Nuttall. 5 3 2011 4 11 12 22 48 100 Civil Total 0.7% 2.7% 8.7% 3.9% 4.2% engineering - - - 7 1 1 9 Property 4 8 2 4 4 42 20 Civil 1.4% 0.7% 3.5% 2.8% 8.2%
engineering - - - - 3 1 4 and Construction and electrical Mechanical contracting - - - - - 7 7 table 2 based on the Group’s Group’s the on based table2 mechanical and electrical services Residential - 6 1 7 11 13 38 Non- table 1. The market shares predicted shares the for market The table1. residential Group in 2012 are shown in in shown are 2012 in Group At present, a large number of bids for PPP contracts PPP for bids of number large present,a At Thecountries.various in pending areGroup involvingthe current the given contracts new high, remains of number strategicplan, the with accordance In climate. economic further expectsGroupmake investments the to able be to contractsextentapproximately the PPP that to in consist ultimately could revenue total BAM’s of 10 percent venture joint a up set Groupcontracts. BAM PPP Royal of contracts, PPP investmentsandin for 2011 in PGGM with moreinvestments expects Grouptransfer the to able be to beyond. and 2012 in venture contractsjoint the PPP to in expected composedis be to 2012 in turnover Group’s The in shown as expected turnover and the market output forecastoutputexpected market the and turnover Euroconstruct. to according growth new launched its tracks outside has of BAM home markets by establishingpermanentin branches by markets home strengtheningLuxembourgSwitzerland and and the growth in Internationalmarkets BAM of positions market theoutsideAfrica (South-East Europeand Australia, Asia, East). Middle Expected market for share the construction in 2012 and mechanical and electrical services and civil engineering sectors 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. Table 2 Table Belgium Ireland Germany Netherlands Table 1 Turnover Table forecast per sector, for as 2012 a percentage of total gross turnover* Netherlands United Kingdom Belgium United Kingdom Ireland Germany Worldwide * Outlook billion in subsequent years. This means that almost 80 percent of the anticipated turnover is assured.for 2012 This percentage is the same as at into Taking year-end account 2010. market circumstances and expected market developments, the size and quality of the order book provide a solid basis for 2012. confidentitsprospects about is Group BAM Royal business itscore on focus sharp a on based activities,promotesynergies to acrossitsscope itsstrengthened Group, financial the andposition itsprospects markets.growth new for in profit any issuing yet not is BAM However, 2012. for guidance EuroconstructThe 2011 forecastsNovember of reduction a show construction for 2012 in output Royal BAM Group started with an order 2012 book worth billion). This billion reduction€10.4 (year-end €12.1 2010: is reflected in every sector, mainly through selective tendering policies. Of the total order book, it is expected that €5.8 billion will be carried and €4.6 out in 2012 construction the mechanicalandin output and in electricalUnitedKingdom. the in servicesmainly sector, after 2012. again once increase forecast to Output is Euroconstruct to According (November short-termoutlook the shows 2011), residential the in improvement activehighly construction is segment.BAM Netherlands. BAMthe segmentin this in experienced improvement,yet this not has financial the turmoil in The however. banks’ the limitations on the markets, level low the and loans issue willingnessto confidencecausing are consumer of for low – – excessively be to demand Ireland). Netherlands and the (in housing expectsBAM new-build for homes demand startthen and to 2012 bottomrock in hit to slightly. recover Euroconstruct the to forecasts According civilpicture the the in 2011), (November engineeringThesectormixed. be will in drop a shows markets picture the for the in increase an Germany, and Ireland the in drop a UnitedKingdom and the in increase an by Netherlandsfollowed growth Belgiumand following years, in sharp a by negated morethan be will which 2014. and 2013 in drop Organisational structure of Royal BAM Group
Construction and mechanical Civil engineering Property Public-private partnerships and electrical services
Netherlands BAM Utiliteitsbouw BAM Civiel AM BAM PPP
BAM Woningbouw BAM Infratechniek AM Real Estate Development
Heilijgers BAM Rail
BAM Techniek BAM Wegen
Belgium BAM Wallonie BAM Wallonie
Betonac
CEI-De Meyer CEI-De Meyer Immo BAM
Interbuild Kaïros
United Kingdom BAM Construction * BAM Nuttall BAM Properties *
Ireland BAM Building ** BAM Civil ** BAM Property **
Germany BAM Deutschland W&F Ingenieurbau
Worldwide BAM International BAM International
Sector
Operating company
Active in this sector
* BAM Construction en BAM Properties vormen samen BAM Construct UK. ** BAM Building, BAM Property en BAM Civil vormen samen BAM Contractors.
* BAM Construction and BAM Properties together form BAM Construct UK. ** BAM Building, BAM Civil and BAM Property together form BAM Contractors. BAM Utiliteitsbouw, BAM Woningbouw and Heilijgers also operate as developers on construction projects in the property sector. Offices
Civil engineering Construction and mechanical and United Kingdom BAM Nuttall - Camberley - London - Bridgend - electrical services Netherlands Glasgow - Halesowen - Leeds - Maidstone - BAM Civiel - Gouda - Amsterdam - Breda - Elsloo - Netherlands Newcastle upon Tyne - Northwich - Southampton - Zuidbroek BAM Utiliteitsbouw - Bunnik - Almere - Amsterdam - Wigan BAM Civiel Bekistingfabriek - Schiedam Arnhem - Breda - The Hague - Eindhoven - Emmen - BAM Ritchies - Glasgow - Clevedon - Erith - BAM Civiel Prefab Beton - Zuidbroek Enschede - Groningen - Leeuwarden - Maastricht - Dublin - Wigan BAM Speciale Technieken - Amsterdam Roermond - Rotterdam - Tiel - Utrecht - Zwolle Rail North - Wigan BAM Infratechniek - Culemborg - Barendrecht - BAM Advies & Engineering - Bunnik Rail South - Edenbridge Budel - Halfweg - ’s-Hertogenbosch - Nieuwleusen - BAM Gebouwbeheer - Bunnik Nuttall Hynes - Tunbridge Wells Ootmarsum - Schiphol - Susteren - Utrecht BAM HABO - The Hague Nuttall John Martin - Thetford BAM Leidingen & Industrie - Nieuwleusen - Nelis Bouw & Onderhoud - Amsterdam Culemborg OfficeUp - Bunnik Ravesteyn Kabel- en Montagewerk - Lopik - Ireland Schakel & Schrale - Amsterdam - The Hague - Leidschendam - Meer, Belgium BAM Civil - Dublin - Kill, County Kildare - Little Island, Roermond Van den Berg Infrastructuren - Zwammerdam - Cork - Galway Vitaal ZorgVast - Bunnik Amsterdam - Delft - Montfoort - Rotterdam - BAM Rail - Dublin - Kill, County Kildare - Little Island, Zoeterwoude Cork - Galway BAM Woningbouw - Bunnik - Alkmaar - BAM Infratechniek Mobiliteit - Culemborg - Amsterdam - Breda - The Hague - Deventer - Wateringen Germany Drachten - Nieuwegein - Rotterdam - Weert Wayss & Freytag Ingenieurbau - Frankfurt am Bouwbedrijf Pennings - Rosmalen BAM Rail - Breda - Dordrecht - Eindhoven - Main - Berlin - Düsseldorf - Hamburg - Rotterdam Kamsdorf - Munich - Stuttgart Heilijgers - Amersfoort Worldwide BAM Wegen - Utrecht - Apeldoorn - Beek - Bergen 7
BAM Materieel - Lelystad - Kesteren op Zoom - The Hague - Helmond - Tynaarlo - BAM International - Gouda - Abu Dhabi - Accra - 2011 Zaandam Al Khuwair - Aqaba - Cairo - Colombo - Dar es Salaam - BAM Techniek - Bunnik - Amsterdam - Apeldoorn - BAM Betonwegen/Betontechnieken - Doha - Dubai - Jakarta - Kuala Lumpur - Longmont - Benningbroek - Capelle aan den IJssel - The Hague - Hardinxveld-Giessendam Perth - Singapore - Tripoli Emmen - Groningen - Leeuwarden - Nieuw-Vennep - BAM Geleiderail - Drachten Roermond - Veenendaal BAM Milieu - Hardinxveld-Giessendam Property Interflow - Wieringerwerf BAM Wegen Materieel - Tiel HABO GWW - The Hague Netherlands Belgium HOKA Verkeerstechniek - ’s-Hertogenbosch - AM - Nieuwegein - Amsterdam - Eindhoven - Interbuild - Wilrijk Apeldoorn - Berkhout - The Hague - Drachten - Rotterdam - Terneuzen - Zwolle Susteren AM Real Estate Development - Utrecht United Kingdom Mostert De Winter - Hardinxveld-Giessendam IPMMC Consult - Utrecht BAM Construct UK - Hemel Hempstead Nootenboom/Nootenboom Sport - Barendrecht BAM Construction - London - Bristol - Cardiff - Redubel - Geldermalsen Belgium Coventry - Derby - Dewesbury - Edinburgh - Immo BAM - Brussels Exeter - Gateshead - Glasgow - Leeds - Manchester - BAM Infraconsult - Gouda - Apeldoorn - Breda - Kaïros - Wilrijk Poole - St. Albans - Wellingborough The Hague - Utrecht - Singapore BAM Facilities Management - Coventry - Glasgow United Kingdom België BAM Properties - London - Bristol - Glasgow - Ireland BAM Wallonie - Chaudfontaine Manchester BAM Building - Dublin - Kill, County Kildare - Galère - Chaudfontaine - Charleroi Little Island, Cork - Galway Balteau - Louveigné Ireland Balteau ie - Saint-Nicolas BAM Property - Dublin - Kill, County Kildare - Little Island, Cork Germany BAM Deutschland - Stuttgart - Berlin - Dresden - Betonac - Sint-Truiden Düsseldorf - Frankfurt am Main - Munich Public-private partnerships CEI-De Meyer - Brussels - Eke (Nazareth) BAM PPP - Bunnik - Birmingham - Brussel - Dublin - Switzerland Frankfurt am Main - Glasgow BAM Swiss - Basel Luxembourg BAM Luxembourg - Luxembourg 2011 8 4. 4. 3. 2. 1. pillars: four on based is policy This potential. growth with segments in products or concepts new develop to is priority third The well. as markets home other in them establishing and market home one in successful already are that activities taking by matrix activity BAM’s fill to is priority second The priority. highest the is markets home the all in position market BAM’s reinforcing context, this In activities. its in growth strong achieve to is aim BAM’s ofBAM’sCore strategy responsible reduction and separation of waste. of separation and reduction 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 selection. and recruitment 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 for conditions the create will management resources 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 All projects. out carrying and preparing regards as construction lean and virtual by offered advantages the of use optimum make will Group The development. of state apermanent in is and professionals quality high- of organisation an is BAM process. primary the for basis the be to continues levels all at Expertise and update of strategic agenda 2010-2012 Core of BAM’s strategy, mission, vision, ambition for 2020 consequences of their activities. their of consequences the for responsibility take and process construction the in part take companies operating BAM’s which in way the in foremost and first but services, and products of form the in only not Group, the from contribution active an expects society changing A constantly life. of way their in changes necessary the make people that ensuring to approach demand-driven a from changing is wellbeing and health to attitude The infrastructure. and buildings of construction and design the for consequences significant has that consideration another –is sources energy sustainable to transition the –and change Climate extent. asignificant to needs energy 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 environment the and people for responsibility taking By 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 the highest in the sector. the in highest the among profitability of a level and sheet balance strong a 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 term. medium the in occupy to intends Group the that position the on based is ambition BAM’s 2020 for Ambition 9 2011 The heart of the Group is the operating companies, each led by a board of directors that reports to the Executive Board. The Executive Board is advised and assisted by compact management support departments with an international perspective.The Group operates as a European company with its administrative centre in the Netherlands and a listing on the NYSE Euronext Amsterdam stock exchange. The Group maintains a management system that encourages market involvement and registers reports received from its immediate environment, but that limits risks and recognises opportunities. Management development should be fully integrated into company procedures as a means of achieving a sustainable workforce that delivers performances in line with corporate ambitions. 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. The 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 name and one brand image in every country: Better results are generally accompanied by increased risks and the need to manage those risks, which obviously requires a sound financial structure. This can only be achieved if there is a further improvement in solvency. The Group considers risk management to be a core skill. BAM operates mainly in its five home markets (the Netherlands, Belgium, the United Kingdom, Ireland and Germany). Where possible, the Group will expand its activities in these markets, in line with economic realities. The Group aims to offer 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 operates in profitable niche markets where it focuses 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 are also important as regards the Group’s reputation. BAM is increasingly involved in thevery early stages in the establishment of a project and is also taking the initiative in an increasing number of cases. The Group’s conceptual strength will be decisive in that regard. Sustainability and the life-cycle approach are widely accepted starting points when developing concepts. BAM positions itself as a full-service provider of multidisciplinary solutions full-service (a provider for the built environment). By offering a broad range of services – includingfacilities management and maintenance – the Group will remain connected to projects, even once the original contract is complete. Customers will increasingly use new integrated types of contracts or design-and-construct contracts to transfer the risks, sometimes supplemented by financing, maintenance and operation. BAM will retain its decentralised structure. The Group draws its strength from linking and clustering the local players/sources in a smart grid to ensure that systems, specialties and capacity are deployed intelligently over the time available. 10 2011 Wayss & Freytag Ingenieurbau, Galère (in joint venture). joint (in Galère Ingenieurbau, &Freytag Wayss (A7), Luxembourg. Nord du Route the on Tunnel Stafelter new concepts or product market combinations. market product or concepts new (3) and develop matrix, activity the (2) fill markets, home all in Group the of position the (1) strengthen targets: set previously three the maintaining is BAM Europe. outside markets fast-growing of anumber in as well as Germany, and Ireland Kingdom, United the Belgium, Netherlands, the of markets home European five the in principally active are companies operating BAM operation. and maintenance financing, building, design, development, including package service integrated an offering use, immediate for ready are that buildings and infrastructure with customers its provide can that group construction and aproperty as itself position to continue will BAM that means This stated. previously as points principle the reaffirmed has Board Executive The 2013-2015 period. the for agenda strategic anew present will BAM 2012, of end the At below. described as period planning current the through halfway targets and points principle the reviewed Board Executive The development. further Group’s the in management for guide 2010-2012 for a as agenda serve to astrategic up drawn has Board Executive The period. planning the for points action strategic and targets the out setting agenda astrategic publishes Group BAM Royal years, three Every 2010 agenda ofstrategic -2012Update sustainable business operations. business sustainable and concepts innovative excellence, operational management, risk on afocus include which programmes, strategic initiated previously with continue will BAM 4. 3. 2. 1. period: planning the of rest the for targets specific identified has Board Executive the influences, external current the consideration Taking into BAM Utiliteitsbouw (in joint venture). joint (in Utiliteitsbouw BAM Hague. The Relations, Kingdom and Interior the of Ministry the and Justice and Security of Ministry The therefore decided to sell Tebodin. sell to decided therefore Board Executive the regard, this in change about bring not will Asia, and East Middle the Europe, eastern in primarily Tebodin, of growth further that fact the of light (i.e. Tebodin). In sector engineering and Consultancy the between synergy limited is there that team management Tebodin the with consultation in determined been has it context, this In synergy. optimum achieve and focus increase to opportunities improves structure simplified (PPP). This partnerships private public and property engineering, civil services, electrical and mechanical and construction sectors: four following the with line in organisation Group’s the structured has BAM 1. Increased focus on core business core on focus Increased Invest in new growth tracks. growth new in Invest and position; financial Strengthen synergy; through strength of exploitation Optimum business; core on focus Increased 11 2011 Invest in new growth tracks 4. The Executive Board sets great store by the Group’s further growth and development and has therefore decided to build on the success of business activities in Switzerland and Luxembourg by establishing permanent branches in those countries (BAM Swiss and BAM Luxembourg). In addition, market growth should be achieved by full-service and multidisciplinary projects through more intensive collaboration between BAM companies and active entry onto markets outside Europe. BAM International is using all available opportunities within the Group to expand the organisation and achieve sustainable market positions in South-East Asia, Australia, Africa and the Middle East. The targets that were for set 2012 by BAM in 2009 are not achievable under the given market conditions. Strengthening the financial position remains a priority. Royal BAM Group continues to do its utmost to offer its shareolders a solid profit with an attractive dividend and an increase in the value of shares in the Group. 2.4-kilometres long LNGjetty near Port Moresby, Papua New Guinea. BAM International (in joint venture). Strengthen financial position Optimum exploitation of strength through synergy 3. 3. The Group’s current financial position is solid and stable. Nonetheless, the Executive Board aims to improve the balance sheet. The priority is to reduce the capital investedin property, the aim being to reduce the amount invested in property by a third. In light of the current difficult market conditions, this will take several years. The Group’s control of the working capital has greatly improved over the last few years. The focus now is on further improvement where possible. On the one hand, the joint venture with PGGM limits the capital invested in previously acquired PPP contracts, while, on the other hand, it offers financial support for further growth. 2. 2. There are very limited prospects for further growth in the current sectors and geographic markets. Accordingly, the Executive Board wants to create new opportunitiesby presenting BAM more expressly as a provider of full and multidisciplinary solutions – a full-service provider for the built environment. The new sector-based organisational structure referred to above will also promote synergy. Previously initiated programmes with regard to lean management, virtual construction and enhanced collaboration have reduced costs and increased operational excellence. 12 2011 Beverwaard tram depot including a roof-top car park car aroof-top including depot tram Beverwaard with space for 500 cars, Rotterdam. cars, 500 for space with BAM Civiel. BAM 13 2011 D N O moving average S A J J M A M F ordinary trade large blocks Graph shows 3 (page the 14) development J 0 Graph 2 Number of traded ordinary shares in 2011 (average per day) 5,00,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 Graph 2 shows the development of the average number of the average price on NYSE Euronext Amsterdam. If necessary, ING, Rabobank and RBS act as liquidity providers for the trade in ordinary shares. Volume of trade Volume The cash value of the Royal BAM Group ordinary share The numberdecreased of ordinary in 2011. shares traded fell by third a in the financial year to a total of 341.6 million).million The average 518.6 shares daily (2010: trade was 1,338,500 ordinary 2,010,000). shares (2010: The value of the shares traded fell by approximately 44 million €2,547 to €1,434 percent million). (2010: in 2011 An average of €5.6 million worth of BAM shares was traded every €9.9 million). (2010: trading day in 2011 of ordinary shares on Euronext traded in 2011 Amsterdam. 2011 AMX AEX 2010 2009 sector Eur Royal BAM Group nv shares nv Group BAM Royal 2008 sector NL 2007 BAM Graph 1 Ordinary share price movement (in €) Graph 1 shows the history of the BAM ordinary share Share price closing priceThe 2011 for the ordinary share was €3.26, which was approximately 29 percent lower than the closing This price (€4.60). means for that 2010 the share price lagged slightly behind the AMX percent). index (-27 BAM’s share price hasfallen by almost percent 72 over the last five years. By way of comparison, the AEX index and the AMX fell percent by 37 percent and 31 in the same period. The shares of Royal BAM Group nv have been listed on the NYSE Euronext Amsterdam stock exchange since BAM is listed1959. on the AMX index (Midkap) as well the Euronext Index. NEXT-150 Royal BAM Group ordinary share options have been traded by NYSE Liffe, the Euronext Amsterdam derivatives division, since 2006. The total stock exchange value (market capitalisation) of the Group stood at approximately €0.8 billion at (year-end approximatelyyear-end 2010: 2011 billion). €1.1 Stock exchange listing price over the past five years. 8 6 4 2 0 24 22 20 18 16 14 12 10 14 2011 2011. sharespreference were in withdrawn non-convertible share.preference A total ofper non-convertible 473,275 shares during 2011 in repurchase fora €4.38 mandatory preference The Company allrepurchased non-convertible into converted 440,711 shares. new ordinary sharespreference were 346,276convertible outstanding shares in conversion ordinary ina 2011.mandatory The shares preference into wereAll convertible converted shares. preference convertible payment of and stock dividend the conversion offinal increased by 1,171,833 to 232,937,569, to the attributable In 2011, shares the ordinary number of outstanding shares ofoutstanding number the in Movements CPS = non-convertible Cumulative Preference shares Preference Cumulative =non-convertible CPS shares Preference Cumulative =Convertible CCPS (average perday) Graph 3Valueoftradedordinarysharesin2011 Table 3 Number of outstanding shares in 2011 in shares outstanding of Table 3 Number Shares in issue as at 31 December 2011 31 at as December issue in Shares converted shares Preference repurchased shares Preference issued shares dividend Stock 2011 1January at as issue in Shares 10,000,000 12,000,000 14,000,000 16,000,000 2,000,000 4,000,000 6,000,000 8,000,000 0 J per day average tradedvalue F M A M J J A
S moving average 232,937,569 231,765,736 O Ordinary N 440,711 731,122 100.0% 99.6% D 0 shareholdings. substantial of register AFM the to according each type ofeach share)type is shown in 2011 (including ofthe percentage theby total represented The development of the shares number ofin outstanding occurred, however, within the disclosure thresholds. disclosure the within however, occurred, have may Changes more. or 5percent of interests real have investors institutional four shareholdings, substantial of register AFM the to According 204,183,583). (2010 adjusted to figure take account of the issue:rights sharesnumber ofin ordinary 2011 was 232,377,783 Table 4 shows the interests of 5 percent or more more or 5percent of interests the Table 4shows
-346,276 346,276 CCPS's 0.0% 0.2% 0 0 0
-473,275 473,275 table 3. table The average CPS's 0.0% 0.2% 0 0 0
232,585,287 232,937,569 -473,275 731,122 94,435 100.0% 100.0%
Total 15 2011 6 May 2011 Date of last notification 16 November16 2010 31 December31 2008 19 November19 2009 October 2005 February 1992 Interest above 5 percent since November 2010 December 2002
9.4 5.0 5.6 10.2 Total Investor relations Royal BAM Group attaches great importance to the provision of transparent and identical information to all investors. BAM’s investor relationspolicy 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 unless there is high-quality communication with investors. All press and analysts meetings organised in connection with the publication of the annual, half-yearly and quarterly figures are accessible to everyone via the Internet (webcast). The press meetings for the annual and half-yearly figures are held in Dutch. The analysts meetings will be held in English More starting information in 2011. on this subject can be found on the company’s website. The significant interest from investors is also expressed in the numbers of contacts in the form of road shows, participation in seminars and presentations for investment clubs, amongst others. All dates and locations of roadshows, seminars and the like are published on the company’s website. For questions or more information concerning Royal BAM Group, please visit the company’s website at www.bam.eu. Shareholders potential (or shareholders) and financial analysts can address any questions to the Investor Relations Manager of Royal BAM Group, Snippe,Mr P.R.E. email [email protected], 07. 87 659 telephone (0)30 +31 ING Groep (As a percentage) A. van Herk Delta Lloyd Governance for Owners LLP Table 4 InterestsTable of 5 percent or more according to the register of substantial shareholdings kept by the Netherlands Authority for the Financial Markets (AFM) Dividend policy and proposed dividend for 2011 Royal BAM Group strives to distribute between 30 percent and 50 percent of the net profit as dividend on the ordinary shares. The General Meeting April of 25 will be invited2012 to declare at the a dividend for 2011, discretion of the individual shareholder, in of either €0.16 per €0.03) ordinarycash (2010: share or a dividend in ordinary shares. If the shareholder opts for a dividend in shares, the Group will calculate the number of dividend rights needed to acquire one new share in such a way that the value of the share dividend exceeds that of the cash dividend by approximately 5 percent. The proposed cash dividend represents a payout percentage of approximately 30 percent based on the net result million. of €126.0 2011 The dividend return on the ordinary shares is 4.9 percent based on the proposed dividend closing percent). 0.7 and price the 2011 (2010: More information on the proposed dividend can for 2011 be found in the Executive Board’s report on page 41. Dividendpolicy 16 2011 Dividend Dividend Market capitalisation at year-end (x €1.000) year-end at capitalisation Market (in number of shares) of (in number turnover daily Average Price on 31 on December Price Lowest closing price closing Lowest Highest closing price closing Highest (as a percentage) (as apercentage) yield Dividend (as apercentage) Payout Price on 31 on December Price issue in shares of Number shares Non-convertible Dividend Dividend 31 on December Price price Conversion issue in shares of Number shares Convertible Number of ordinary shares shares ofordinary Number 4 3 2 1 share preference financing per Figures dividend as at year-end at as dividend for ranking shares ordinary of Number Dividend Dividend shareholders to attributable Equity flow Cash diluted) (fully operations continued from result Net diluted) (fully result Net diluted) (fully dividend for ranking shares ordinary of number Average operations continued from result Net result Net shares ordinary of number Average 2009 adjusted for rights issue. rights for adjusted 2009 shares. preference financing and shares ordinary outstanding of number total on Based year-end. at price share on Based 2011. proposal Dividend 2 2 indicated) otherwise unless (in €1 3 232,665,153 232,377,783 232,937,569 1,338,500 759,376 indicated) otherwise unless (in €1 2011 2011 3.26 2.17 5.76 0.16 4.99 1.00 0.49 0.54 0.49 0.54 4.9 30 ------204,624,298 204,183,583 231,765,736 2,010,000 1,070,302 473,275 346,276 1 2010 2010 0.38 4.60 3.62 6.19 0.03 4.66 0.37 5.70 3.30 4.75 1.23 0.08 0.08 0.08 0.08 0.7 45 172,635,525 172,193,087 135,196,679 1,152,000 984,452 346,276 473,275 2009 1 5.69 3.87 7.37 0.10 6.47 1.55 0.18 0.18 0.18 0.18 2009 4.20 6.60 0.38 4.21 0.37 1.4 43 4 135,542,904 133,833,884 135,192,833 1,126,000 870,585 473,275 350,122 16.60 2008 6.41 4.67 0.50 6.27 2.67 1.20 1.20 1.21 1.21 2008 4.20 0.38 0.37 4.65 7.8 5.01 42 135,541,461 124,825,079 129,906,275 2,196,373 5,636,534 848,000 473,275 16.10 13.79 22.58 2007 0.90 7.65 3.61 2.01 2.60 2.15 2.80 18.15 2007 4.20 0.38 0.37 5.45 5.6 34 17 2011 Mr J.A. Dekker will also step down from the Supervisory Board after the General Meeting when on April 25 2012 his third four-year term ends. Mr Dekker has been a member of the Supervisory Board since 2000, spending eight years of that time as Chairman of the Audit Committee. Thanks to his technical and financial background, Mr Dekker has made a major contribution to the activities of the Supervisory Board and, as Chairman, his part in the work performed by the Audit Committee has been very valuable. The Supervisory Board and the Executive Board would like to express their considerable appreciation to Mr Dekker, also for his substantial involvement in the Group and for the manner in which he has performed his duties as a member of the Supervisory Board and Chairman of the Audit Committee. With regard to the vacancy that will arise when Mr Dekker steps down, the Central Works Council stated its intention to exercise its reinforced right of recommendation as referred to in Article 2:158, paragraph 6 of the Dutch Civil Code. The Central Works Council subsequently recommended that Mr H. Noy be put forward for appointment as a member of the Supervisory Board. The Supervisory Board fully endorses this recommendation. As the director of a major company, Mr Noy has a great deal of experience and expertise relevant to management, board membership and organisation. His technical background is also well suited to a company like BAM, and he is familiar with the construction sector and has international experience. If the General Meeting does not make any other recommendations, the Supervisory Board intends to propose that Mr Noy be appointed to the Supervisory Board for a four-year period by the General Meeting on 25 April 2012. Mr Wiechers was Chairman of the Supervisory Board in the past financial The year November until 17 2011. Supervisory Board appointed Mr Elverding to succeed him as Chairman and Mr Scheffers as Vice-Chairman with effect from that date. Mr Scheffers took over as Vice- Chairman from Mr Baar who will step down from the Supervisory Board at the end of his current third term after the Annual General Meeting in 2013. The Supervisory Board had five members in the past financial year until the General Meeting on April 20 2011 at which two further members were appointed. Following the changes indicated above, the Supervisory Board will have sixmembers. Report by the Supervisory the Report shareholders by the to Board Composition of the Supervisory Board The General Meeting of Shareholders held on April 20 appointed Ms2011 C.M.C. Mahieu and Messrs Elverding and K.S.P.A.F.W. Wester as members of the Supervisory Board for a four-year period. At the same meeting, Mr W.K. Wiechers was reappointed as a member of the Supervisory Board for a one-year period. Mr Wiechers will step down from the Supervisory Board at the end of the General Meeting to be held on April 25 Mr Wiechers2012. has been a member of the Supervisory Board since spending 1999, more than four years of that time as Chairman of the Supervisory Board. The Group has undergone a period of exceptional growth during Mr Wiechers’ time on the Supervisory Board, and his expertise and balanced analyses have made a major contribution to that growth. The Supervisory Board and the Executive Board would like to express their considerable appreciation to Mr Wiechers for his substantialinvolvement in the Group and for the valuable manner in which he has fulfilled his duties as a member and Chairman of the Supervisory Board. TheSupervisory Board hereby presents financial the 2011 statements, duly prepared by the Executive Board, tothe General Meeting of Shareholders for approval. The financial statements have been audited by the Group’s external auditor, PricewaterhouseCoopers Accountants the unqualifiedN.V.; auditor’s report is included on page of the Annual191 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, the report by the Supervisory Board and the report by the Executive Board form a good basis on which to hold the Executive Board accountable for the managementpolicies pursued and the Supervisory Board accountable for its supervision of the management policies pursued. The members of the Supervisory Board have signed the financial statements in accordance with their statutory obligations paragraph under Article 2:101, 2 of the Dutch Civil Code. The General Meeting of Shareholders to be held on will25 April be invited 2012 to declare a dividend for in cash €0.03) per ordinary (2010: of €0.16 share or 2011 in stock. Financial statements and dividend proposal 18 2011 10 percent of the shares in the company. the in shares the of 10 percent 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 Group. BAM the in 10 than percent more slightly of ashareholding has which ING, of Board Supervisory the of amember also is who Mr Elverding was question 2011, in 20 April on member the Meeting General the following Board; Executive the of member former and Chairman former the Vonno, Mr Van was member 2011, 20 April of Meeting that General the of end the Until Code. the of meaning the within independent not was who year financial the throughout member one had Board Supervisory the Code, the by allowed As met. been has independence to regard with requirement Code’s the Board, Supervisory the of opinion the In company. the with nature abusiness of relationships other any have not do members Board Supervisory The Report. Annual the of 00 page on stated is members Board Supervisory of remuneration The report. Board Supervisory this of part constitute and Report Annual 37 the of and 36 pages on stated are Board Supervisory the of members the of particulars The occasion. each on shareholders the 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 37 the of page on shown is Board Supervisory the of members the for schedule retirement The Report. Annual the of 00 page on governance corporate on section the in found be can profile the about details More profile. the with line in is composition its that believes Board Supervisory The 2008. of end the at amended as Code’) ‘the (hereafter: Code Governance Corporate Dutch the to relation in 2009 21 on April Meeting General the at shareholders the with discussed was profile This website. company’s the on published also is which and office company’s the at examine may shareholders which Board, Supervisory the of aprofile is There
the Executive Board in 2008. in Board Executive the of member and Officer Financial Chief as term a four-year for reappointed was Mr Ruis 2004. since Board Executive the of amember such, as and, Officer Financial Chief been has He Group. the in positions financial different of anumber 1971 in held BAM has and joined Mr Ruis position. the of duties the with successor his familiarise to Mr Ruis for and found be to asuccessor for time allow to period one-year maximum a for Board Executive the of amember and Officer Financial Chief as continue to him for advisable is it that believes Board Supervisory the Mr Ruis, to regard With 2012.25 April on Board Executive the to members both reappoint Meeting General the that recommendation non-binding a forward put to intends Board 2012. Supervisory The 25 April on Meeting General the after end terms four-year respective their when Board Executive the from down stepping be will Wingerden van R.A. and Ruis J. Messrs Board Executive ofthe Composition companies that are active on the Dutch market. Dutch the on active are that companies operating the included year financial the during responsibilities Wingerden’s Mr Van 2008. in time first the for Board Executive the of amember as appointed was He companies. operating Group’s the at positions managerial of anumber fulfilled has and 1988 in Group BAM Royal joined Wingerden Mr Van years. four last the over regard that in company the to value great of be to proven has He operates. Group the which in markets the of experience and knowledge of deal agreat possesses he that Wingerden Mr Van of reappointment proposed the to regard with believes Board Supervisory The period. one-year a maximum for be would Mr Ruis of ment reappoint the stated, As
BAM Utiliteitsbouw. BAM Coenen. Jo 2012, Architect: Venlo. Floriade to building -access Complex Innova Fotobijschrift: Fotobijschrift: Fotobijschrift:
19
2011 20 2011 Executive Board. Executive the of members and company the between interest of conflicts any of evidence no has Board Supervisory The companies. listed any of Board Supervisory the of members not are Board Executive the of members The Van Oord. in share 21.5 its percent sold BAM once down stepped year, but financial the during Board Supervisory Van of Oord’s amember was Vries Mr De Report. Annual 28the of page on stated is Board Executive the of members the of remuneration 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 appointed. were they which in year the after year fourth the in held be to Meeting General Annual first the of end the at retire They years. four of period a for appointed are Board Executive the of Members website. company’s the on published also is and Report Annual the 38of page on shown is Board Executive the of members the for schedule retirement The Board. Executive the of members individual the to applies also year. This financial past the during well duties its performed Board Executive the that believes Board Supervisory the Consequently, result. Group’s the to contribution apositive made Group the of parts all –almost circumstances economic difficult the of spite –in that fact the appreciates greatly Board 2011. in Supervisory The circumstances economic difficult in operate to had again once Board Executive the that notes Board Supervisory The Board. Executive the of members individual the of and Board Executive the of performance the assessed again once Board 2011, year Supervisory financial the the During Vries. de Mr N.J. was Board 2011. Executive the of 1 April Chairman The on down stepped Oosten van Mr J.A.P. after year financial the during members four had Board Executive The period. four-year a for be would reappointment Wingerden’s Mr Van Board’s committees. In addition, the Executive Board Board Executive the addition, In committees. Board’s the of meetings in discussed been had what on report a featured meetings Board’s Supervisory the of Each Group. the about more learn to members new the for opportunity agood were year financial the during up drawn update strategy the and strategy Group of implementation about talks The Group. the of parts various the about more learnt and officers key Group’s the of anumber met They course. introductory an underwent year financial the during Board Supervisory the joined who members new The present. being Board Executive the without times four met also Board Supervisory The Board. Executive entire the and Board Supervisory entire the by attended were meetings joint these of All Report. Annual this in later detail in presented are that subjects other of number a and agenda strategic updated the discuss to Board Executive the with meeting atwo-day held also Board Supervisory The meetings. ordinary as classed be can those of Six Board. Executive the of presence the in year the during meetings seven held Board Supervisory The report. this in later given are subjects these all about Details sheet. balance the strengthen to how and structure financing Group’s the discussing spent time of amount aconsiderable also was There detail. in agenda strategic updated the discussed Boards two The agenda. strategic the update to advisable be would it felt also Board Executive the and Board Supervisory the circumstances, economic changed the Given AM. involving those especially activities, property the on particular in focussed discussions these again, Once Board. Supervisory the with discussed were which scenarios of anumber up drew Board Executive The particular. in market construction residential Dutch the and markets property the on position Group’s the discussing spent was meetings joint at time of amount A large crisis. economic the by determined largely therefore were year financial past the during activities Board’s Supervisory The respond. to how and Group the on crisis the of impact the discuss to meetings joint regular held Board Executive the and Board Supervisory The worsen. crisis the saw which circumstances economic difficult 2011 year ongoing by marked was financial The Board’s activities Supervisory The 21 2011 applicable to the strategy, planned disposals and investments, the development of the organisation, management development and risk management. The conclusion from the discussion of the activities portfolio was that the property and PPP sectors are also very important to the Group in addition to its core business of construction. It was also decided that consultancy and engineering is needed for the Group’s core business, providing the Group’s consultancy and engineering activities are properly embedded and fit in with the operational companies. The Supervisory Board shares the Executive Board’s opinion that there is no need for a separate operating company within the Group in the consultancy and engineering sector. The Supervisory Board therefore agreed to the sale of Tebodin. The aforementioned meeting also spent a long time discussing the Executive Board’s plans for a further tightening up of risk management within the Group. Further details on this subject can be found on page of 57 the Annual Report. As part of the updated strategy, the Supervisory Board agreed to the growth tracks for the Group identified by the Executive Board which are described in more detail of the Annual on page and 11 10 Report. The Supervisory Board approved Operational the 2012 Plan which sets out the Group’s financial targets, the strategy aimed at achieving those targets and the preconditions to be observed in connection with that strategy. The Executive Board gave more details about the sensitivity of the Operational Plan at the request of the Supervisory Board. The Supervisory Board and the Executive Board had regular discussions during the past financial year about the Group’s financial position and about the way in which the Group should be financed. The Supervisory Board also exchanged views several times with the Executive Board regarding the operating capital, the options for scaling down the amount of equity invested in property, the liquidity level, the terms and conditions of the current financing covenants, the Group’s solvency level and the Group’s financing requirement for the longer term. The Supervisory Board discussed the importance of corporate social responsibility for (CSR) the Group with the Executive Board and agrees with the factors of CSR identified by the Executive Board as being most relevant for BAM. The discussion included the progress being made by the Group in relation to safety and the steps reported in each case on the state of affairs, the financial situation and market developments for the operating companies and the risks they face, each report being based on the operational plan for the relevant financial Mattersyear. also discussed included the Annual Report and financial statements the quarterly for 2010, statements reserve and for dividend 2011, policy and the dividend proposal corporate for 2010, governance, the various effects of IFRS (International Financial Reporting Standards) on the Group’s financial reports, the Group’s existing anti-takeover measures, management development and the quality of management and the most important claims and legal proceedings involving parts of the Group. The subjects discussed in the meetings without the Executive Board present included an internal discussion about decisions taken by the company in the financial as wellyear, as the performance of the Executive Board as a whole and its individual members. The Supervisory Board also discussed its own performance (both the Board as a whole and the individual members) and the performance of the Board’s separate committees. The discussion covered the Supervisory Board’s composition and profile, the decision-making process, the quality of the supervision process and of the supervision itself, the Supervisory Board’s relationship with the Executive Board, the composition and assessment of the Executive Board (the entire Board and the individual members) and the remuneration – including setting the variable part thereof – for the members of the Executive Board. The performances of the Supervisory Board and its individual members are assessed periodically based on a survey of the Supervisory Board members, plus individual interviews if necessary. The performances of the Supervisory Board and its individual members were assessed during the past financial year and the Supervisory Board discussed the findings. One of the main subjects discussed was how best to divide the Supervisory Board’s time across the various subjects. The assessment of the performance of the Executive Board and its individual members was based on discussions held between the Selection and Appointments Committee and each member of the Executive Board. The results were discussed by the Supervisory Board in the absence of the Executive Board. The two-day meeting held to discuss the updated strategic agenda covered a range of subjects, including the current portfolio of activities and changes that were needed in the portfolio, the financial preconditions 22 2011 the matters addressed in these contexts at the meetings meetings the at contexts these in addressed matters the of implications The systems. these of assessment Board’s Executive the from results the and systems control and management internal the business, the in involved risks main the covered discussions These presentations. accompanying and reports written of basis the on companies operating individual the and sectors respective the and awhole as Group the for prospects and business of course the of adiscussion included meetings quarterly Board’s Supervisory the usual, As Board. Executive the with consultation in PPP and property in investments on acap placed Board Supervisory the Committee, Audit the by given advice on Acting Group. the in apply that authorisations regarding rules clear has Group the that determined Board Supervisory The Board. Executive the with Group the in available proxies and powers the discussed Board Supervisory the arrangements, these examining While system. reporting and monitoring established an as well as 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 Report. Annual the of 29 page on detail in 2011 20 April on presented is Meeting General the by adopted plan benefit long-term The enterprises. comparable in shareholders by investments alternative to compared price share BAM the of development positive for members Board Executive the rewards that chosen been has plan benefit A long-term remuneration. variable annual the and salary fixed the to addition in improvements for rewards long-term include should members Board Executive for package remuneration the believes Board Supervisory The Committee. Remuneration the by up drawn plan benefit long-term anew to agreed Board Supervisory year, the financial past the in Early Board. Supervisory the by report the of part 28 as page on included is report remuneration The Committee. Remuneration the by compiled report remuneration the finalised Board Supervisory The developments. these in chain supply construction the in participants other the include to how to as Group the facing challenge the highlighted Board The sector. construction the in regard this in pioneer a is it that and responsibility social corporate of terms in alot doing is Group the that note to pleased was Board Supervisory The safety. improve further to proposed financial statements for the financial year 2011. year financial the for statements financial the of audit the with PricewaterhouseCoopers charge to Meeting General the to proposal the prepared and auditor external the with relationship the assessed Board Supervisory the Furthermore, 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 2010 the and management auditor external the by reports the of cognisance took Board Supervisory The position. financial the strengthen and business core on focus the sharpen to efforts Group’s the with line in is it because completed was transaction this that pleasure great Board’s Executive the shares Board Supervisory The interest. that of sale the approved ultimately Board Supervisory The Van Oord. company dredging the in BAM by held interest 21.5 percent the of sale proposed the about Board Executive the with occasions various on talks held Board Supervisory The crisis. economic the handle to positioned well are companies operating Dutch the that believes Board Supervisory The face. currently they challenges the and markets their companies, their on presentation abrief gave directors The companies. operating Dutch the of directors the with views exchanged Board Executive the and Board 2011, Supervisory the September in days several over companies operating Group’s the of anumber to visit annual the During partner. long-term a as projects these to connection BAM’s maintaining therefore projects, PPP operational in equity release to BAM allow also will collaboration This activities. PPP Group’s the of growth further the to contribute will which PGGM and PPP BAM between collaboration the for approval its gave Board Supervisory The markets. Group’s the on developments the on focussed also updates These companies. operating the at business of course general the on auditor external the and Board Executive the both by updated regularly be to arranged again Board Supervisory year, the financial the During Libya. from personnel BAM of evacuation rapid the on involved directly were who employees the compliment to like would Board Supervisory the regard, that In areas. high-risk in International BAM of presence the included business the to attached risks main the of discussion The seq. et 29 page on including Report, Annual the in elsewhere discussed are Board Supervisory the of 23 2011 Multipurposecomplex for care and support for the homeless provided by the Kessler Foundation, The Hague. Architect: Soeters Eldonk Van Architecten. BAM Woningbouw. The Supervisory Board took note of the annual assessment by the Audit Committee about the lack of an in-house audit position within the Group. Bearing in mind, for example, the project-oriented nature of a building company’s activities, and the large number of projects being undertaken both at home and abroad by divisions of the Group, it was decided to have the audit processcarried out by an external auditor in conjunction with the employees from the central finance division and the controllers at the operating companies. This arrangement – which is governed by clear agreements – once again proved satisfactory Taking in 2011. everything into consideration, the Supervisory Board advised the Executive Board to continue with the current method of conducting the audit process. The Supervisory Board noted the approach taken by the Executive Board to making further improvements in risk management within the Group. For example, a risk management position has been created at Group level to complement and facilitate the activities of the operating companies. A uniform method for assessing risk and the potential for improving the risk level has also been introduced. The whole Group is focussed on improving risk management in the primary process as regardsthe procedures and the development of best practices, and also as regardsthe employees’ competences and skills. The Supervisory Board gave its approval for the withdrawal of all issued non-convertible cumulative preference Class F shares to simplify the company’s capital structure. For the same reason, the Supervisory Board also approved the conversion of all outstanding convertible cumulative preference Class F shares into ordinary shares. The Supervisory Board takes cognisance of an overview of the Group’s investor relations activities on a regular basis. As regards contacts with shareholders, the Supervisory Board believes that contact should primarily take place in shareholders’ meetings. The Board believes that a high level of shareholder attendance at those meetings is extremely important. The Board also feels, however, that contact between the company and shareholders outside of shareholders’ meetings can be important – for both the company and the shareholders. The Supervisory Board will ensure that the company accepts shareholders’ requests for talks in those cases where talks are considered important. The company itself can also take 24 2011 2011). Chairman. the as Mr Dekker with 20 April of Meeting General the (following Mr Wester 2011) 20 April on Meeting and General the of end the until latter (the Van Vonno and Scheffers Dekker, Messrs of consisted Committee Audit the year financial past the In Board. Supervisory the to meetings their all on 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 prepare to 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 aRemuneration Committee, Audit an namely committees, permanent three has Board Supervisory The 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 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 Board’s and rules Supervisory The Central Works Council was held in May 2011. May 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 Meeting. General the for media communication electronic of use the approved Board Supervisory The place. taken had shareholders the with discussion substantive athorough, that and well went Meeting General the that pleased very was Board Supervisory The place. taken had meeting the after discussed were meeting the at events the and prepared was Meeting General Annual The press. the and analysts investors, shareholders, with contacts bilateral on policy ageneral has company The ashareholder. with talks request and initiative the one occasion without the Executive Board being present present being Board Executive the without occasion one on auditor external the with met committee audit The PPP. and property in investments capping for Board Supervisory the to proposals submitted also Committee Audit the Board, Executive the with consultation In projects. development property in invested equity of amount the reduce to opportunities about Board Executive the with discussions included which Group, the for crisis economic the of 2011year consequences the to financial the in again once paid was attention Particular Fshares. Class preference cumulative the of conversion and withdrawal the for work preparatory the out carried Committee Audit The subject. the on apresentation on partly based policy, ICT Group’s the about Board Executive the with views exchanged Committee Audit The Group. the of refinancing the about occasions several on Board Executive the with discussions held also Committee Audit The reporting. financial on IFRS of effects some and organisation; administrative and financial the tax; against offset be can that Group the within losses the level; liquidity and capital operating the of movement the relationships; banking agreements; funding the in ratios the solvency; and funding Group’s the 2011; for plan audit plan; the 2012 the auditor; operational external the with relationship the and of fee and activities the addressed: also were topics following The planning. tax Group’s the and policy dividend the development; project concerning those including systems, control and management risk and risks the recommendations; auditor’s external the to follow-up the letter; 2010 the management figures; half-yearly and quarterly 2011 the 2010 figures; the on annual reporting financial the were meetings these at addressed topics principal The invitation. by meetings Committee’s Audit the attended also Board Executive the from Officer Financial Chief the and Chairman The auditor. external the of meeting) the of part for (at least presence the in year financial past 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 25 2011 The Remuneration Committee alsoprepared the new long-term benefit plan and the remuneration report. The Remuneration Committee used the services of an external independent remuneration adviser during the financial year. The Selection and Appointments Committee consisted of Messrs Baar and Wiechers November until 17 2011, with Mr Wiechers as the Chairman; November from 17 onwards, the2011 Committee consisted of Messrs Elverding and Scheffers, with Mr Elverding as the Chairman. One 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 to and assessmentof the performance of the Supervisory Board and the Executive Board. The Committee also monitors the Executive Board’s policy on selection criteria and appointment procedures for senior management. The Selection and Appointments Committee met several times in the past financial The year. Committee members also consulted with each other a number of times outside of the context of a formal meeting. On those occasions, the members discussed the current and future size and composition of the Supervisory Board and the Executive Board. The Committee prepared the proposal for the appointment of Mr Noy as a member of the Supervisory Board and the proposal for the reappointment of Messrs Ruis and Wingerden. Van and reported to the Supervisory Board on the relationship with the external auditor.The Audit Committee was involved in the periodic process of changing the partner at the external auditor’s firm who is responsible for auditing the financial statements. The Audit Committee feels that the relationshipwith the external auditor is a good one. The Audit Committee also spoke to the Executive Board about the advantages and disadvantages of having an in-house audit department. The Audit Committee proposed to the Supervisory Board that it should not recommend an internal audit department to the Executive Board at this time for the reasons given earlier in this report. One of the considerations was that the Executive Board wishes to tighten up the Group’s risk management, as explained earlier in this Annual Report. The Remuneration Committee consisted of Messrs Baar and Wiechers with Mr Baar November until as 17 2011, the Chair; onwards, November from the 17 2011 Remuneration Committee consisted of Ms Mahieu and Mr Elverding, with Ms Mahieu as the The Chair. 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 directors and executives of equivalent rank. In addition, the Remuneration Committee proposes a remuneration report on the way in which remuneration policy has been implemented in practice. The Remuneration Committee met several 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 a formal meeting. The Committee submitted a proposal to the Supervisory Board relating to the remuneration of members of the Executive Board and to criteria for the variable remuneration The in 2012. Remuneration Committee also discussed the conditions pertaining to the remuneration of the management teams at the operating companies and the staff directors. The Committee held individual performance evaluation interviews with the members of the Executive Board as part of the assessment of the Executive Board. 26 2011 auditing the Group’s 2012 financial statements. 2012 Group’s the financial auditing for responsible auditor external as N.V. re-appointed be Accountants 2012 PricewaterhouseCoopers 25 April that on Meeting General the to put be therefore will proposal A statements. financial the of audit the for responsible is who firm auditor’s external the at partner the of change periodic the saw year financial past The 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 2011 the of Annual 2011. consideration its of part As 20 April on Shareholders of Meeting General Annual 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 figures annual the figures, semi-annual 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 –as Board Supervisory the figures, 2011 the of semi-annual discussion its and 2010 figures the of annual discussion its in Both auditor External Code. the with compliance company’s the concerning Report Annual the of 00 page on statement governance corporate the to refer Please organised. well remains governance corporate Group’s BAM Royal that convinced are Board Executive the and Board Supervisory The it. change to reason no is there that decided and year financial the during structure governance corporate the reviewed Board Executive the and Board Supervisory The 2009. 21 on April Meeting General the at shareholders the with discussed were structure that with compliance its and structure governance corporate company’s The governance Corporate Supervisory Board Supervisory 2012 7March Netherlands, the Bunnik, efforts. their all appreciates greatly Board Supervisory year. The past the in Group the to commitment great showed again once employees and management the conditions, market difficult Under future. the in 2011 confidence us gives in result the to contribution apositive made Group the of parts all almost that fact The possible. as well as crisis economic the handling to applied be must energy and attention that believes therefore Board Supervisory The 2012 in well. as conditions market difficult experience will markets home Group’s the in sector construction 2011. in The circumstances economic difficult with faced 2011. in also was crisis Group BAM Royal economic the of consequences the feel to continued markets home Group’s the in industry construction the that out point to wishes Board Supervisory The comments Final BAM Wegen, BAM Techniek. BAM BAM Wegen, Civiel, BAM Infratechniek), (BAM &Industrie Leidingen BAM Amsterdam. terminal, storage products oil Vopak 27 2011 28 2011 first of all proposed a new long-term benefit plan which which plan benefit long-term anew proposed all of first Board 2010), to 2007 Supervisory from the valid was plan (the expired had plan benefit long-term the of validity of period the Because review. under year the during Board Executive the of members of remuneration of structure and level the at detail in looked Board Supervisory The Board Executive the of members of salary Annual year. financial the during adviser remuneration independent external an of services the used Committee Remuneration The year. financial past the during times several met Committee Remuneration The Mr Elverding. and (Chair) Mahieu Ms by succeeded 2011 were they when 17 until November Wiechers (Chair) and Baar Messrs of consisted Committee The Board. Supervisory the by established rules to subject is Committee Remuneration The Board. Supervisory the of members two least at of consisting Board Supervisory the of committee apermanent is Committee Remuneration The Remuneration years. subsequent and year financial coming the for Board Supervisory the by provided policy remuneration the of summary a 2011 in contains also received and remuneration concerning information of summaries includes report year. The financial past the during practice into put been has policy remuneration the how describes Board Supervisory the from report remuneration following The 5 4 3 2 1
N.J. de Vries Vries de N.J. R.P. van Wingerden R.P. Wingerden van J. Ruis Ruis J. M.J. Rogers Rogers M.J. Consists of the annual expenses allowance (€7,500) and the insurance premium (€1,054). premium insurance the (€7,500) and allowance expenses annual the of Consists statement. income the in recognised costs pension gross the are premiums pension The see basis; annual an on paid be to remuneration variable the is This 2010. 1October from effect with annum per 2010; €610,000 1October until annum per €535,000 sterling. pound in Amount (x €1.000,–) benefits other and premiums pension remuneration, variable annual salary, annual Table 5 Fixed Remuneration report 460 460 483 2011 610 Gross salary Gross 1
460 460 460 460 554 554 420 2010 1 2 remuneration remuneration 253 253 336 2011 231 1 Variable Variable as explained in more detail in the 2010Report. the in Annual detail more in explained as €610,000, of amount aone-off as well as Group), the for charge a€61,000pension €152,500 of (plus salary fixed 2011) 1April until a (a paid was member Oosten Mr Van only Board, Executive the of members former the Of other than the compensation indicated in in indicated compensation the than other year financial the in Board Executive the of members in found be can Board Executive the of members individual the of remuneration the of A summary position. his for salary reference the with line in is which £420,000.–, to increased was 2011, salary 1 January Mr Rogers’ 2011. 1January of as of As index-linked not 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 proposing for reasons any reveal not did comparison market This abroad. and Netherlands the in companies thirty of group a peer at situation the with Board Executive the of members the of remuneration total the compare to adviser external the of assistance the with up drawn also was comparison Amarket report. this in later found be can plan new this 2011. 20 April of on Details adopted Meeting General the 40 percent in variable remuneration for 2011 for relation in remuneration variable in 40 percent awarded were Board Executive the of members The Board Executive the of members the for remuneration long-term and remuneration variable Annual tables 5 and 6. No other compensation was awarded to to awarded was compensation other No 6. 5and tables
2010 table 6 for the long-term benefit plan. benefit long-term the 6for table 67 89 74 74 3
2011 108 108 45 97 premiums premiums Pension Pension 2010 44 44 82 82 82 82 93 4 2011 tables 5 and 6. 6. 5and tables 8,6 8,6 8,6 1,0 benefits benefits Other Other 2010 8,6 8,6 8,6 1,0 5 29 2011 2 0 0 0 0 value (€) Year-end 2011 56,027 43,483 42,250 42,250 remuneration of the Executive Board members is not affected by a change of control at the company. No loans were issued to members of the Executive Board. The Supervisory Board did not see any reason during the financial year to use its extraordinary powers to adjust or reclaim variable or long-term remuneration that had already been awarded. Remuneration of the Supervisory Board members The annual remuneration for the members of the Supervisory Board, in accordance with the policy adopted at the shareholders’ meeting on 7 May 2008, is €50,000 for the Chairman, €45,000for the Vice- Chairman and €40,000 for the other members of the Board, with a bonus of €5,000 for each member who is on any of the Committees set up by the Supervisory Board, with a maximum of one bonus per member. The Chairman and the other members of the Supervisory Board receive an annual fixed expenses allowance of €3,280 and €1,640 respectively. The Supervisory Board considers that the remuneration of members of the Supervisory Board is at a level which is currently properly comparable with businesses of a similar size and nature to the Group. The company has not awarded any options or shares to members of the Supervisory Board. The remuneration of the Supervisory Board members is not affected by the company’s results, or by any change of control at the company. No loans were issued to members of the Supervisory Board. number
table 6 2 305,000 236,713 230,000 230,000 value (€) , conditional phantom shares 1 As of the award date 56,027 43,483 42,250 42,250 number emissions and a reduction in 2 N.J. de Vries M.J. Rogers J. Ruis R.P. van WingerdenR.P. Table 6 Long–term benefit 2011/2014 6 Long–termTable benefit 2011/2014 Awarded award becomes on 2 May 2011; unconditional lock-up on 2 May 2014; period up to and including 2 May 2016. Potential value based on the table used to calculate the number of phantom shares that become unconditional three years after the award. The Total Shareholder’s Return performance used in the calculation was based on the quarterly average for 2011. The ultimate TSR performance will be determined based on the quarterly average The and 2013. for 2012 the years 2011, long-term benefit paid out in cash will never be more than one and a half times the fixed annual salary on the day of the award.
the amount of waste produced. The other half of the individual non-financial objective relates to the joint objective of improving the cash flow. The conditional phantom share awards stated in were given to the members of the Executive Board under the long-term benefit plan. The company has not awarded any options or shares to members of the Executive Board, members of operating company management teams or employees. The emissions and to reduce waste. The other half of the individual non-financial objectives – depending in 2011 on the member’s portfolio – related to improving the internal organisation, the financial position of the company and implementing the corporate strategy. Variable remuneration percent of 15 was awarded to each of the members of the Executive Board for achieving the non-financial objectives (maximum variable remuneration: percent). 20 As regards the individual non-financial objective for the members of the Executive Board for the financial year half is a joint corporate2012, social responsibility objective in the form of a reduction in the number of safety incidents, a cut in CO 1 2 to the financial objectives (maximum amount of variable remuneration is 40 percent). Half of the individual non-financial objective for the members of the Executive Board consisted of a joint sustainable enterprise objective. This objective was to reduce the number of safety incidents, to cut CO 30 2011 forward for adoption at the General Meeting. General the at adoption for forward put be will policy the in changes regularly; checked be also will policy remuneration The policy. remuneration the underlying assumptions the with complies it that ensure to package remuneration the check regularly will Board Supervisory The account. into taken also are residence of country their in possibilities remuneration equivalent the Board, Executive the of members of case the In companies. large of managers senior other and directors for market remuneration general national relevant the for level acompetitive at set is remuneration departure, of points these achieve to order In objectives. long-term company’s the for relevant are which indicators non-financial including company, the to relevant are that developments other as well as results, of development the on partly based are structure and level remuneration The employer. an as Group BAM Royal in them interest to as so industries, other from those including executives, qualified highly for enterprise the of attractiveness the increasing and individuals motivating enterprise, the of value the in growth safeguarding at aimed also is policy The qualities. management necessary the and activities (international) Group’s the of experience on placed is emphasis Particular objectives. Group’s BAM Royal achieve to them motivating and people qualified retaining and attracting to geared is policy remuneration The departure of Points plan. benefit long-term anew of introduction 2011 the of 20 April on because Meeting General the by amended and 2007 8 May on Meeting General the by adopted policy remuneration the with line in year financial past the in remuneration received Board Executive the of members The website. Group’s BAM Royal on published are regulations Committee’s Remuneration The Committee. Remuneration its by recommendations of basis the on again Board, Executive the of members individual the for remuneration the determines Board Supervisory the adopted, been has policy remuneration the Once policy. remuneration the adopts formally Meeting General Group’s BAM Royal Committee. Remuneration its from advice of basis the on policy remuneration company’s the up draws Board Supervisory The policy Remuneration remuneration ratios within the 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 long-term and short limited and salary – afixed up made is package remuneration the which in way The company. the at control of achange to related are that rules remuneration any have not does company The options). (i.e. share shares to entitlements any given they are nor Group, the in working else anyone to or Board Executive the of members to shares distribute not does company The remuneration. total this for market remuneration aforementioned the of median the use to decided was It conditions. secondary other and apension improvements, for rewards long-term gives that plan aremuneration remuneration, variable salary, annual an of consists Group BAM Royal of Board Executive the of members the of remuneration total The package Remuneration between short-term and long-term 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 concerned year the in achievement the on depending level the with remuneration, variable annual for eligible is Board Executive the of member Each remuneration variable Annual 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 place take generally salary annual the in change and evaluation annual The properly. duties her or his fulfils Member Board the if years several in bridged be will salary standard the and salary starting between difference the that being principle the salary, member’s the of development the determines Board Supervisory The appointment. Board this for salary standard the than less usually is organisation BAM the from originating Board Executive the of member individual the of salary annual the appointment, Upon salary annual Fixed 31 2011 Expansionof the Mercedes-Benz Arena (60,000 spectators), Stuttgart. BAM Deutschland. The variable remuneration actually achieved is set by the Supervisory Board on the advice of the Remuneration Committee, at which point an assessment is also made of the possible results of the variable remuneration elements and their consequences for the total remuneration of members of the Executive Board. The maximum annual variable remuneration is 60 percent of the fixed part of the Board member’s annual salary, a percentage which the Supervisory Board considers at this point to be properly proportionate to the fixed element of the remuneration package. When this percentage is being set, it is designed to be in line with the relevant remuneration market and the levels of variable remuneration appropriate for senior officials of Royal BAM Group. The annual variable remuneration depends on the achievement of previously set, measurable targets which are assessable and which can be influenced. The portion of the variable remuneration that is related to financial targets is a maximum of 40 percent of the fixed part of the Board member’s annual salary. The annual result of Royal BAM Group is decisive in this regard. If the agreed annual result is achieved, the variable remuneration is 40 percent, with a proportionate reduction if the budgeted result is not achieved. If the annual result is a great deal less than the budgeted figure, this part of the Board Member’s remuneration is not paid out. A maximum of percent 20 of the annual salary is related to non-financial targets that are derived from the Royal BAM Group strategic agenda. The strategic agenda defines, among other things, objectives that stimulate long-term value creation for the shareholders, such as further growth in specific market segments, corporate social responsibility, product development, risk management (including safety), staff development and knowledge management. The position in relation to these topics is also that they are formulated and evaluated as far as possible in assessable terms. The variable remuneration consists of an annual cash payment and is paid out in the following year. 32 2011 Berger, Heijmans and Skanska (the peer group). peer (the Skanska and Heijmans Berger, Bilfinger Nedam, Ballast Beatty, Balfour BAM: to similar are which companies following the in shares of value the in development average the to compared as dividend) plus price share (i.e. improved shares BAM of value the in development is performance target The achieved. is level performance target the which to extent the on depends benefit long-term unconditional the of amount The issued. are options or shares no i.e. shares, phantom of consists award The years. five for valid remains therefore benefit Along-term period. this of end the at out paid be only will equivalent cash The years. two another for restriction atransfer to subject then are shares phantom unconditional The sufficient. is achieved performance of level the if unconditional, become shares phantom the award, conditional the after years Three shares. phantom awarded conditionally of form the in remuneration on based is plan benefit long-term This Board. Executive the of members for policy remuneration the in incorporated been also has improvements for rewards long-term gives that element A remuneration benefit Long-term Code. Governance Corporate Dutch the of introduction the since members Board Executive of agreements employment the into incorporated been all have matters These resort. alast as powers these use only would Board Supervisory The outcome. unintended and unreasonable an have would amendment without award the applying opinion, its if, in criteria performance quantified with remuneration variable of awards conditional existing the amend to power the has also Board Supervisory The shareholders. the by adopted policy remuneration the on based partly outcome, unreasonable an be would there 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 performance period. performance the for (as apercentage) Return Shareholder’s Total group peer the exceeds Return Shareholder’s Total BAM’s which to extent the on depends unconditionally awarded shares phantom of number The award. conditional the of date the after years three unconditional becomes shares) phantom (i.e. the benefit long-term awarded conditionally The date. award the preceding days trading five the over shares BAM of price closing average the by divided salary annual fixed member’s the of percent 50 to equal is awarded shares phantom conditional of number The Meeting. General Annual the after day sixth the on year every shares) phantom of (i.e. anumber benefit long-term conditional a awarded is member Board Executive each practice, In unconditional. becomes it after years two until out paid not is benefit long-term The benefit. long-term the on due tax the paying of purposes the for full in or part in out paid be benefit along-term can nor loans, any provide not will company The themselves. tax the pay to have members Board Executive The award). the after years (i.e. three unconditional become they when taxed are members Board Executive the to conditionally awarded shares phantom The Board. Supervisory the by BAM to comparable deemed be must group peer the to added be to companies Any BAM. to comparable longer no is companies group peer the of one that decides it if composition group’s peer the change to opt also can Board Supervisory The measurable. sufficiently are criteria those as soon as sustainability as such criteria other to also but alone, Return Shareholder’s Total the to linked be not should performance future that course due in decide may Board Supervisory The group. apeer with comparison involves it as relative, but absolute, not is TSR BAM’s Consequently, period. performance the during recorded TSRs quarter of end all of average the on based calculated then is development The period. performance the in quarter each of end the at recorded is average) (i.e. an group peer the and BAM both of Return) Total Shareholder’s i.e. (TSR, value share the in development The awarded. is benefit long-term the which in year the of 1 January on starting period’), ‘performance the as to (referred period year athree over assessed is Performance 33 2011 If BAM’s capital changes, the Supervisory Board will modify the long-term benefits (both before and after they become unconditional), such that the market value of the long-term benefits after modification is as close as possible to the market value before modification. The Supervisory Board is authorised to change the number of phantom shares to be awarded conditionally or unconditionally, if the Supervisory Board determines that failure to do so would lead to unreasonable results, including with respect to the remuneration policy adopted by the General Meeting. The Supervisory Board’s special powers – as stated in the last three paragraphs about annual variable remuneration – also apply to the long-term benefit plan. Only Executive Board members are eligible for the long-term benefit plan. A long-term benefit only becomes unconditional for an Executive Board member if that member is an Executive Board member on the date when the long-term benefit becomes unconditional. If the person concerned is no longer an Executive Board memberas of that date due to no fault of his/her own, he/ she is entitled to the long-term benefit pro rata. The long-term benefits of former Executive Board members in this situation are also subject to a two-year lock-up period. Former Executive Board members who are no longer members because of other reasons as of the date when the long-term benefits become unconditional will lose their right to long-term benefits which are still conditional. However, they do retain their right to long-term benefits that are unconditional, subject to the two-year lock-up period. The Supervisory Board can decide that Executive Board members appointed after the conditional award date and before December 31 of the award year will receive part of the long-term benefit awarded to Executive Board members in the year concerned. At the request of the Supervisory Board, the company’s external auditor will check the calculations carried out and conclusions reached in connection with the long-term benefit plan, in which case the external auditor’s assessment will be binding. 0 percent award 55 percent55 award percent75 award 35 percent35 award 45 percent45 award 65 percent65 award 85 percent85 award 100 percent100 award 0-5 percent: The graduated scale shown below applies. If BAM outperforms the peer group by the percentages indicated, the corresponding awards are given: < 0 percent: percent:5-10 percent: 10-15 20-25 percent: 15-20 percent:15-20 percent:25-30 > 30 percent: the(i.e. percentage indicated of the number of phantom shares conditionally awarded three years previously). This number of phantom shares is now an unconditional award, but a transfer restriction then applies for a two year period known as the ‘lock-up period’. During the lock up period, the long-term benefitamount depends only on the development of the value of BAM shares (i.e. share price plus dividend) and is therefore no longer affectedby the peer group’s performance. The company will pay out on the phantom shares that have become unconditional on the first working day after the lock-up period five (i.e. years after the conditional award). This payout is in cash at a value per phantom share that is equal to the average current rate of the BAM share during the five trading days preceding the date of the payout. The cash amount per long-term benefit paid to an Executive Board member will never exceed one and a half times the fixed salary of the Executive Board member on the day of the payout. The authority to implement the long-term benefit plan is vested in the Supervisory Board. The Supervisory Board can at all times change or terminate the scheme. If the Supervisory Board decides to terminate or make material changes to the long-term benefit plan, the next General Meeting will be asked to adopt a resolution to that effect. In exceptional circumstances and in accordance with the requirements of reasonableness and fairness, the Supervisory Board can decide to make a long-term benefit unconditional or lift the transfer restriction. In exceptional circumstances divisions, (e.g. mergers, changes in company control), the Supervisory Board is authorised to withdraw conditional and unconditional long-term benefits in exchange for a cash payment at market value. 34 2011 directors and officers in Royal BAM Group. BAM Royal in officers and directors other all and teams management company operating the of members the Board, Executive the of members the Board, Supervisory the of members the for conditions and terms market standard under insurance liability officers’ and directors’ out taken has company The Group. BAM Royal of employees former and employees all to applies also facility This offences. traffic of consisted and/or conduct culpable seriously or reckless deliberately wilful, constituted omissions or actions said unless position, their of duties the of performance the in 2005 1January after omissions or actions of respect in them against made claims against Association, of Articles the under indemnity, the by covered are Board Executive the of members former and current and Board Supervisory the of members former and Current below. out set arrangements the for except employees, other to or Board Executive the of members to like the and warrants loans, give not does Group BAM Royal insurance. liability directors’ and scheme acar insurance, accident personal insurance, disability and healthcare as matters such includes package This Board. Executive the of members the for employment of conditions secondary of package competitive a has Group BAM Royal employees, other the all for As employment of conditions secondary Other schemes. retirement early any have not does company The 2009. from effect with contributions pension the in included been have rights pension underlying of indexation trend-based of costs The (wetVPL). schemes savings life-course and pension pre- retirement, early concerning Parliament of Act the of introduction the following employees comparable all for Group BAM Royal within date that from applicable as 2006, 1January from effect with arrangements transitional and scheme pension new the to subject are Board Executive the of Members participants. the from contributions and contributions defined on based schemes surplus with possible, wherever adopted be will regulations sector the pensions, to respect With Pension indefinite period. indefinite an for is appointment their honoured; be will effect into came Code Governance Corporate Dutch the before appointed were who Board Executive the of members with agreements contractual The years. four of period a for appointed are Board Executive the of Members employment of contracts and appointment of Period governance. See See governance. corporate good of requirements the and legislation prevailing practice, current case, the of circumstances the account into taking pay severance the of amount the determine will Board Supervisory the redundant, made is amember pay. such If severance regarding provision a include not do 2004 1January before appointed Board Executive the of members of contracts employment The circumstances. certain in unreasonable or undesirable considered be may way that in accrued rights Reducing industry. construction the in unusual not are company same the at employment of periods long that fact the of because made was provision This time. of period along for Group BAM Royal by employed been has concerned member Board the if payment ahigher on decide can Board Supervisory The salary. annual his twice of amaximum of payment aseverance for eligible be will member Board that Board, the on term first his of expiry the following or during redundant made is who Board Executive the of amember for unreasonable clearly is that If salary. year’s one be will payment severance maximum the 2004, 1January after appointed member aBoard of contract the terminates company the If employment. of acontract as company the and Board Executive the of members between relationship employment the classify to possible be longer no will it future the in because company, the and Board Executive the of members between relationship the change will soon law become to expected is that legislation proposed New continued. were Ltd UK Construct BAM with contract employment his in out set rules the appointment, Rogers’ Mr On contracts. employment in periods notice on rules statutory the with line in director the by given be to notice the of length the twice is company the for period notice The adirector. for suitable as months three of period anotice regards company The member. the for months three and company the for months six of period anotice have Board Executive the of members The period. indefinite an for are Board Executive the of members of employment of contracts The table 7. table 35 2011 payment Severance Not agreed max. 2 years’ salary max. 2 years’ salary maximal €800,000.– minimal €600,000.–; for the Director 3 months 3 months 3 months 3 months Notice period for the 6 months 6 months 6 months 6 months company Notice period type Contract Indefinite Indefinite Indefinite Indefinite Remuneration policy for 2012 andRemuneration policy for 2012 subsequent years The remuneration policy described above will remain in effect in the financial and subsequent year2012 years. No material changes are planned in the remuneration policy in the coming period. Bunnik, the Netherlands, 7 March 2012 Supervisory Board 4 years 4 years 4 years Period of Unlimited appointment 1 2 1 Date of 28.05.1998 07.05.2008 07.05.2008 07.05.2008 07.05.2008 21.04.2009 appointment Year 1971 1979 1977 1988 employed 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 anyother rights to one-time payments. The company has rules relating to the possession of and trading in securities; these rules also include regulations for members of the Executive Board and the Supervisory Board relating to the possession of and trading in securities other than those issued by the company. These rules are published on the company’s website. Securities rules N.J. de Vries M.J. Rogers J. Ruis R.P. van WingerdenR.P. Refers to first appointment. Refers to reappointment; first appointment: 07.05.2004. Table 7 ContractsTable of employment/appointments of members of the Executive Board
1 2 36 2011 He joined SHV Holdings in 1999, where he he 1999, in where Holdings SHV joined He 1999. 1993 until from Corporation LeasePlan at member Board Executive an as employed subsequently was He Europe. Northern President and controller European auditor, internal of positions the held successively he where 1993 Bunge, Royal at until 1974 from employed was He accountant. achartered as trained was Scheffers Mr (1948), Vice-Chairman Scheffers H. Board. Supervisory the of Chairman 2011 in 2011Board November in and as Supervisory the to appointed was Elverding Mr Gak. Instituut Stichting of Board the of member FrieslandCampina; Royal of Board Supervisory the of member Holdings; SHV of Board Supervisory the of member ING; of Board Supervisory the of Vice-Chairman Q-Park; of Board Supervisory the of Chairman Océ; of Board offices Other capital. Company’s the in shares any own not does and nationality Dutch holds He 2007. in retired 1999. in Elverding Mr Board Executive the of Chairman 1995 became and in Board Executive DSM the to appointed was He affairs. general and resources human for responsibility with Group DSM the of parts different in positions management various in serving DSM, joined Elverding Mr 1985, In resources. human for responsibility assuming Bijenkorf, De of team management 1981, In the joined he positions. resources human various in Bijenkorf, De and Nederland Chemie Akzo at work to going before sector healthcare the in career his began 1972, in he graduating After Amsterdam. of University the at Law studied Elverding Mr P.A.F.W. (1948), Chairman Elverding : Chairman of the Supervisory Supervisory the of : Chairman Particulars of the Supervisory Board members Particulars of the Supervisory 2011. November 2007 to from Board Supervisory the of Vice-Chairman was Baar Mr 2009. and 2005 in 2001 re-appointed in and Board Supervisory the of as amember appointed was Baar Mr company. the in shares any own not does and 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 Van Wijnen 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. Board. Supervisory the of Vice-Chairman 2011 November in and 2009 in as Board Supervisory the to appointed was Scheffers Mr Nederland. Hewitt Aon of Board Supervisory the of member Capital; NPM of Committee Investment the of member BANK; KAS Administratiekantoor Stichting of Directors of Board the of member Kluwer; Wolters of Board Supervisory the of member Scotland; in Made of Board Supervisory the of member FrieslandCampina; Royal of Board Supervisory the of member Holding; Flint of Board Supervisory the of Vice-Chairman Industries; Aalberts of Board offices Other company. the in shares any own not does and national aDutch is 2007. in Scheffers Mr retired he until Board Executive the on CFO was : Chairman of the Supervisory Supervisory the of : Chairman appointed in 2004 and 2008. and 2004 in appointed re being before 2000 in Board Supervisory the to appointed first was Dekker Mr (MCO). Centre Music Broadcasting Netherlands the of Board Supervisory the of member aconsultant; as positions several sector; healthcare the in positions several KBW; Continuïteit Stichting at member Board Executive Ctac; Continuïteit Stichting at member Board Executive Baak; De at member Board Executive Agens; of offices Other company. the in shares any own not does and national a Dutch is 2010. to Dekker 2004 Mr from NIRIA) (KIVI Netherlands the in Engineers of Institute Royal the of President was Dekker Mr 2003. in age retirement reached he until position that held He TNO. of Board Executive the of Chairman became 1995In Dekker Mr 1995. until held he that aposition Directors, of Board the of Chairman as Holding GTI of management the joined 1981 Dekker Mr In Nigeria. in a subsidiary of Manager General and Manager Project International becoming before production and research of area the in worked he where Nederland Chemie Akzo at 1964 in career his began He physics. engineering in adegree with Technology of University Delft from graduated Dekker Mr (1939) Dekker J.A. : member of the Advisory Board Board Advisory the of : member Left to right: P.A.F.W. Elverding, H. Scheffers, A. Baar, J.A. Dekker, C.M.C. Mahieu, K.S. Wester and W.K. Wiechers.
C.M.C. Mahieu (1959) in 2005. became Chairman of the Executive Board of Ms Mahieu graduated cum laude in Mr Wester is a Dutch national and does not the PNEM-MEGA Group and in December economics from the University of own any shares in the company. 1999, after the merger with EDON, he Amsterdam in 1984. She began her career at Other positions: Member of the Supervisory became Chairman of the Executive Board of Royal Dutch Shell where she held various Board of Aarding Management; member of Essent, which was the position he held until management positions in human resources, the Supervisory Board of Iv-Groep; member his early retirement in 2003. communications and corporate strategy. of the Advisory Board of NYSE Euronext Mr Wiechers is a Dutch national. After several years working as a consultant, Exchange Council (Amsterdam). Other offices: Chairman of the Supervisory including for Spencer Stuart, Ms Mahieu Mr Wester was appointed to the Supervisory Board of Brabant Life Sciences Seed Funds joined Royal Philips Electronics as Senior Vice Board in 2011. (BLSF); member of the Algemene 37
President Corporate Human Resources in Energieraad [General Energy Council]; 2011 2003. She took up her current position as W.K. Wiechers (1940) Chairman of the Commissie van deskundigen Global Head of Human Resources at Aegon in Mr Wiechers graduated in technical physics benchmarking nucleaire veiligheid KCB September 2010. Ms Mahieu is a Dutch from Delft University Technology. He began [Committee of Nuclear Safety Benchmarking national and does not own any shares in the his career in 1966 at KEMA in Arnhem where Experts for KCB (Borssele Nuclear Power Company’s capital. he held a number of positions, including Station). Other positions: Member of the Supervisory Head of the Electrical Approvals Division, Mr Wiechers was appointed to the Supervisory Board of HagaZiekenhuis hospital; member Deputy Director and Director. In 1987 Board in 1999 and re-appointed in 2003, 2007 of the Supervisory Board of Jeugdformaat; Mr Wiechers joined the Board of Directors of and 2011 (in 2011 for a period of one year). member of the Supervisory Board of PNEM (Provinciale Noord-Brabantse Mr Wiechers was Vice-Chairman of the Bakkersland; member of the Advisory Board Electriciteits-Maatschappij) and he remained Supervisory Board from 2004 to 2007 and of the Management Development Office on the Board until 1997. In 1998 Mr Wiechers Chairman from 2007 to November 2011. (ABD) of the Ministry of the Interior. Ms Mahieu was appointed to the Supervisory Board in 2011.
K.S. Wester (1946) Retirement schedule for the Supervisory Board Mr Wester studied civil engineering at Delft University of Technology. After graduating in Year of Year of Year of Current 1969, he worked briefly for Fugro as a As of January 2012 appointment re-appointment retirement term 1 geotechnical engineer. He then took a P.A.F.W. Elverding 2011 2015 1 position at Costain Blankevoort and later at H. Scheffers 2009 2013 1 Ballast Nedam, working in the United A. Baar 2001 2005, 2009 2013 3 Kingdom, the United Arab Emirates and J.A. Dekker 2000 2004, 2008 2012 3 Kuwait. In 1981, he returned to Fugro, where C.M.C. Mahieu 2011 2015 1 he held various management positions K.S. Wester 2011 2015 1 before being appointed to the Fugro W.K. Wiechers 1999 2003, 2007, 2011 2012 4 Executive Board as a member under the Articles of Association in 1996 and going on 1 Members of the Supervisory Board are appointed (and re-appointed if applicable) to become Chairman of the Executive Board for a period of no more than four years. 38 2011 appointed as a construction director in 1989 in director aconstruction as appointed 1981. in was He management project into moving to prior projects, industrial and pharmaceutical major on working engineer planning was position initial Rogers’ 1979. in BAM Mr joining before Kingdom United the in companies engineering civil and construction medium-sized with career his of part early the spent Rogers Mr (FICE). Engineers Civil of Institution the of Fellow a and (FCIOB) Building of Institute Chartered the of aFellow is He Building. of College Hertfordshire the at Studies Building in Diploma National ahigher gained Rogers Mr (1955) Rogers M.J. Bouw. de voor Arbitrage van Raad Stichting of Directors of Board the of member Handelskamer; Duitse Nederlands- of Directors of Board the of member Nederland; Commerce of Chamber International the of Directors of Board the of member (NABU); buitenland het in belangen met aannemers Nederlandse van Vereniging offices Other national. 2010. aDutch is He October in Board Executive the of Chairman as appointed was 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 his by 1995 in followed was which 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 1977. in Technology of 1977 In Mr University Delft 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. Chairman : Member of the Board of of Board the of : Member Particulars of the Executive Board members R.P. Wingerden van J. Ruis J. 1 Rogers M.J. Vries de N.J. 2012 January of As Board Executive the for schedule Retirement Officer). He is a Dutch 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 offices Other national. aBritish is He 2009. in BAMGroup Royal of Board Executive the of member a became Rogers Mr Ltd. Nuttall BAM of CEO became he 2007 In 2002. in director managing became and 2001 in UK Construct BAM of board main the to promoted 1995. in was He director 1992 regional and in director associate an becoming before for a maximum four-year period since 2004. since period four-year amaximum for applicable) where (re-appointed appointed been have Board Executive the of members New : member of the CBI CBI the of : member appointment Year of 2004 2009 2008 1998 Platform. Renovatie Nationaal of Board the of member Saan; Royal of Board Supervisory the of member Energieneutraal); (Gebieden GEN of Board Supervisory the of Chairman Bouw; Vernieuwing platform industry construction independent the of member Nederland); (Bouwend Federation Infrastructure and Construction Dutch the of Governors offices Other national. aDutch is He 2008. since Group BAM Royal of Board Executive the of amember 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 1994. in Management of Twente School at MBA his completed 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 Technology of University Delft from engineer acivil as graduated Van Wingerden Mr (1961)R.P. Wingerden van R.P. Wingerden. and van Ruis J. Rogers, M.J. Vries, de N.J. right: to Left re-appointment : member of the Board of of Board the of : member Year of 2008 appointment Four years Four Four years Four Four years Four Unlimited Period of Period 1 39 2011 (7.6) (7.6) (3.0) (3.0) 87.2 87.2 15.3 33.7 33.7 25.9 25.9 2010 (30.3) (30.3) (64.7) (64.7) 206.2 (128.2) (108.3) (108.3) - ( 1.7) ( 1.7) 2011 34.4 72.8 (31.0) (99.2) 150.7 158.7 126.0 256.7 (106.0) Impairments Operating result Finance income Depreciation/amortisation of tangible and intangible fixed assets Finance expense Result The Group’s net result for the two years breaks down as follows: €1 million)(x Operating result before depreciation/amortisation and impairments Result from associates Resultbefore tax Taxes Taxes Minority interest Operating revenue in construction and mechanical and electrical services fell, in particular at theBritish and to a lesser extent also at the Belgian non-residential construction company. In the Netherlands and Germany there was a slight increase in operating revenue. The civil engineering sector recorded strong growth in operating revenue compared Earnings with 2010. went up in the Netherlands, the United Kingdom and Belgium in particular, owing to a number of large projects that were in progress. Operating revenue decreased in Ireland and Germany. The increase in the property sector largely concerned the Dutch market and was due especially to the sale of a substantial number of homes from the supply of unsold property and good progress in current projects. Operating revenue also went up in the United Kingdom. In Ireland, operating revenue fell to zero. The Belgian property company recorded lower operating revenue in than in 2010. 2011 The increase in operating revenue in the PPP sector was related to the increased number of projects in the construction phase. Operating revenue in the consultancy and engineering sector went up slightly. Net result 311 210 593 (621) 2010 7,611 3,459 3,659 674 223 508 (709) 2011 7,920 3,834 3,390 Report by the Executive Board Executive the Report by 1 million) Result before tax 2011: €158.7 million €25.9 €158.7 Result (2010: before tax 2011: million). Operating revenue to up €7.9 by 4 percent in 2011 billion). billion €7.6 (2010: Profit margin before tax: percent 2.0 percent 2.0 (2010: (before tax and impairments)). million). million €15.3 €126.0 (2010: Net result 2011: Proposed dividend per ordinary of €0.16 share with stock alternative €0.03 or stock (2010: alternative). Order book: billion). billion €10.4 (year-end €12.1 2010: Construction and Mechanical and Electrical Services Royal BAM Group posted operating revenue of €7,920 which is an increasemillion in of €309 2011, million million). 4 percent)(up compared (€7,611 with 2010 Operating revenue increased in all sectors with the exception of construction and mechanical and electrical services.The increase was almost entirely organic and was primarily due to less severe wintry periods and a number of large PPP and civil engineering projects that were in progress. The effects of exchange rate differences and takeovers on the increase in operating revenue were small. Operating revenue is divided as follows across the sectors: € (x Across the board, the Group companies – given the market conditions – recorded solid performances in The course of business2011. in the various sectors is explained elsewhere in this Annual Report. Operating revenue Course of business • • • • • • Financial results Civil Engineering Property Public-Private Partnerships (PPP) Consultancy and Engineering Less: intercompany sales 40 2011 reflect the result in relation to revenue. to relation in result the reflect sectors is shown in in shown is sectors various the over tax before result the of distribution The sector by Results sector. property the in recognised were 2010 in impairments than (€15.3 when higher million) 2011 for result considerably net was the €126At million, impairments). before (2010: 2percent turnover of 2 percent is result aforementioned the on based margin profit The 2011 2010. in to fell compared results the Germany), and Netherlands the in (primarily engineering civil and Kingdom) United the in particular (in construction In PGGM. with venture joint the to sold were that projects the of because improved also results partnerships 2010 public-private The (a€59.7 of million). loss in than better significantly was result this million), €23.4 2011 in result (a of loss operating anegative recorded still sector property the 2010. in Although recognised was €127 of million impairment an which in sector, property the in especially occurred improvement The million). 2010 in than (€25.9 higher considerably therefore 2011 in was tax and €158.7 was before million result The Table 8 Results by sectors by Table 8 Results Eliminations and other and Eliminations Consultancy and engineering and Consultancy Public-private partnership Public-private Property Civil engineering engineering Civil Impairment Property Impairment Group interests interests Group Group costs Group Total sectors Construction and mechanical and electrical services electrical and mechanical and Construction (in € Net result Net Minority interest Minority Taxes Result before tax and impairments Property impairments and tax before Result Dredging activities Operating million) table 8 below. The percentages percentages The 8below. table
contracts for PPP projects and concession income. concession and projects PPP for contracts maintenance of consists primarily post-2016. work This period the for contracts in billion €2.9 over includes book order Group’s the addition, In years. five next the for orders the comprises book order aforementioned The figures. absolute in expressed when reduction aclear is but terms, 2010 relative in year-end at as situation same the is This book. order the 2012 in for already is revenue operating expected the of percent 80 nearly Accordingly, years. subsequent in 2012 in billion out €4.6 and carried be will work of worth billion €5.8 that expected is it book, order total the Of being. time the for funding private find to impossible proved it because Ireland in cancelled was project building road aPPP addition, In Kingdom. United the in both projects, property commercial in delay the and projects (hospital) large of anumber of cancellation the to due partly was reduction 2010. in than The lower considerably was acquisitions order new of level The policy. contracting a selective 2011 year-end by (2010:€10.4 billion €12.1 to due billion) (14 €1.7 by to shrank billion percent) book order The book Order Result 170.4 126.0 158.7 128.0 (23.4) (10.9) (31.5) (31.0) 15.2 10.5 91.9 76.2 30.7 (1.7) - - 2011
Revenues 6.8% 2.1% 2.4% 2.2% 1.6% 2.2% 2.0% Neg. %
(127.0) Result 102.6 102.6 160.8 152.9 122.6 (59.7) (10.6) (27.6) 13.6 15.3 30.3 (3.0) (7.6) (1.8) 3.5 2010
Revenues 6.5% 1.1% 2.8% 3.0% 0.2% 2.0% 2.1% Neg. % 41 2011 The net cash position, i.e. the balance of cash and cash equivalents minus current bank loans, was million €1,008 million). (year-end December €913 as at 31 2010: 2011 This balance was boosted by €200 millionin 2011 because of the sale Oord. of Van Partof the cash balance represents Decemberas at 31 2011 the Group’s share in the €205million in cash and cash equivalents held by joint ventures and other forms of partnership (year-end million). €215 2010: The interest-bearing debts million amounted as to €2,191 (year-end December €2,271at million) 31 2010: and 2011 the million net debt (year-end position 2010: was €1,178 million). The€1,357 majority of the debt consists of non-recourse PPP loans andnon-recourse project funding million),(€1,234 recourse project funding (€354 million), a senior loan (€360 million) and a subordinated loan (€200 million). The reduction in the debts was due to a reduction in recourse project funding as a result of the scaling down of property positions, and due to the classification of part of the non-recourse PPP loans as liabilities held for sale as a consequence of the proposed sale of a number of projects to the joint venture with PGGM. On the other hand, the debts increased because of the growth in PPP loans on current projects. The recourse net debt position (excluding non-recourse debts), which is part of the leverage ratio in the bank covenants at Group level, stood at €56 million as at having fallen31 December compared 2011, to year-end million). debt (net of €112 2010 The non-current assets decreased and amounted in 2011 to €2,229 €2,560 million (2010: December as at 31 2011 million). The reduction reflects mainly the sale of the minority interest in Oord Van and the disposal programme of PPP contracts. As at year-end 2011, the GroupAs at had year-end three 2011, credit facilities at its disposal: the subordinated loan (€200 million), the bank loan (€360 million) and the senior facility million). (€475 The senior facility was not used (year-end at year-end 2011 the Group complied ditto). In 2011, 2010: with the covenants agreed with its lenders ditto). These (2010: facilities were refinanced in January The new credit 2012. facilities consist of a subordinated million loan of €125 with a term years of 5½ and a bank loan of a maximum of €500 million (4-year term withan option to extend by another The year). reduction of the credit facilities is partly linked to the improved balance sheet ratios, due in part to the sale Oord. of Van 112 913 311 311 7,134 2010 1,100 1,357 1,302 2,271 2,560 21.0% 18.2% (56) 621 2011 1,178 1,162 7,218 2,191 1,008 1,362 2,229 21.9% 18.9% Solvency excluding PPP Recourse net debt position Net operating capital (excluding cash and cash equivalents and current liabilities) Shareholders’ equity Capital base Non-current assets Balance sheet total Solvency Interest-bearing debts Net debt position Financial position €million)(in Net cash position Dividend policy and proposed dividendfor 2011 dividend a achieve endeavoursGroupto BAM Royal andbetweenpercent ordinary distribution on of 30 shares Generalprofit. the net proposal Thethe to of percent 50 in April2012 25 on held Shareholders be Meetingof to €0.16 of 2011 dividend for cash a declare to Amsterdamis in €0.03 ordinaryalternative(2010: per stock with share proposala The corresponds to dividend). stock or cash net the on based percent approximately 30 of ratio payout dividendThe returnon million. €126 of 2011 for result the on percent,based thereforeordinary 4.9 is shares percent). 0.7 (2010: 2011 for price closing The number of ordinary shares ranking for dividendordinary for rankingof numbershares The at as million approximately 232.9 to 2011 in increased thedividend option and stock the to owing 2011, year-end still were convertiblethat preferenceshares of conversion outstanding.further present,no convertibleAt preference outstanding.remain shares outstanding of number 2011 ordinary average The in shares million 232.4 to previousyear the to relation in increased outstanding of number ordinary average The shares. shares with accordance in adjusted was rightsissue 2010 the before share. per result net the compare to possible it make IFRS to outstanding of number average the bringsadjustment This per result net The shares. million 204.2 to 2010 for shares Now €0.08). (2010: €0.54 amounts to 2011 ordinary for share convertedbeen convertiblehave the preference shares that differencemorebetweenresult no net any the is there full, in per result net dilutedfully ordinary the per and share ordinaryshare. Result per ordinary share 42 2011 is well above the lower limit of 15 of limit percent. lower the above well is 2011 which 2010:31 December percent), 23.8 (year-end at as 25.7 percent reach to increased also covenants, bank the with accordance in ratio the solvency, Recourse 21.0 percent). 2011 2010: 31 at as 21.9 December (year-end percent at standing well, as increased partnerships public-private excluding 2010 (18.2 year-end Solvency at percent). position 2011, the than 31 at as December higher is which 18.9 at percent stood base capital the on based Solvency equity. shareholders’ the in increase the as same the virtually was base capital the in increase the result, a As 2011 in repurchased. or converted all were million) (€1.7 2011. shares in change not did preference The which loan, subordinated the comprises only base capital the equity, shareholders’ aforementioned the from Apart effect. limited a had increases rate 2010 for exchange and distribution dividend The million). (a€73 of loss accounting hedge of 2011 effect for result negative (€126 the and million) net the are equity shareholders’ in changes principal 2010 (€1,100 year-end at position The the million). to compared 2011, 31 at as increased December having €1,162 at stood million equity shareholders’ Group’s The €160 million. approximately to amounted capital operating in increase the on factors one-off these of effect (Tebodin)). total The activities of cessation and PGGM with venture joint the to transferred be to projects (PPP sale for held assets of classification the to due 2012, in partly and contracts PPP for payments milestone of anumber including factors, one-off to due 2011 in partly capital was operating in increase 2011 2010:31 December €311 (year-end The million). at as €621 million at stood liabilities) current and equivalents cash and cash (excluding capital Operating BAM Utiliteitsbouw, BAM Techniek. BAM Utiliteitsbouw, BAM Amsterdam. Museum, Maritime National the of Renovation therefore €88 million (year-end 2010: €104 million). (year-end million €88 therefore was partnerships public-private in investment net total Group’s The 2010: million). €27 (year-end associates non-consolidated and SPVs these in liabilities and assets other to regard with made was €16 of million investment anet addition, In 2010: million). €77 (year-end 2011 million 31 at as €72 December was position net the 2011 Therefore 2010: million). €942 (year-end 31 at as December million €991 at stood and amount acomparable by increased loans PPP (non-)recourse 2011 year-end at as (2010: €1,019 related The million). €1,063 million to amounted component) short-term the (including assets PPP financial and intangible total The sale. for held assets as classified were million €78 worth 2011 December in (€213 receivables and million), PGGM with venture joint the to projects three of transfer the from resulting decreases are there hand, other (2010: the On €241 million million). €403 of amount anet involving repayments), minus granted (new loans activities PPP current of progress the reflects primarily increase 2010: The million). €765 (year-end million 2011 in €879 increased to receivables PPP total The Tebodin. to relating goodwill the and concessions PPP both of sale’ for held ‘assets as reclassification aforementioned the to due entirely almost was 2011 year-end at decrease (2010: The million). €850 million €734 was assets intangible the of value book The million). (2010: €97 million €95 to amounted depreciation and (2010: million) €68 million €57 to amounted investment 2011, In (2010: million). €374 to €409 million net slightly fell equipment and plant property, of value book The Tebodin. of sale the by and PGGM, with venture joint the to transferred be to projects PPP several of sale’ for ‘held 201131 December classification the by at as influenced were positions sheet balance Various positions sheet (other) of balance Development 43 2011 employer’s contributions to the pension funds are higher than the pension costs calculated on an actuarial basis. The total balance sheet position for provisions (long- term and short-term) increased million to €137 (2010: million). The€130 increase is related to the dividend guarantee arranged upon the sale Oord of Van On the(€15 million). other hand, there is a decrease in guarantee and reorganisation provisions. The balance of the deferred tax positions on the balance sheet is a deferred tax asset of €73 million (year-end million). €108 The decrease2010: is almost entirely due to the recognition of part of the deferred tax as an immediate tax asset. This net investment decreased because of the aforementioned transfer of projects to the joint venture with PGGM and the classification as assets held for sale. Additionally, the Group had net investment commitments in the December as at amount 31 2011 million). At present million €153 of €165 the (2010: Group’s order book contains 36 PPP contracts 31), (2010: including two preferred bidder contracts of which contracts 21) are22 (2010: operational. The book value of the participating interests fell to €19 million), primarily €211 million (2010: as at year-end 2011 because of the sale of the participating interest in Van Oord. As regards projects for third parties, the Group’s balance sheet includes December as at 31 projects 2011 in progress with a total balance of million €437 (year-end million). €452 The2010: balance consists of €936 million (year-end €901 million) 2010: owed to clients and €499 million €449 million) (2010: receivable from clients. grossAs investments December at 31 2011, in property development amounted million to €1,492 (year-end €1,540 million). The2010: reduction is primarily related to the scaling down of property positions in the Netherlands. Project funding for property development fell more and sharply stood at in €595 2011 million as at (year-end December €709 million).31 2010: From 2011 this amount, a total of €372 million relates to non- recourse loans (year-end €402 million) 2010: and €223 million to recourse loans (year-end €307 million). 2010: The net position (gross investment minus funding) as at was €897 millionyear-end 2011 (year-end €831 2010: million). The assets for pension rights, minus provisions for employee benefits, amounted to €37 million at year-end At there year-end was 2010, still liability a 2011. of €9 million. The change to an asset is due to the fact that the Oman Botanical Garden, Muscat. BAM International. 44 2011 • • aware: are they as far so in that, declare Board Executive the of members the Act, Supervision 5:25c(2)(c) Financial Dutch the of Article and Code 2:101(2) Civil Article Netherlands the of under obligations statutory their with accordance In Act Supervision Financial Dutch the with accordance in Declaration the parent company. parent the facing risks main the describes report annual the and statements, financial company’s parent the in included been have data the which for company, parent the with associated companies the at and company parent the at 2011year the during financial business of 2011 course 31 on the December and situation the of picture fair and atrue provides report annual the and companies; consolidated the and company parent the both of result the and position financial liabilities, assets, the of picture fair and atrue provide statements financial the relation to its own growing portfolio of PPP projects. PPP of portfolio growing own its to relation in including services, these for demand increased the to responding continue can it that so capacity management facility its strengthening is Deutschland BAM buildings. residential as well as office and retail for management property and services domestic services, equipment technical provides company The people. forty approximately employs and million €4 approximately of turnover annual an has Services Facility MR Munich. near Hallbergmoos, of GmbH Services Facility MR in capital share the of 75 percent acquired – management facility in specialises which subsidiary Deutschland BAM –the GmbH Dienstleistungen Immobilien- BAM date, sheet balance the After expertise. Group to supplement valuable a as Group the to Carmans of addition the considers and ahead years the in opportunities good offering continue to market rail Belgian the expecting is BAM Kingdom). United the and Ireland Belgium, in companies Group local with works also which builder railway Dutch (BAM’s Rail BAM with and infrastructure) rail including infrastructure, other and roads building in specialises which company operating (BAM’s Belgian Betonac with Belgium in closely work will Carmans employees. fifteen approximately has company the and million €5 approximately is turnover annual 1982. Carmans’ –since Belgium of part Dutch-speaking the in especially – equipment accompanying the installing and lines railway laying in specialised has Spoorwerken Carmans shares. the owned management The 2011. 9February on Belgium in Alken of nv Spoorwerken Carmans in shares the of all acquired nv Group BAM Royal Acquisitions disposals and Acquisitions price of €200 million, the receipt of an ordinary dividend dividend ordinary an of receipt the million, €200 of price purchase the comprises amount This million. €238 was Van Oord in interest the with 2011year connection in financial the in BAM by received cash in amount total The period. five-year a for guarantee adividend to relates risk This €15 million. 2011 in of risk the aprovision for took BAM provided, were that guarantees the Given million. €200 was price purchase The Rinkelberg. and Breedinvest Janivo, companies investment Dutch the and Cobepa company investment Belgian the of consisting a consortium to Van Oord company dredging the in share 21.5 percent its 2011, sold Group December 22 On BAM Royal Disposals 45 2011 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. 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 from this 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 principle risks Corporate governance The Supervisory Board and the Executive Board are responsible for the company’s corporate governance structure and for compliance with that structure. The main aspects of this corporate governance structure are set out in the Annual Report every year and are published on the company’s website. 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 explanation given below of how the company complies with the Dutch corporate governance code. The full text of the Code can be found at www. commissiecorporategovernance.nl. of €16 millionof €16 and a super dividend paid of €22 million. The Executive Board of Royal BAM Group is very pleased with this transaction. BAM’s minority interest in the Van Oord dredging company originatedfrom the sale of the dredging activities to MerweOord in 2003. As part of that sale, it was agreed that BAM could sell its minority interest in Oord Van starting in 2008. This transaction is in line with the updated strategic agenda presented on in which November BAM17 aims 2011 to enhance the focus on core business and also strengthen the financial position. After the balance sheet date, Royal BAM Group has reached agreement to sell consultancy and engineering firm Tebodin to Bilfinger Berger. The transaction has a total cash consideration of approximately million. €145 BAM and Bilfinger Berger expect to close the transaction in the second quarter of 2012. 46 2011 majority of the votes cast. votes the of majority asimple require Board Executive the of membership for Board Supervisory the by proposed candidates regarding Meeting General the by Decisions Association. of Articles company’s the in stated formalities the with accordance in fit, deems it as Board Executive the on seat vacant the fill to free then is Meeting IV.1.1 General the provision case which in Code, the of practice best with line in non-binding, a proposal render can Meeting General the However, appointment. for nominees regards as proposal a(binding) make to right the has Board Supervisory The Meeting. General the by appointed are Board Executive the of Members Group. the of nature international and size the given especially circumstances, today’s in appropriate considers Board Supervisory the that anumber is which members, five or four of consist can Board Executive company’s The website. company’s the on published are which of both scheme, awhistleblowers’ and conduct of acode operates also company The website. company’s the on published been have rules Board Executive The Council. Works Central the and shareholders the Board, Supervisory the with relationship its and operates Board Executive the how of details the down laying Board, Supervisory the by approved rules of aset to subject is Board Executive The II.1.5 Code. the of provision in to referred as reporting, financial of risks the on Board Executive the by astatement contains Report Annual the in section risk The taken. has Group the that measures risk-management the with along Report, 123 Annual page the of 57 and page on detail greater in discussed are risks These positions. liquidity and interest debtors, credit, currency, projects, safety, reputation, market, to relating risks on primarily focused measures specific implemented also has Group the measures, risk-management general Besides instructions. and procedures internal of form the in measures risk-management general implemented has Group The planned. are that improvements significant any and made were that changes year, significant any financial the during identified were that systems control and management risk internal the in shortcomings significant any and year financial the during risks principle the to relation in systems control and management risk internal of operation and organisation the strategy, company’s the to related policy adopted by the shareholders for the coming coming the for shareholders the by adopted policy remuneration the of asummary and elements, various the into subdivided Board, Executive the of members the of remuneration total the of details contains also year. 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 again once 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 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 Meeting General Annual first the of conclusion the after retire They years. four than more no of aperiod for appointed are Board Executive the of members Code, the to Pursuant Vice-Chairman. as Board Executive the of members the of one appoint can and Chairman as Board Executive the of members the of one appoints Board Supervisory The aquorum. for requirement the without votes the of majority absolute an by taken be can decision the case which in Board, Supervisory the by forward put is dismiss or suspend to proposal the unless capital, issued the of third one least at represents majority that providing votes, the of majority absolute an by taken be only can Board Executive the of amember dismiss or suspend to Decisions Board. Executive the of members suspend to power the has Board Supervisory The Board. Executive the of members dismiss or suspend can Meeting General The capital. issued the of third one least at represent must majority that but cast, votes the of majority absolute an require Board Supervisory the by proposed not are who Board Executive the of membership for candidates about Meeting General the by Decisions 47 2011 of appointment is a maximum of one year’s salary if or, this is clearly unreasonable, a maximum of twice the annual salary. If the new member of the Executive Board comes from within the company, the company reserves the right to take rights accumulated within the Group into account when determining the level of severance Thispay. provision was made because of the fact that long periods of employment at the same company are not unusual in the construction industry. Reducing rights accrued in that way may be considered undesirable or unreasonable in certain circumstances. The employment contracts of members of the Executive Board appointed before 1 January 2004 do not include a provision regarding severance In such pay. an event, the Supervisory Board will assess the amount of the severance taking pay, into account the circumstances of the case, current practice, prevailing legislation and the requirements of good corporate governance. The company has a long-term benefit plan for members of the Executive Board in the form of a benefit component consisting of ‘phantom The shares’. company does not have any share or options plans, and there are no serious intentions to introduce such plans. If the company ever decides to introduce them, the Code’s recommendations will be followed. The company does not provide any personal loans or guarantees to members of the Executive Board, managers or any other employees. The Group has the usual indemnity and insurance arrangements in relation to normal company business, and these arrangements cover members of the Executive Board, managers and the other employees. Principles 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 on the part of 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 Supervisory Board’s approval procedure. financial year and the subsequent financial years. As part of the report by the Supervisory Board, the remunerationreport isincluded in the Annual Report and it is also published on the company’s website. The Supervisory Board determines the remuneration of the members of the Executive Board, within the framework of the remuneration policy, based on a recommendation by the remuneration committee. The premise when determiningthe variable portion of the remuneration for members of the Executive Board is that it should be linked to predefinedobjectives that are assessable and that can be influenced, with a responsible balance between short-term and long-term focus. The Supervisory Board analyses the possible results of the variable remuneration components and the consequences for the directors’ remuneration. The Supervisory Board determines the level and structure of this remuneration on the basis of scenario analyses, taking into account remuneration ratios within the Group, and in doing so considers financial and non- financial indicators which are relevant to the Group’s objectives. Apart from an annual variable component, the remuneration package of members of the Executive Board also includes a remuneration plan that rewards long-term improvements. In the information on variable remuneration to be stated in the remuneration report, the company strives to achieve a proper balance between transparency on the one hand and not revealing information that may help competitors on the other hand. In cases where the variable remuneration is awarded on the basis of inaccurate (financial) data, the Supervisory Board can adjust the variable remuneration accordingly and the company is entitled to reclaim part (any of) the variable remuneration paid to a director on the basis of incorrect (financial) information. The Supervisory Board also has the power to amend the existing conditional awards of the variable remuneration by quantified performance criteria in if, its opinion, applying the award without amendment would have an unreasonable or unintended outcome. The Supervisory Board would only use these 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 Code. The payment for members of the Executive Board if they are dismissed during or after the expiry of the first term 48 2011 members, which is a number that the Supervisory Board Board Supervisory the that anumber is which members, seven to five of consist can Board Supervisory The website. company’s the on found be can rules Board’s Supervisory The Council. Works Central the and shareholders the Board, Executive the with relationship its and operates it how of details the down laying rules of aset to subject is Board Supervisory The Board. Supervisory the by report the in included is place took discussions these that Astatement systems. those to changes significant any as well as systems, control and management risk internal the of operation and organisation the of assessment Board’s Executive the business, the to connected risks principle the and strategy the discusses Board Supervisory ayear, the once least At year). third (every conditions parameter related the and plan strategic the of approval and ayear) (set once year financial following the for goals financial and operational the with plan operational the setting letter, management that to follow-ups and letter management auditor’s external the report, auditor’s the reports, half-yearly and quarterly proposal, dividend the shareholders, with relationship the responsibility, social corporate resources, human assets), fixed regards as and disposals and acquisitions regards as (both investments major as such subjects includes also meetings Board Supervisory for agenda The warranties). and investment capital equivalents, cash and cash statement, income and sheet balance reports, (quarterly question in year the for plan operational the on based reporting financial and proceedings) legal and claims major areas, problem projects, special tenders, major book, (e.g. order affairs of state general the including subjects, of anumber discusses Board Supervisory the Board, Executive the with meetings periodic its At supported. are Board Supervisory the to relating provisions practice best and principles The assessments. its in responsibility social corporate considers also Board Supervisory The other. each against stakeholders various the of interests justifiable the weighing enterprise, related the and company the of interests the by guided is too, Board, Supervisory The Board. Executive the advise to also is Board Supervisory the of role The enterprise. related the and company the of affairs general the and policies Board’s Executive the of supervision exercise to is Board Supervisory the of duty The Board Supervisory policy and of behaving in a critical and independent 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 Meeting General Annual the at shareholders the with discussed was which aprofile, created has Board Supervisory The 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 Meeting General The opinion. its give to opportunity the had has Council Works the once Board Supervisory entire the dismiss may Meeting General The it. reject still may 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 candidate recommended the rejects Board Supervisory the If Board. Supervisory the of membership the of third one of respect in recommendation of right extended an has Council Works The proposal. anew up draw must Board Supervisory the case which in Board, Supervisory the by forward put candidates the reject can Meeting General The Board. Supervisory the by made proposal the in inclusion for candidates recommend to entitled are Council Works the and Meeting General The changes). any of event (and the up in drawn first is profile the when Council Works the with and Meeting General the with profile the discusses Board The profile. the of basis the on made being recommendation that Board, Supervisory the of recommendation the on Meeting General the by appointed are Board Supervisory the of members The Group. the of nature international and size the given especially circumstances, today’s in appropriate considers 49 2011 to comments by the external auditor; compliance with laws and regulations and with its own code of conduct; regard to members of the Supervisory Board and members of the Executive Board; the Executive Board and a profile of the Supervisory Board; of the Supervisory Board and members of the Executive Board; Board and members of the Executive Board; membership of the Supervisory Board of another listed company; with the acceptance of other positions by members of the Supervisory Board. compliance with recommendations and the follow-up the audit process and the audit plan; the relationship with the external auditor; the process through which the company monitors policy in respect of tax planning; the application of ICT; Group financing, and the financial and administrative organisation. selection criteria and appointment procedures with the size and composition of the Supervisory Board and assessmentofthe performance ofindividual members (re-)appointment of members of the Supervisory an Executive Board member’s acceptance of possible conflicts of interest arising in connection • • • • • • • • 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 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. One of the tasks of the Selection and Appointments Committee is to make proposals to the Supervisory Board with regard to: • • • • • • The Committee also monitors the Executive Board’s policy on selection criteria and appointment procedures for senior management. the operation of the internal risk management and control systems; the provision of financial information by the company, including the financial statements, the quarterly figures and the process through which this information is generated; manner with regard to the other members of the Supervisory Board and the members of the Executive Board.The members of the Supervisory Board must carry out the tasks of the Supervisory Board as specified by law and by the company’s Articles of Association and they must be able to give the Executive Board solicited and unsolicited advice. Other, specific criteria applied by the Board to its composition are a general, broad-based understanding of business, knowledge of the construction industry, experience in the management of large, preferably international companies and expertise relating to issues with a social dimension and concerning society at large. The Supervisory Board appoints one of its members to be chairman, and another to be vice-chairman to act in the chairman’s place as the occasion demands. The Board has among its members a financial expert with experience in both the financial and accounting disciplines at a large legal entity. The company will provide an introduction programme for directors appointed to the Supervisory Board for the first time as referred to in provision III.3.3. This provision will also be met by arranging working visits to the Group’s operating companies and through presentations by operating companymanagers for the Supervisory Board. TheSupervisory Board hasthree permanent committees, namely an Audit Committee, a Remuneration Committee and a Selection and Appointments Committee. The rules and the composition of these committees can be found on the company’s website. The composition and role of these committees are in line with the relevant provisions of the Code. It is the task of the committees to support and advise the Supervisory Board concerning the activities that are the committees’ responsibility and to prepare the Supervisory Board’s decisions regarding those activities. The Supervisory Board as a whole remains responsible for the way in which it performs its tasks and for the preparatory work carried out by the committees. The committees submit reports on all their meetings to the Supervisory Board. The Audit Committee’s assessments include: • • 50 2011 insurance to cover members of the Supervisory Board. Supervisory the of members cover to insurance indemnity professional usual the out taken has Group The Board. Supervisory the of members to guarantees or loans personal any issue not does company The sense. broad the in industry construction the in suppliers or advisers subcontractors, as operating companies includes This sectors. associated in or operates Group the where sectors in operate which Netherlands the in established companies listed by issued shares in transactions and of ownership their report Board Executive the of and Board Supervisory the of members party, third independent an by undertaken not are transactions the If shares. in transactions and of ownership on rules BAM the in included are rules These companies. other by issued are shares those if Board, Executive the of members and Board Supervisory the of members by shares in transactions and of ownership regards as rules prepared has company The interest. of conflicts possible of event the in taken be should action what detail in out set rules Board Supervisory The Board. Supervisory the of members the to equally apply Board Executive the with connection in above out set matters The supported. are interest of conflicts to relating provisions practice best and Principles prior to the meeting and placed on the company’s company’s the on placed and meeting the to prior days forty-two than later no published are discussed be to documentation and agendas meetings, shareholders’ convening Notices meetings. shareholders’ in process decision-making the in part take possible as shareholders many as that important very be to it believe Board Executive the and Board Supervisory The Liffe. NYSE of exchange option Amsterdam the on traded also are options share Ordinary Amsterdam. in Euronext NYSE on listed are shares ordinary The present). at (not issued shares Fpreference and B Class and shares ordinary of consists capital company’s The held. share every for cast be may vote One rights. voting limiting provisions any have not does Group BAM Royal cooperation. company’s the with issued been have company the in shares for receipts depositary No shares. for receipts depositary of issue the concern provisions best-practice ensuing the IV.2 and Principle Shareholders. of Meeting General the and shareholders the to regard with Code the of IV Chapter in provisions practice best and principles the supports company The Shareholders will then be answered by the company at the 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 aproxy, give to opportunity the shareholders its offers company The electronically. proxy a 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 requires 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 Parliament of 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 an includes also website The website. 51 2011 substantiate the request, not later than sixty days before the day of the meeting. In addition, shareholderswho represent at least percent 10 of the company’s issued capital are entitled to call a shareholders’ meeting. The General Meeting is asked each year to authorise the Executive Board – subject to the approval of the Supervisory Board – to issue shares or share options. This authorisation is limited in time to a period of eighteen months. It is also limited in scope in respect of ordinary shares and Class F preference shares percent to 10 of the issued capital, plus an additional percent, 10 which additional percent 10 may be used exclusively for mergers and acquisitions by the company or by operating companies. The General Meeting of Shareholders is also asked – subject to the approval of the Supervisory Board – to exclude or limit pre-emptive rights to issued shares and to exclude or limit the issuing of ordinary share options. The Shareholders’ Meeting is asked each year to authorise the Executive Board for a period of eighteen months to repurchase shares in the company, within the limitations imposed by the law and the Articles of Association. Every request for the granting of such an authorisation is put separately to the shareholders. The company’s policy on reserves and dividends and a proposal to pay a dividend are discussed as separate agenda items at the General Meeting. Prior approval from the General Meeting is required for decisions concerning any important changes in the identity or nature of the company or the business, including the entire or near-entire transfer of ownership of the business, entry into long-term partnerships that have a significant effect on the company and acquiring or disposing of a participating interest worth at least a third of the amount of the assets recognised on the consolidated balance sheet. In the event that a serious private bid has been announced for part of the business or a participating interest, and that bid is worth at least a third of the amount of the assets recognised on the consolidated balance sheet, the Executive Board will publicly announce its standpoint in respect of the bid, together with its reasons, as soon as possible. Resolutions to amend the company’s Articles of Association may be adopted by the General Meeting by a simple majority of the votes cast in response to a proposal by the Executive Board withthe approval of the Supervisory Board. Material amendments to the Articles of Association will each be submitted separately to the General Meeting. Shareholders are entitled to put items on the agenda of shareholders’ meetings. Shareholders who on their own or jointly represent percent at least 1.0 (i) of the issued capital, or shares (ii) worth €50 million, can place items on the agenda of the General Meeting if the company receives a written request to that effect (‘written’ can mean an electronic message), including reasons to Sporen in Arnhem: modernisation and expansion of Arnhem station(platforms, roof, new track, viaducts, noise barriers). BAM Rail, BAM Civiel, BAM Infraconsult, BAM Infratechniek, BAM Utiliteitsbouw, BAM Wegen (in joint venture). 52 2011 price-sensitive information be provided by mistake mistake by provided be information price-sensitive any Should manner. unambiguous and aclear in provided is information the that ensure they –and market the on known already is it not or –whether information relevant all regarding date to up fully are officers and directors These press. the or analysts investors, to speak will director, relations public the or manager relations investor the of assistance the with Board, Executive the from Officer Financial Chief the and/or Board Executive the of Chairman the arule, As firms. rating credit of exception the with reports, such publishing or writing for nor reports, analysts’ for investigations out carrying for parties to fees any pay not does company The fact. of matters for except them, correct or comments add nor advance, in analysts by valuations or reports analysts’ review not does company The company. the at business of course overall the about press the of members or analysts investors, with conversations any conducting about reticent extremely be will company the report half-yearly and quarterly each of publication the to prior weeks three and report annual each of publication the to prior weeks six For presentations. published previously and these between difference amaterial is there where website company’s the on published are parties third to given presentations Financial website. company’s the on published are like the and seminars roadshows, of locations and dates All webcast. are and press the to open are meetings Shareholders’ telephone. by or Internet the via everyone to open are figures quarterly and half-yearly annual, the of publication the with connection in calls conference and meetings analysts’ and press All law. the under exceptions to subject so, do to endeavours company The information. equal and transparent providing of importance the endorse Board Executive the and Board Supervisory the Code, IV.3 the of Principle in stated as information of provision the regards As website. company’s the on published are item, agenda by down broken votes, the of results the meeting, shareholders’ each after days calendar fifteen Within Code. the in stipulated as shareholders, to provided are meetings shareholders’ on Reports vote. a 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 Meeting General the by authorisation or approval for A proposal provided on page 188 of the Annual Report. 188 Annual the page of 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 to issued was option A call shares. Bpreference Class issuing for facility the has 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 acompeting from request any discuss immediately will Board Supervisory the and Board Executive the and company, the in shares for offer any concerning process the in time good in and closely involved be will Board Supervisory II.1.9 The Code. the of provision in specified as period aresponse invoke can Board Executive The website. company’s the on published been has policy This press. the and analysts investors, shareholders, with contacts bilateral on policy ageneral has company The immediately. issued be will release apress press, the or analysts investors, shareholders, with contact any during Supervisory Board at which the financial statements and 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 arecommendation 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 Meeting General Annual the at present be will auditor external the that emphasised be should It supported. also are auditor external the of performance the of assessment and remuneration appointment, role, the regarding provisions practice best 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 practice best and principles The auditor the of role the and reporting Financial 53 2011 retail 2 office space, rental 125 and 2 Approximately metres-high 130 ‘De Kroon’ apartment building in The Hague (2,300 m space, 8,000 m 128 owner-occupied apartments). BAM Utiliteitsbouw (in joint venture). the half-yearly figures are discussed. The external auditor reports the same information from his findings in respect of the financial statements to both the Executive Board and the SupervisoryBoard. The external auditor is also present when the Audit Committee discusses the financial statements, the half-yearly figures and the quarterly figures. The external auditor may also attend other meetings of the Audit Committee, subject to asking the Chairman of the Audit Committee for permission to attend in advance. The external auditor receives the financial information on which the quarterly and half-yearly figures are based and isgiven the opportunity to react to that information. The partner in the external audit company who performs the required audits is allowed to audit the Group’s financial statements for a maximum of seven consecutive years. The Supervisory Board and the Executive Board are convinced that Royal BAM Group’s corporate governance is well organised. The corporate governance structure described above was discussed with the shareholders during the General Meeting April on 21 2009. The company will always submit any substantial changes in the main features of the corporate governance structure to the General Meeting for discussion purposes. 54 2011 determined and published by the European Central 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 be must that amount the to below stated percentage the applying by calculated shares, preference Bcumulative 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 A brief 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 divided, is capital company’s the which into shares the to attached are statute under arising those from apart rights No structure. capital Capital structure Capital 2004. 21 April dated Union European the of Council the and Parliament European 2004/25/EC the of number 10 Directive of Article implementing 2006 5April of Decree the of provisions the to relate explanations and information following The Directive 10 Takeover ofthe Article on Decision CPS = Non-Convertible Cumulative Preference shares Preference Cumulative =Non-Convertible CPS shares Preference Cumulative =Convertible CCPS 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 of outstanding shares in 2011 in shares outstanding of Table 9 Number Shares in issue as at 31 December 2011 31 at as December issue in Shares shares preference of Conversion shares preference of Withdrawal issue rights shares of Issue 2011 1January at as issue in Shares 232,937,569 231,765,736 Ordinary 440,711 731,122 100.0% 99.6% 0 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 acertain 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 or and/ 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 year. and If 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 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 Association, of 32(6) Articles the of Article of provisions the of consideration due with sub-series, and series acertain of share preference financing each on distributed be will adividend possible, if Subsequently, government loans issued by the Kingdom of the 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 -346,276 346,276 CCPS's 0.0% 0.2% 0 0 0 -473,275 473,275 CPS's 0.0% 0.2% 0 0 0 232,937,569 232,585,287 -473,275 731,122 94,435 100.0% 100.0% Total 55 2011 6 May 2011 Date of last Wmz notification 16 November16 2010 31 December31 2008 19 November19 2009 5% since5% table 10. October 2005 February 1992 Interest above November 2010 December 2002 9.4 5.0 5.6 10.2 Total 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 Act has now been subsumed within the Financial Supervision Act. See depositary receiptsissued with the company’s cooperation, 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 Executive Board for the transfer of Class B and Class F preference shares. 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 alternative in 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 that 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 B preference shares, nor renounce the voting rights relating to them, without permission from the company. Please refer to pages et seq. 189 of the Annual Report with regard to the reasons behind protecting the company and the manner in which this is done. (As a percentage ) ING Groep A. van Herk Delta Lloyd Governance for Owners LLP Table 10 InterestsTable of 5 percent or more according to the AFM register of substantial shareholdings The company has no limitation, under the Articles of Association or by contract, on the transfer of shares or Limits on the transfer of shares Series FP5 to FP8 The dividend percentage will be equal to the average of the EURIBOR ratesfor money market loans with a maturity months of – weighted 12 according to the number of days for which these rates prevailed – during the financial year for which the distribution is made, plus two percentage points. The abovepercentages may be increased or reduced by an amount of no more than three hundred basis points. The abovepercentages apply for the following periods: series FP1 and FP5: five years; series FP2 and FP6: six years; series FP3 and FP7: seven 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 above provisions will be added to the reserves. The part of the profit that remains thereafter is at the disposal of the General Meeting, subject to the provision that no further dividends will be distributed on the preference shares and with due consideration of the other provisions of Article of the 32 Articles of Association. Netherlands with a remaining term matching asclosely as possible the term of the series concerned, as published in the Euronext Prices Lists, plus two percentage points. 56 2011 cooperation, or (ii) restricting the voting rights. voting the (ii) restricting or cooperation, company’s the with issued receipts depositary of or shares of transfer the (i) restricting for reasons provide might which and shareholders company’s the of one involving agreements any of aware not is company The agreements Shareholders’ cooperation. company’s the with issued shares for receipts depositary of holders to accorded rights the have Code, Civil Dutch the 2of Book 89, or 88 Articles of terms the under who, individuals also and cooperation company’s the with issued receipts depositary of holders mean to understood is this bearer, or named whether holders, receipt depositary or receipts depositary of holders mention Association of Articles company’s the Where meetings. shareholders’ at aproxy as acknowledged being of purpose the for intimation to relation in provisions usual the contain Association of Articles company’s The rights. voting of exercising the on restrictions no are There meetings. shareholders’ at vote one of casting the to entitlement provides company the in share Each rights Voting plans. option employee or share employee any have not does company The plan option employee or plan share Employee rights. control special any to subject not are divided is equity company’s the which into shares The rights control Special legislation and regulations. A more detailed description description detailed Amore 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 amore provides Board Executive the by report the of seq. 45 et page on governance’ ‘Corporate headed section The recommendation. of right the having Board Supervisory the with Board, Executive the of members the appoints also Meeting General The Board. Supervisory the from recommendation a on based Board, Supervisory the of members the appoints Meeting General The structure. two-tier amitigated operate to law by obliged is company The Board Executive the of members and Board Supervisory the of members of dismissal and Appointment approved by the Supervisory Board. Supervisory the by approved and Board Executive the by forward put proposal a of basis the on Meeting General the by passed be only may company, the dissolve to or Association, of Articles the amend to year. Resolutions every authorisations these grant to asked is Meeting General the principle, 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 2011 20 April on granted held 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 10 to 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 2011 ordinary issue to 20 April on held Meeting General the by authorised was Board Executive The governance’. ‘Corporate headed section the in report, Board’s Executive the of seq. et 45 page on found be can duties Board’s Executive the of public bid for the company. the for bid public a from resulting employment of termination on payment aseverance for providing company the of employees or directors with concluded been has agreement No employment of contracts in clauses Change-of-control 10 Takeover Directive. the of Article on Decree 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 A change-of-control 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 agreements important in provisions Change-of-control 57 2011 Project-based work Work in the construction industry is largely carried out in projects which vary in type, size, complexity, term and a number of other features. This results in a wide range of different risk profiles for individual projects. The industry as a whole exhibits a certain imbalance (‘asymmetry’) between risks and results. The upward potential of a profitable project is often more limited than the downward potential of a loss-making project. As a result, the Group needs to have a strong project organisation system that is close to the projects and operates in the markets concerned. This translates into a significant regional presence and a decisive role for project teams and project managers. Control framework Because of the project-based nature of the work, the Group has a decentralised structure in which operating companies work in specific sectors and geographical areas within the activity matrix and are close to the projects. The operating companies are run by management teams that report to the Executive Board. Both the management teams and the Group’s Executive Board are supported by staff departments with functional relationships in between. Risk and risk management 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 common to the industry. The Group applies a strict policy designed to identify therisks clearly and to control them as effectively as possible. This policy is explained in this section. Activity matrix The Group operates in an industry that follows the general economic trends – although often with a certain amount of delay. The resulting situation varies from sector to sector and country to country, depending on topics such as whether BAM works for public or private sector customers. Royal BAM Group decided to spread its activities across several sectors and geographical areas (in what it calls the ‘activity matrix’) partly in order to reduce the risk profile. The activity matrix is assessed on a regular basis and being amended if necessary. BAM Civiel. Spijkenisse, the Netherlands. N218 HartelN218 canal cycle bridge (600 metres), TV recording studio installations, DutchView’s Westergasfabriek Studio, Amsterdam. BAM Techniek. 59 2011 Market risk Royal BAM Group generates income in various geographical markets,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. Consumer confidence in the housing marketis one of the factors that determine the state of the property sector and – to a lesser extent – the construction and mechanical and electrical services sector as a whole in the Netherlands. The debates about whether mortgage interest should be tax-deductible and about the affordability of owning own one’s home arekey factors that affect consumer confidence. There are structural vacancy levels on the commercial property market, especially where office space is concerned. These issues can result in an increase in the stock of unsold units and impairments on the property portfolio. The control measures implemented to reduce the risks are described under project risks. The effects of the economy on the Group’s turnover are limited in many cases – especially in the infrastructure sector – because the contracts in question are awarded by government bodies. The Group has also benefited further because of recent government incentive schemes in the form of additional spending. Government bodies External auditor’s management letter on internal control systems as in previous years,In 2011, the external auditor audited and tested several aspects of the Group’s internal control systems. The auditor’s main finding is that the quality of the internal control systems at the Group’s operating companies is generally good and developing in a positive However, theway. external auditor also feels that some improvements are required in the internal control systems of a limited number of the Group’s operating companies. In addition, the auditor advised the Group to focus its attention in particular on the outsourced application management of a software package that is widely used within the Group. Besides general control 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 either below or on of the page financial 123 statements, along with the control measures that the Group has taken. geographical areas of operation – and, on the other hand, they also show a significant number of joint, Group-wide elements. General control measures The Group’s risk management and control In line with the Group’s control framework, risk management is largely placed within the individual operating companies as part of their policy-related and operational processes. As an additional measure, the Group operates an in-house control framework based on COSO (the Committee of Sponsoring Organizations of the Treadway Commission), which focuses on the reliability of financial information. Risk management philosophy On the one hand, the operating companies are very diverse – in relation to their specific sectors and systems involve the use of various instruments.One general control instrument consists of instructions from the Group to the management of the operating companies. These instructions set out such matters as limits for commitments with regards to investments and the acceptance of new projects. These guidelines also define the powers invested in the operating company managers and lay down quality requirements for fundamental control measures. These management instructions are reassessed annually and modified if necessary. A second general control instrument consists of the guidelines for the organisation of the financial reports compiled by the operating companies, and for the procedures to befollowed in connection with those reports. A third general control instrument employed by the Group involves budgeting, reporting and (internal) audit systems. The entire Group uses uniform guidelines and accounting policies, which serve as thebasis for all financial and management reporting. As part of the extensive quarterly reports, which include detailed monitoring of theforecast results andresults already achieved by the operating companies, the operating companies provide interim reports on any deviations from the expected financial results and movements in cash positions, supply of work, turnover and results. 60 2011 Group’s intranet site and on its website. its on and site intranet Group’s the on found be can they example, For procedure. whistleblower the and conduct of code the both to access easy have Employees reprisals. of fear without matters such report to able are they that and work, at wrongdoing suspected on whistle the blow to able are employees that important be to it believes Group The scheme’. a‘whistle-blower has also Group the conduct, of code the to addition In reported. be must and can conduct of code the of breaches whom to officers, compliance own their have too, companies, operating The integrity. involving issues to respect with advice provides and conduct, of code the with compliance promotes who Officer Compliance Central a appointed has Board Executive The revisited. regularly is subject the activities, day-today of part fundamental a integrity make to order In subcontractors. and suppliers as such partners, business and clients of respect in care with act to and agreements honour to fairly, act to required are employees All Conduct. of Code Integrity Group’s the in affirmed is position basic This contracts. of execution and acquisition the to respect with particularly regulations, and rules other and statutory local with complies and values and standards accepted generally to adheres accordingly Group The enterprise. the of continuity the ensuring for essential is Group BAM Royal in place employees and partners construction lenders, shareholders, principals, that confidence The reputation to Risk working. already is Group the which on or bidding is Group the which for contracts PPP of number the in increase the by shown is This flows. cash predictable more generate that contracts long-term on emphatically more even focusing by climate economic the to sensitivity its limit to aims Group The altogether. cancelled and/or postponed expected, than less worth being contracts in result can cutbacks The measures. austerity financial following countries home Group’s the of many in contracts on back cut to pressure under currently are prevent accidents, occupational illnesses and injuries. injuries. and illnesses occupational accidents, prevent to required measures the implementing at aimed apolicy has therefore and particular in sites construction on injuries of arisk is there that aware is Group The employees. its for conditions working healthy and safe to importance of deal agreat attaches Group BAM Royal risks Safety management system could be improved. be could system management safety the where areas highlight also audits The Board. Executive the by down laid guidelines the with accordance in are systems management safety companies’ operating the whether monitor to out carried are Audits Awareness Safety comply. must systems management safety own their which with aframework with companies operating provides guideline management safety AGroup-wide methods. working safe about instructions proper with employees providing and systematically projects preparing designs, sensible using by possible as much as controlled are risks safety and Health described on page 67 of this Annual Report – in order to to order –in Report Annual this of 67 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 project the of 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 in 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 and subcontractors clients, to as well as schedule work the and period construction the permits), building and conditions site (including location equipment, and plant materials, construction safety, aspects, contractual and financial to related be may Uncertainties terms. quantitative in and qualitative in both factors, risk the assess companies operating the project, any to Prior risks Project 61 2011 project). Royal BAM Group mitigatesthe resulting risk associated with construction partners by only entering into joint ventures with solid and solvent partners. However, if the risk presented by the partner is still considered too great, either before or during the construction phase, the Royal BAM Group operating company will require other guarantees which can take the form of a bank guarantee or of the partner leaving sufficient cash invested in the joint venture. Operating companies minimise the payment risks associated with the execution of projects by means of payment schedules that are contractually agreed in advance.These contracts ensure as much as possible that payments made by the client at least match the cost incurred on the completed portion of the work. In the case of projects carried out in emerging markets and developing countries, adequate security is agreed or export credit insurance is taken out before the start of the project to cover the political and payment risk. 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. 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. 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 active in commercial property – pre-letting is not common practice. Instead, the inventory risk is minimised by implementing a system of phased project execution. Given the date when work will begin on the project, the book value of purchased land reflects no more than the current market value. 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 , cooperation and management of price risks to work well, suppliers need to be involved in the project from an early stage. This cooperation is set out in framework contracts ensure that it consistently and effectively attracts talented employees and continues to provide them with challenges and development opportunities. In order to limit legal risks, the legal documentation requiredfor the projects isbased on standard documents as much as possible. Where a non-standard contract is used, Royal BAM Group lawyers will assess the contract beforehand. Standard contracts include clauses stating that any increase in wage and plant and equipment costs during the construction period can be passed on to the client. Clients can also buy off these risks. In the construction sector it is usual for the operating company of the construction company that has won the contract to have to issue a guarantee as collateral for proper execution of the project. This guarantee may be provided by the parent company, or alternatively by external parties such as banks or surety institutions. Royal BAM Group has stringent procedures to guarantee that the contractual terms and conditions of guarantees comply with the company’s specific guidelines. Over percent 75 of Royal BAM Group’s annual turnover comes from work done by suppliers and subcontractors. These parties have a major impact on the projects, both in financial and technical terms. The Group aims to maintain good relations with suppliers and subcontractors in order to ensure that the construction process runs smoothly. Cooperation should also minimise the overall costs and at the same time produce a high quality product. For which contain agreements about fees and conditions (such as delivery times, invoicing, risks and bonus discounts). Project-specific orders can then be placed under the framework contracts. The operating companies’ broad range of expertise and experience allows Royal BAM Group to independently and successfully carry out large-scale projects. Nonetheless, it can be advantageous – also from the point of view of spreading the risks – to work in a joint venture when dealing with larger projects. In the Netherlands this usually involves establishing a general partnership legal (a form in which all parties arejointly and severally liable for mutual commitments connected with the performance of the 62 2011 Wayss & Freytag. Early in 2005, AGIV was declared declared was AGIV 2005, in Early &Freytag. Wayss of respect in commitments its of AGIV by fulfilment claimed –successfully 2002 November since HBG owned –having Group BAM Royal court, German the before proceedings legal In 2003. after &Freytag Wayss towards obligations its fulfil to failed AGIV income. rental acertain guaranteed been had buyers the where 1997 before from projects development &Freytag Wayss concerned guarantees These &Freytag. Wayss by given guarantees rental over taking AGIV involved sale the of Part HBG. to &Freytag Wayss company construction German the sold Estate Real 1996 of AGIV end the At below. briefly given are Group BAM Royal involving proceedings legal major of examples Some employees. its for training providing and programmes quality implementing by proceedings legal such avoiding towards effort of alot devotes Group The paid. be will question in amount the that certain reasonably is it unless capitalised not principle in are parties third against pending has Group the that claims Financial substance. in lacking completely is question in claim the unless Group, the against made is claim afinancial where proceedings legal of case the in taken usually is Aprovision proceedings. legal of number a in involved is too, Group, BAM Royal proceedings. legal in ending adiscussion avoid to impossible is it cases some in However, concerned. all of satisfaction the to concluded are discussions these of Most work. the for level quality required the and date completion the work, less/more e.g. projects, construction for arrangements financial the about discussions in involved are industry construction the in working Companies risks Specific brokers. insurance professional with discussion of subject afrequent is coverage insurance Group’s BAM Royal out. taken also is cover liability adequate that and policies those in covered actually are policies insurance central the in included be can that risks construction-phase all that ensures specialists of Adepartment strategy. management risk Group’s BAM Royal of part important an is Insurance Insurance concessions. with connected risks specific the assessing properly for and projects new acquiring for both Group, the within available experience and know-how the of utilisation the optimise to 2004 in incorporated was company PPP. BAM of operating This management the by assisted is Board Executive the contracts, Ingenieurbau is a one-third partner in the consortium 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 acounterclaim 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 with faced 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 these of settlement The shareholder. AGIV aformer against one including actions, legal of anumber commenced has receiver The suspended. been have AGIV against pending proceedings legal the aresult, As bankrupt. 63 2011 Currentestimated risk profile The Group sees the current and the predicted economic and financial circumstances in Europe as the main negative factors in its current estimated risk profile. These circumstances are putting pressure on output and prices in the construction industry, resulting in pressure on the Group’s return on investment. Furthermore, the Group’s financial position (the operating capital) is under pressure because clients have fewer opportunities and are less willing to pre-finance projects. Another effect of the difficult circumstances on the financial markets is the pressure on borrowing as regards to both the availability and the cost of loans. This applies to both property and project loans. There is also pressure on the Group’s balance sheet financing and guarantee lines. The Executive Board is satisfied with the refinancing of the in early credit 2012 facilities for a five-year period until 2017. In practice, there has proven to be sufficient PPP financing still available for the projects for which BAM submits a bid (almost exclusively projects where the payment is based on availability). However, the conditions attached are an increasing burden. The Group’s financial position – in particular its debt position – is closely related to its extensive property holdings because of the increased risk posed by the substantial pressure on the value of the underlying assets (land, projects, plans). The current estimate also indicates an increased risk profile with regard to the Group’s primary processes, in particular sourcing and carrying out projects. This estimated increased risk is mainly due to the aforementioned market pressure. Increasing pressure on prices is causing customers to shift more and more risks to the contractor, adding in turn to the imbalance (‘asymmetry’) in the sector. Another factor causing the risk profile to grow is the increasing complexity of new contract types in particular (but also of the traditional contract types as well). A somewhat increased risk profile has alsobeen estimated for human capital because of the fact that the primary processes are carried out by people. Having sufficient numbers of qualified employees available is and will remain extremely important to the Group. carrying out this project but was not directly involved in the work being done at the site of the accident. The customer has instituted a judicial inquiry (known as a Beweisverfahren) before the district court (the Landgericht in Cologne). As partof these proceedings, a number of specialists are investigating the cause of the accident. Their investigation is expected to take some time. Only once their investigation is complete will it be possible to determine whether the consortium is in any way responsible for the accident. The German Public Prosecution Service is also carrying out its own investigation to determine whether any criminal offences may have been committed. The damage to property is considerable and the parties involved have claimed under several different insurance policies. The Group is assuming, as matters currently stand, that no substantial adverse financial consequences for the Group will result from thisevent. BAM Nuttall designed and built a guided busway in Cambridge (United Kingdom). A difference of opinion arose with the client about the delay in the execution of the contract and about additional work that had been carried out. The client believes that the damage sustained as a result of the delay should be paid for by BAM Nuttall. The client believes it paid too much and is demanding reimbursement of the excess amount. Until that amount is paid, it is withholding amounts from invoices submitted by BAM Nuttall for work carried out. BAM Nuttall disputes this viewpoint and is demanding payment of the withheld amounts. The client took the dispute The to size court of the claim in lodged mid-2011. by the parties against each other runs into several tens of millions of euros. The Group is assuming, as matters currently stand, that no substantial adverse financial consequences for the Group will result from these legal proceedings. In 2002, the European Commission commenced an investigation into possible competition-law infringements in connection with the market conduct of several firms in the bitumen sector, both on the production side and on the procurement side. One of the company’s operating companies is involved in this investigation, as a purchaser of bitumen. In September 2006, the European Commission confirmed infringements of competition law and imposed fines on the companies involved. The fine pertaining to the Group operating company concerned amounts to €20.7 million and is fully covered by provision. An appeal has been lodged against the imposition of this fine. 64 2011 • • • A further A further environment. competitive and complex achanging, in activities new and demands customer objectives, strategic with up keeping process, adynamic is management Risk management risk of intensifying Further apart from further further from apart planned, are systems these in changes significant No year. 2012 the in financial properly work not will systems control risk and management risk the that indications no are there that conclude to reasonable therefore year. is It financial current the or 2011 year financial the in consequences material have might that operated they how or systems these in found were shortcomings no and review under year the during properly operated systems control and management risk The systems control and management risk of Assessment an example. an is management risk of optimisation aforementioned The expanded. or improved being systems the in result may it and Board Executive the for issue important an remains systems control and management risk internal Optimising improvements. further need do systems control and management risk the and themselves, present will risks no that guarantee cannot Group The above. described • follows: as management risk up tightening is BAM announced. were figures Q3 2011 the when quarterly update strategy the in stated as areas, focus key Group’s the environment. changing this in skills and competences employee accompanying of development the from benefiting on process primary the in focus be will there Finally, improvement. of culture acontinued and implementation acquisition, selection, project related process primary the improve to order in shared and developed be will practices Best competition. and complexity increasing of aresult as process primary the in management risk on focus Group-wide further be will There measures. control general the of part as system the in embedded be will instrument This identified. are improvement for potential and risks which in method assessment auniform introduced has BAM companies. operating Group’s the by out carried being currently activities the complement to and systems management level to facilitate further further facilitate to level Group at position management arisk created has BAM intensifying intensifying of BAM’s risk management is one of of one is management risk BAM’s of intensifying of risk management as as management risk of of the risk risk the of Board. Supervisory the and Committee Audit the with discussed was risk of subject the on section this that states further Board Executive The misstatements. material any contain not do reports financial the that assurance of degree areasonable provide risks controlling and managing for intended systems internal the that risks, reporting financial the regards as considers, Board Executive the statements, above the on Based 65 2011 Integrity (doing business in an honest manner); Customers (customer satisfaction); Communication with the neighbourhood (good contacts with the local residents); Employees: health and safety; Employees: equality and diversity; Employees: education and training; Supply chain partners (promoting sustainability in the supply chain through cooperation); Business principles BAM has divided its business principles into twelve sustainability themes. The BAM Business Principles are the basis for developing and implementing policy and procedures. The principles relate to: 1. 2. 3. 4. 5. 6. 7. Operating companies and their employees are focussing on all of these areas by implementing the principles of corporate social responsibility in countless areas on a daily basis and by translating the Group’s expertise in sustainability into concrete projects. An increased focus on sustainabilityrequires an integrated approach, taking into account the long term throughlife-cycle costing (integrality). Against this background, BAM is working with numerous partners in the construction process on new and sustainable forms of cooperation. The Group offers customers sustainable alternatives in the form of concepts developed by BAM, such as the zero-emission road, the (recently award winning) ‘W&R all-electric Groenwoning’ energy-efficient, (i.e. comfortable and affordable homes) and ‘passive offices’. Royal BAM Group’s efforts to promote sustainability are increasingly being recognised by the outside world. For example, BAM has been included in the Ethibel Excellence Investment Register and the Group is also part of Triodos Bank’s investment universe. Royal BAM Group incame the Transparency ninth in 2011 Benchmark ranking list published by the Dutch Ministry of Economic Affairs and was also the fastest climber – finishing in eighth place – in the survey conducted by the VBDO (Dutch Association of Investors in Sustainable Development) into socially responsible supply chain management. Nevertheless, BAM believes that further development of its sustainability policy is still needed. The Group has drawn up the BAM Business Principles based on its strategic agenda in order to embed an awareness of sustainability issues in the organisation. The principles were agreed with representatives of the Group’s main stakeholders.
2 Policy Royal BAM Group plays a central role in society and wishes to make a contribution to making society more sustainable. The Group is aware that building activities change the landscape, which can cause both positive and negative reactions. The projects carried out by BAM for its customers in markets such as housing, schools, health care and transport are fundamentally important for the quality of the living environment and therefore have an effect on the natural environment and on society as a whole. This also means that future generations will be affectedby the Group’s activities. In terms of corporate social responsibility, BAM aims to continue playing a pioneering role in the construction and property sector. The Group’s ambition is to provide customers with sustainable returns by offering socially responsible, sustainable solutions at all stages of the construction process. In order to be certain that projects will have as little impact as possible on the natural environment and that the quality level will be as high as possible for the occupants, BAM is developing concepts based on the vision that it is possible to achieve a positive footprint. For example, BAM is active in integrated area development in the knowledge that multiple functions combined within one area can have a neutral or even a positive effect on the local environment. BAM is increasingly using a virtual method in the form of Building Information Modeling (BIM) to prepare the construction process. This simulation package improves construction efficiency and allows more accurate estimates of the materials needed. It also provides opportunities for improved collaboration with subcontractors and suppliers. BAM is also taking measures to improve its internal procedures, including by using lean planning and lean construction methods. The use of virtual construction and lean construction methods helps to reduce the consumption of raw materials and the level of CO Corporate Social Responsibility emissions, not only in the production phase, but throughout the entire process chain. More efficient energy management in the built environment lowers operating costs in the occupancy phase and generates future value for the owner. 66 2011 67 2011 retaining good employees by offering good working conditions, in which the human dimension and professional procedures are crucial; an attractive and challenging employment conditions package, in accordance with market developments; ‘steering’ performance by means of clear agreements about results-related targets and commercial goals as well as about thedevelopment of personal qualities such as expertise, experience and personal competences; a proactive approach to the labour market to bring the Group to the attention of talented people in a wide range of fields; training programmes for employees at all levels, focussing in particular on themes such as expertise and entrepreneurship; a concrete career development and management development policy withscope for job rotation, the development of personal qualities and the timely discovery of talents in the Group. Communication with the labour market In spite of less favourable circumstances continuing on the labour market, Royal BAM Group once again focussed systematically on communication with the labour market including by makingin 2011, regular visits to educational establishments, taking part in business fairs, giving guest lectures and organising company excursions. BAM HR Services The year under review saw further work on the development of BAM HR Services, which is a business unit providing HR services, payroll and salary administration and pension administration services to operating companies in the Netherlands. started 2011 with the introduction of Me Online, an administration system that employees and managers can use to process requests and modifications themselves online. The aim is for Me Online to be available for all the operating companies in the Netherlands by the end of 2012. Human resources management Construction is all about building on people. The qualities of our employees decide the quality of the Group’s projects and thereby also our market position and returns. Royal BAM Group’s human resources policy focuses on retaining and further developing the ‘human capital’ under the motto ‘BAM: Building on People’. The cornerstones of the Group’s human resources management are: • • • • • • Energy (limiting energy consumption and therefore also the impact on the climate); Raw materials (limiting the use of raw materials and the amount of waste); Natural environment (limiting the impact of building work on the natural environment); Innovation (developing sustainable solutions); Sustainability as a business opportunity (because the market demand will increase). BAM has been publishing a Sustainability Report since allowing2007, 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 satisfies Report 2011 the requirements of level A of the GRI guidelines. Interested parties can download sustainability the 2011 report from the BAM website or ask the company to send them a hard Please copy. refer to this sustainability report for a more thorough explanation of the various focal points identified by BAM in relation to corporate social responsibility. Sustainability Report 9. 9. 10. 11. 12. The objectives were drawn up based on dialogue with stakeholders, including an annual ‘multi-stakeholder dialogue If session’. 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. BAM has formulated key performance indicators (KPI) and ambitious objectives for these focal points in its sustainability policy. Details can be found in the Sustainability Report. BAM made progress in all of these areas during the year under review. 8. Mostert De Winter, BAM Wegen. Hoofddorp, the Netherlands. Inspiratiehuis (cradle-to-cradle office), Green walls and roofs of the BSH 68 2011 above with the growth potential to eventually take up up take eventually to potential growth the with above 10 and group job in employees female for Programme Empowerment Female BAM the operates BAM part. took employees 3,250 Approximately workshops. and days themed sessions, training and courses practical for Vakschool BAM to went employees of groups 2011. in again 130 once than More occupied fully was site Lelystad the at Vakschool BAM centre training BAM The quarter. every day community’ ‘lean a organises now School Business BAM management. construction lean and financials for education’ ‘permanent of part as programmes new of number a launching as well as responsibility, social corporate and safety of 2011 subjects during the on programmes training new introduced also School Business BAM School. Business BAM and departments HR companies’ operating the between collaboration close in scheme advice career Netherlands’ the in ‘Group-Wide the of 2011 deployment the saw development. career further for areas including choices, career their on employees advise to used is and parties third of anumber with cooperation in BAM by developed was Navigator Career The 2008. in Netherlands the in Navigator’ ‘Career the introduced BAM mind, in this With respect. this in part important an plays competences and qualities professional essential of development further The aims. career their achieve to employees assisting is management performance of mainstay Athird performance. job successful more for paths development career includes also management Performance positions. individual of terms in translated are goals commercial formulated of consequences the which in management, performance by enhanced is Group BAM Royal at involvement employee management talent and management Performance 2011. in programme the into inducted and trainees as selected again once were professionals business promising of Anumber companies. operating various with themselves familiarise to opportunity the have they where programme trainee Group’s the to entry gain to procedure selection astrict in part take courses academic from graduates business young of year, anumber Every activities. BAM’s to relevant are that courses from students 250 selected approximately for time third the for organised was Day 2011, In-House BAM November In asuccessful other. An initial assessment will be made in 2012. in made be will assessment initial An other. each from learns everyone that ensure and atmosphere working the improve to years three to two every once survey asimilar conduct to Netherlands the in companies operating all for is intention medium-term The objectives. these achieve to inspired are they which to extent the and objectives corporate in are they involved how opportunities, development and responsibilities their about feel they how ask to employees their among asurvey conducted companies operating 2011 in various when surveys satisfaction employee the on afollow-up was There surveys satisfaction Employee teams. management company operating the of chairmen the by selected are participants The Group. the within positions senior 69 2011 formulated by the CWC about the economic climate and its impact on BAM. These propositions were the basis for an open and constructive discussion. The CWC adopted a positive standpoint regarding the long-term benefit plan for members of the Executive Board. The CWC also indicated that it would like to exchange views on thissubject with the Supervisory Board’s Remuneration Committee, once factors such as sustainability and diversitycan be measured and taken into account when determining the level of benefit. the CWCAs consisted of the end of of 2011, Messrs J. van Akkeren, H.B.C.M. van Ansems, den H.C. Beeren, P.T.J. Broek (Vice-Chairman), E. Dedden (Chairman), H.J. van der Donk, J. Dijkstra, van Geest, L.W.D. J.L.M. van Gent, K.G. Geyteman, I. Hallema, Heemskerk, W.J. A. Jansen, F. Oudendorp, W.G.H. Peeten, W.L.H. Philippens, H. Sneep, H. Vanmulken (Secretary) and van P.A. den Wollenberg. Ms E. Bout-Hieselaar is the official secretary to the CWC. Central Works Council In the Netherlands, the Central Works Council (CWC) has devoted considerable attention to various subjects, including the desired harmonisation of terms and conditions of employment in order to promote the flow of employees between the Group’s operating companies and the organisation of two workshops on ‘the new world of work’. The CWC also discussed the subject of synergy and collaboration between operating companies. The CWC has observed that good progress has been made, but it can still see opportunities for further improvements. Following an earlier request for an opinion regarding security cameras at BAM offices, the CWC noted that a great deal of care is taken to guarantee the privacy of BAM employees and local residents who live close to BAM sites. The CWC consented to a one-year extension of the BAM pension scheme and administration agreement, and it also gave its consent for the social media protocol (which contains agreements about the use of media such as Facebook, Hyves, LinkedIn and Twitter for business purposes), for a proposal regarding BAM HR Services and for the refinancing arrangements. The CWC received an application for consent regarding a set of rules about taking holiday days and scheduled days off. The rules are extremely complex because BAM has to take into account various Collective Labour Agreements. The CWC will discuss the rules with all of the individual Works Councils in 2012. The CWC held its annual informal meeting with the Supervisory Board and the Executive Board in mid-2011. The participants at this successful meeting discussed a range of subjects, including various propositions European Works Council The subjects discussed by the European Works Council (EWC) included Annual the 2010 Report, the 2011 half-yearly figures and BAM’s strategic agenda. The European Works Council also considered the Group’s sustainability policy in detail. The Executive Committee of the EWC consists of E. Dedden (Netherlands, Dausener Chair), (Germany, F. Deputy Chair) and E. Borrezee (Belgium, Member). Ms E. Bout-Hieselaar is the official secretary to the EWC. Worker participationWorker 70 2011 the next few years. Euroconstruct is forecasting a forecasting is Euroconstruct years. few next the in improve to expected not is which sector, private the in spending of level low the of because mainly percent, 30 15 and between by fall output saw segments other the of Many sectors. agriculture and education healthcare, the in growth to especially due was which review, under year the in 2.7 by percent increased output non-residential in build new of proportion the Euroconstruct, to According crisis. economic the before years the in demonstrated capacity the below well still is years few next the for output growth, forecast this Including ahead. years the in output of level low current the from growth further forecasting is Euroconstruct 16 of fall percent). 2011 in percent 6.0 by (2010: a increased homes new of 2011), (November output the Euroconstruct to According years. previous in sharply fallen had output where sectors were which construction non-residential and residential in recovery aslight of result the largely was it but segments, all in reflected was industry building 2011. the in in 1.5 percent growth The by grew economy Dutch The 3.7 by percent. increased 2011), (November output building Euroconstruct to according Nevertheless, work. of level low the of because 2011 in time adifficult experienced industry building The Netherlands The years. subsequent for assumed is growth average Increasing percent. 1.7 to 1.0 percent from ranging countries different the across figures with 1.3 of percent growth average an on 2012: in based is 2012 markets the home forecast five Group’s the for forecast is growth average A lower expected. 2011 in than range wider was the but Report, Annual previous the in forecast the with line in was growth average The 1.8 of percent. average an with (Germany) 3.0 percent and Kingdom) (United 1.0 percent between of Germany) and Ireland Kingdom, United Belgium, Netherlands, (the markets home five Group’s the in product domestic gross the in growth saw review under year the Euroconstruct, to According meantime. the in adjusted been have may Report Country that from forecasts markets, 2011. changing November rapidly today’s Given in published as Report Country Euroconstruct’s on based is barometer industry construction The barometer industry Construction in road building. road in investment less to particular in due market, contracting a 2012, by in 8percent followed approximately of growth predicting is Euroconstruct positive. is 2012 for outlook The projects. building road on spending increased to due mainly market, engineering civil Belgian the on 10 than percent more by increased Output 2011. for build new non-residential in forecast is percent 3.4 and 2.3 between of growth Strong renovation. from coming 2011, in growth 1 percent the of most than more by grew market non-residential Belgian The years. few next the over markets engineering civil and construction the in forecast is output in growth limited Amore contributed. also sectors other the but market, engineering civil the in was increase the of Most 2011 Euroconstruct. in to percent according 4.0 almost by Belgium in increased output Building Belgium 2013 in 2014. and growth by followed 2percent, almost of output in adrop see will year next this that predicting is Euroconstruct pressure. considerable under is spending government local but level, high arelatively at remains investment government 2011. in market Central engineering civil Dutch the in percent 2.4 approximately by increased Output industry. in 7percent almost of increase an hand other the on but segment, office the in 20 percent almost of drop a further see to predicted 2012 is segments: various the between differences significant be again 2012. will in there However, projects non-residential new of output the in drop 1.9 percent the UK non-residential construction sector will contract contract will sector construction non-residential UK the that predicting is Euroconstruct why reasons the of one is which years, few next the for sectors education and care health the impact also will cuts spending government’s British The property. commercial and education care, health in output reduced the of because year, mainly financial the during UK the in percent 6.4 by decreased output non-residential Euroconstruct, to According compensate. to enough not was market engineering civil the on output in growth The market. non-residential the on output in drop the to due mainly review, under year the in 2.0 percent by fell Kingdom United the in output Building Kingdom United 71 2011 The German non-residential construction market grew by most of this2 percent growth in 2011, being in the private sector. Growth is forecast to continue over thenext few years as well, but because not at thelevel the of 2011 German government will be spending less in the education and health care sectors. The German civil engineering market grew by more than This growth4 percent can in 2011. be partly attributed to the increased investment in energy and hydraulic engineering projects. A slight contraction is forecast for the next few years because of financial cutbacks at local government level in particular. BAM has launched new growth tracks outside of its home markets by establishing permanent branches in Switzerland and Luxembourg and strengthening the market positions of BAM International in growth markets outside Europe (South-East Asia, Australia, Africa and the Middle East). Germany Euroconstruct states that construction output increased in Germany percent by 3.7 during the year under review. The prospects for the German construction industry in the medium term are relatively positive. According to Euroconstruct, growth is expected to fall from to 1.4 1.8 percent per annum for to the 2014. years 2012 Ireland According to Euroconstruct, the Irish economy grew by percent during1.1 the financial whereas year, construction output contracted by more percent. than 17 This contraction in the market occurred in all sectors. A further reduction in output (by more than 8 percent) is expected and the construction in 2012 market is not forecast to return to growth Construction until 2014. output has therefore shrunk by two thirds compared to the level before the economic crisis according to Euroconstruct. Output on the Irish non-residential market has dropped percentby 75 in the last three years. Only spending on new build in the health care sector has remained around the normal level. Spending fell sharply in all other segments. A major contraction in all segments is forecast Reducedfor spending 2012. on new build in the health care sector is also expected as a result of government cutbacks. Non-residential output is not expected to stabilise by which until time 2014, output will have fallen by 80 percent in the space of five years. the Irish civil engineeringIn 2011, market contracted by almost percent 20 and this trend is expected to continue over the next few years. output By 2014, will have almost halved compared to where it was in 2008. by 7.7 percent On the other in 2012. hand,by 7.7 however, the UK private sector is showing signs of recovery, resulting in forecast growth in the office market. Output increased by 6.0 percent on the UK civil engineering market in the year under review. Almost all segments showed strong growth, the only exception being road building where output fell percent. by 8.7 The prospects for the years ahead in the various segments vary greatly. The strong growth in construction projects in the rail sector is the main reason why overall output from the civil engineering market continues to grow. Roads and telecommunicationswill fall sharply in 2012 and 2013. New-build and conversion of Friesland Provincial Government Building, Leeuwarden, the Netherlands. BAM Utiliteitsbouw (in joint venture), BAM Techniek.
Construction and mechanical and electrical services
Key figures for the construction and mechanical and electrical services sector
(x €million) 2011 2010 Revenue 3,389 3,459 Result before tax 76.2 102.6 Margin before tax 2.2% 3.0% Order book (year-end) 4,440 5,013 73 2011 In 2011, revenues in the UnitedIn 2011, Kingdom, expressed in pounds sterling, fell percent by nearly in 11 comparison Thewith margin 2010. realised was also BAM lower. Construct UK took significant measures in the second toalign thehalf organisation of 2011 with the lower revenue level expected for the coming years. BAM Deutschland recorded higher revenues and a higher result Despite than in 2010. the selective contracting policy, the order book is healthy. As a result, prospects for the coming year are good. In Belgium, lower revenues were realised at a margin comparable However, to revenues that in 2010. showed an upward quarter on quarter trend and the year-end order book was healthy. As a result, revenues are expected to approximately double in 2012. Given the difficult market circumstances, the Dutch operating companies in the construction and mechanical and electrical services sector achieved a good result from increased The revenues revenues in non- in 2011. residential construction, residential construction and mechanical and electrical contracting increased compared A number to 2010. of organisational adjustments were made in different places in the second half of the however, with year, a view to expected ongoing difficulties on the markets. The cooperation between BAM Techniek and other BAM companies results in valuable synergies which are of great benefit for the successful realisation of multidisciplinary, comprehensive projects. This process is being reinforced by the sectoral restructuring announced in November, whereby the mechanical and electrical contracting sector was combined with construction to form the construction and mechanical and electrical services sector from the start of 2012. Generating higher revenues, the Dutch operating companies in the construction and mechanical and electrical services sector recorded a good result in 2011, given the adverse market conditions. Revenues in non-residential construction, residential construction and mechanical and electrical contracting increased in comparison Nevertheless, with 2010. the organisation was adjusted in several places in the second half of the year in view of the expected continuation of difficult market conditions. Royal BAM Group is active in the construction and mechanical and electrical services sector in the Dutch, Belgian, British, Irish and German markets. In addition to carrying out non-residential construction works in all the home markets, BAM operating companies also carry out residential construction contracts (mainly in the Netherlands, Belgium and Germany). BAM International also carries out non-residential construction projects in the Middle East and Indonesia in particular. 74 2011 BAM Utiliteitsbouw, BAM Techniek. BAM Utiliteitsbouw, BAM Excellent). (Breeam Hague The block, Ioffice Monarch De the of Redevelopment Security and Justice and the Ministry of the Interior and and Interior the of Ministry the and Justice and Security of Ministry the Assen; in Kolk’) Nieuwe ‘De as known (project park car underground and library cinema, theatre, new the building venture); (joint Arnhem in Terminal Transport Public the 2of phase Amsterdam; of University the for centre university Roeterseiland of modernisation and renovation large-scale the includes progress in Work progress. in work the of portion significant a provided also has sector health The attractions. cultural and facilities sports centres, shopping buildings, office involving projects large includes book order The occupiers. and functions uses, designated other for buildings office old transforming on focuses that developer aproject is OfficeUp sector. care health the in maintenance and realisation development, for responsible is ZorgVast Vitaal accommodation. regards as demands different the and sector care health the in changes to respond to solutions estate real innovative deploys ZorgVast Vitaal example, For process. construction the in integration reverse and forward achieve to efforts its of part are concepts product Utiliteitsbouw’s BAM customers. for value added substantial represents This expertise. management project and structural architectural, of form the in support significant provides Engineering & Advies BAM bureau engineering and consultancy in-house the 120 employees, approximately With 1,650 employees. around has Utiliteitsbouw BAM Projects. Major for unit business national a 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 projects. those of management and maintenance on as well as Netherlands, the in projects non-residential of construction and preparation development, technical and commercial the on focuses Utiliteitsbouw > BAM BAM Gebouwservices (BAM Utiliteitsbouw). (BAM Gebouwservices BAM Netherlands. the Hoogersmilde, tower, telecommunications the to damage fire the Repairing Netherlands. BAM Woningbouw has extended this this extended has Woningbouw BAM Netherlands. the in built been have homes 15,000 W&R than More price. affordable and aset at homes comfortable build –to methods working construction lean and integration chain supply on –based co-makers selected specially specific, with work to company the allows concept housing W&R tested and tried Woningbouw’s BAM work. renovation and maintenance, and service construction, development, consultancy, out 1,450 of carry to workforce a employs –and expertise regional own its with – each branches nine of out works company The Netherlands. the in leader market the is Woningbouw > BAM Maastricht. in Gouvernement’ ‘Het building government provincial the of facade the on completed was work Renovation Amsterdam. in Castle Loenersloot and Doorn’ ‘Huis house historic the restoring started &Schrale Schakel specialist Restoration Sassenheim. in Centre Forensics Teylingereind the of expansion and Nijmegen; in contract new-build Hospital Radboud the 3of phase Leeuwarden; in ‘Provinciehuis’ building government provincial the on work new-build and restoration renovation, Hague; The in buildings office low-rise with building apartment high-rise Kroon De the Assen; in Kloosterveste in centre sports a and aschool alibrary, housing, shops, Amsterdam; in Museum Maritime National 2011: the of renovation the in projects following the delivered Utiliteitsbouw BAM Utrecht. in Danone for park car underground and office alaboratory, and Rotterdam; in park car underground Plaza Campus Woudestein the Hoorn; in building radiotherapy Westfriesgasthuis the Groningen; in Employment and Affairs Social of Ministry the for office the include projects New Hague. The in building office Monarch De the of extension and redevelopment the as well as venture); (joint Hague The in Relations Kingdom 18 homes in the Elzenhagen Anafora park restaurant, Leidsche Rijn, neighbourhood, north Amsterdam. Utrecht, the Netherlands. BAM Woningbouw. Heilijgers.
concept for use in renovation projects: the ‘W&R the Molenwijk shopping centre in Amsterdam. Pennings renovation’ concept enables BAM Woningbouw to is carrying out both the development and the building complete energy-efficient, comfortable housing in only work for the large-scale renovation and expansion of seven days with minimum inconvenience for the Meubelplein Ekkersrijt shopping complex in Son en occupants. Breugel (45,000 m2). The company also performed home renovations at countless locations in the provinces of BAM Woningbouw has its own engineering & consulting Utrecht and Noord-Brabant. expertise centre which has expert knowledge in a wide range of areas, including advice on quality, lean Amersfoort-based > Heilijgers has all of the central construction and Building Information Modeling. Netherlands as its main service area for project 75
development, construction, technical management and 2011 BAM Woningbouw completed various high-profile maintenance work. The company has approximately 170 projects in 2011, including the Kotmanpark sustainable employees. In 2011 Heilijgers was awarded the Keurmerk low-energy ‘passive home’ apartment complex in Klantgericht Bouwen (quality hallmark for customer- Enschede (44 apartments); the first sustainable W&R oriented construction) for the sixth consecutive year. ‘Green Homes’ in ’s-Gravenzande; the large-scale sustainable renovation of 153 passive homes in Kerkrade Heilijgers and the Lopik Municipal Authority reached based on the W&R renovation concept; the major project agreement in 2011 regarding the development of the to build 175 new single-family homes in Hoorn and Park Benschop-Oost project which consists of approximately Blankenborch in Vianen (470 homes); a new homeless one hundred homes in various price categories. shelter for the Kessler Foundation in The Hague; the Heilijgers is part of the consortium building a connecting home development projects carried out in collaboration bridge between a residential care centre and a new with private individuals in locations such as high-rise apartment block in Hilversum and is also a Valkenswaard (‘De Treksteen’ project); and the new build partner in the consortium building a shopping centre and for the Prinsenstichting foundation in Purmerend housing on Muntplein square in Nieuwegein for AM Real (construction of new buildings for customers and Estate Development. The redevelopment of the employees of this foundation for people with special Beukenrode Estate in Doorn, as well as 37 apartments in needs). Amersfoort, the police station in Doorn and 73 houses and apartments in the ’t Hof development project in > Bouwbedrijf Pennings will be reporting to BAM Zeist are also among Heilijgers’ current contracts. Woningbouw with effect from 2011. Rosmalen-based 2011 saw Heilijgers start work on various residential Pennings continues to work on residential and non- construction projects as well as the large-scale residential construction projects at all stages in the renovation of the sustainable solar project in Nieuwland construction supply chain. Pennings also has a (Amersfoort) and the renovation and redesignation of renovation division that completes scheduled large-scale Thermion – a former Philips factory – in Lent. maintenance work on more than a thousand occupied The following projects were delivered during the year homes every year. The year under review saw Pennings under review: Brede School in Ouderkerk aan de Amstel, build care complexes in Haaren, Ammerzoden and apartment buildings in Amersfoort (Zicht op Amersfoort, Gennep as well as housing in Breda, Utrecht, Vught, Centro Vido and Amor Forte 2), the renovation of the Werkendam and Zaltbommel. Pennings also has work in Paasloo office villa and a residential villa (both in progress on an office building in ’s-Hertogenbosch and Amersfoort) and the Leidsche Rijn tea house (Utrecht). 76 2011 Galère (in joint venture). joint (in Galère Belgium. Liège, House, Opera Royal Walloon the of expansion and Renovation of the residential sector in 2011. in sector residential the of segments apartment service and luxury the in contracts major of anumber won also Interbuild Flanders. and Brussels in centres shopping and distribution and offices of renovation and build new of primarily consists construction in apartner as work Interbuild’s customers. sector public and private both for projects construction non-residential undertakes >Interbuild Wilrijk-based building. headquarters new the of construction the for cranes tower eight supplied has Materieel BAM where Brussels in headquarters NATO the is example Another deployed. been have cranes tower seven where example, for Zwolle, in built being Clinics Isala the as such projects, construction many of features characteristic are Materieel BAM by used cranes tower green-and-orange The project. BAVO Maasvlakte the in wall quay the build to assembly formwork project movable asteel employed group product formwork The site. the on conditions working the improves method new this all, in All system. positioning advanced an using installed is assembly the and hydraulically narrow and widen to easy is mould the lightweight, is it that fact the including features, distinguishing of anumber has formwork new This Rijen. in project construction aresidential in method the tested successfully and review under year the during method formwork tunnel anew developed BAM operation. asingle in poured are walls the on resting floor the and walls the for concrete the which in formwork tunnel involve non-residential) and residential (both projects construction Many employees. 300 approximately has Materieel BAM Lelystad. 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 Interbuild. a20-architecten. Lens°ass, H., J. Mayer group: architects’ and TWINS Architect: Belgium. Hasselt, Building, Court Hasselt 2,400 employees. 2,400 approximately has company The Britain. in management facilities and engineering services design, development, property construction, undertakes UK Construct > BAM 86. 85 and pages on sector engineering civil the on section the in further explained are activities their but respectively, markets, property and construction Flemish and Walloon the in operate also Meyer >CEI-De and Wallonie > BAM review. under year the during won contracts the among also were Wenduine in project centre care Ter residential the Zee and Brussels in project residential Gerlache the building, office Star Pole the project, residential Meyboom the contract, apartment Hooikaai The elderly. the for flats Iglo new the and company, insurance Vivium the for buildings office Desguinlei the of renovation centre, care (Brasschaat) Mick De the of facade the of renovation Sciences, Applied of University Artesis include Antwerp in projects New Flanders. East of area Waasland the in prisons) (both Dendermonde van Poort and Beveren van Poort and Ghent in Archive National the and Centre Administrative Flemish the including contracts, new various won Interbuild Brussels). in being all projects three last (the block office Light North new the and space, office and commercial garage, underground an into complex) ‘Impératrice’ the as (known buildings Belgacom old the of conversion the Service, Shelf HighCo for redevelopment warehouse the and offices new the Hasselt, in building court the 2011, in projects including various delivered Interbuild Brussels. in are which of both Council), European the of seat principal (the Palace Résidence and companies) operating BAM other with venture (a joint NATO new headquarters the as such high-profile, are projects the of Many time. given any at progress in projects construction fifteen of average an has and 250people than more employs company The BAM Construct UK. Construct BAM Kingdom. United Exeter, School, Primary Montgomery (Passivhaus) Zero-emissions Physics and Chemistry Building, Warwick University, United Kingdom. BAM Construct UK.
The company continued to perform steadily in 2011 in The construction market remains challenging with the face of very difficult trading conditions. Education economic pressures and an elevated risk profile. remains a key market where the company has secured Nonetheless, BAM Construction succeeded in winning the largest number of contracts by any contractor on the more than forty contracts in 2011, including many Government’s revised framework for delivering Academy prestigious projects such as: a national operations centre schools. Health is also an important sector and BAM for Scottish Water (Dunfermline); ‘K College’ in Ashford, Construction delivered two major hospitals in Wales Kent; a Jewish Community Centre in Hampstead, London; during 2011 and the £100 million first phase of the major and the Hadyn Ellis campus building for the University of redevelopment for Great Ormond Street Hospital, Cardiff. London. 77
The activities of the subsidiary > BAM Properties are 2011 The subsidiary BAM Construction also completed a described in the section on the property sector on number of prestigious projects, including the page 96. refurbishment of the National Portrait Gallery of Scotland, the restoration of the Leeds Varieties Hall, and BAM Facilities Management provides services at more the international entertainment venue Bluewater Events than thirty schools where it scores high levels of Centre in Kent. The company is close to completing a customer satisfaction from both pupils and teaching national centre in Milton Keynes for Network Rail and the staff. In 2011, the company began to expand its business new Laboratories for Molecular and Biological Research into the private sector with customers such as the trade in Cambridge. Work continues on a new headquarters in union Unison. It also manages commercial buildings in Manchester for The Co-operative Group which, when BAM Properties’ portfolio and adds value to the completed, is expected to be the most sustainable construction business in commissioning completed commercial building in the UK. buildings and by providing expertise on energy management. It assisted with mobilisation of completed schools in Camden, London, and in Somerset.
BAM Design had a successful year with better than expected turnover and profit. It is leading the way in the application of Building Information Modeling and whole-life sustainable design (i.e. choosing materials from sustainable sources that will also enable the building to be deconstructed sustainably at the end of its life).
BAM Construct UK continues to work collaboratively with Royal BAM Group’s civil engineering company in the UK, BAM Nuttall. This is yielding tangible business benefits. For example, in 2011, BAM Construction won its third project to work with Network Rail – a longstanding customer of BAM Nuttall – to deliver a new rail operating centre and training facilities in York. 78 2011 BAM Construct UK. Construct Qatar. BAM Bidda, Al project het van uit Kingdom. deel United maakt Edinburgh, Taxis, und Gallery, Thurn Palais Portrait National kantoortoren, hoge Woningbouw BAM achieved by 2015, including reducing CO reducing 2015, by including achieved be to targets ambitious of aseries set also company 2011. Index The Responsibility Corporate Community the in Business the on standard agold achieving by validated was performance in improvement This sites. on and offices its in energy of use efficient more and landfill to sent and generated waste construction of amount the reducing emissions, carbon 2011 in reducing on progress further made company The responsibly. and ethically business its conducting of part as round the in issues sustainability at looks UK Construct BAM Increasingly, aftercare. improving by and innovative more becoming by performance its improve could company the that indicated also customers However, competitors. its than better was BAM said 45 percent And others. to company the recommend and again BAM with work would they said respondents the of percent 99 favourable. were results The Camargue. consultants independent by undertaken was that research perception customer commissioned UK Construct BAM 2011, early In business. sustainable and innovative centric, acustomer- being on focused remains company The construction across the whole of Germany. With its two two its With Germany. of whole the across construction non-residential for service atotal offers Deutschland BAM Munich. and Main am Frankfurt Dresden, Düsseldorf, Berlin, Stuttgart, in branches over spread employees, 700 approximately has company The market. construction non-residential German the in companies leading the of one is Deutschland BAM million, €525 approximately of revenue operating With Deutschland >BAM for year 2011 successful another was 87. page on sector engineering civil the on section the in detail more in described are – Property BAM and Building BAM subsidiaries through sector property and construction Irish the in operates –which Contractors >BAM by out carried projects The baseline. a2008 against 25 percent Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM 2 emissions by by emissions . year under review. Digacom specialises in the application application the in specialises Digacom review. under year the during continued Techniek-ICT BAM into Digacom, subsidiary, Techniek’s BAM integrating of process The industry. for as well as markets construction residential and non-residential the both in equipment electrical and mechanical operates and manages builds, designs, develops, Techniek BAM offices, different fourteen from Working 1,500 employees. than more with contracting electrical and mechanical multidisciplinary in operator anational is Techniek > BAM projects. PPP of portfolio growing own its to relation in including services, these for demand increased the to responding continue can it that so capacity management facility its strengthening is Deutschland BAM Munich. near Hallbergmoos, of GmbH Services Facility MR in capital share the of 75 percent –acquired management facility in specialises which subsidiary Deutschland BAM –the GmbH leistungen BAM-Immobiliendienst date, sheet balance the After (e.g. JVA Brandenburg). prisons and (e.g. 24 Berlin) BGM offices Berlin), Boulevard (e.g. centres shopping Düsseldorf), (e.g. Messe halls exhibition School), Secondary Northeim Corvinianum (e.g. the education to Munich), in (e.g. IsarBelle housing from construction, project large of spectrum full the covers deployed knowledge of range The Usingen. and Homburg Bad in buildings clinic two with municipality Main-Taunus regional for project ahospital and Berlin in project Education and Research for Ministry the as such projects, PPP various in involved also is Deutschland BAM well. as arena international the in partner sought-after amuch Sportstättenbau und Stadien- HBM make projects stadium of area the in expertise and experience Its process. construction the of stage every at clients its for hand on be can it Immobilien-Dienstleistungen, BAM and Sportstättenbau und Stadien- HBM subsidiaries, BAM Contractors. BAM Ireland. Galway, Ireland, of University National Building, Engineering Four school buildings for Alfons Kern IsarBelle high-rise apartment School, Pforzheim, Germany. building, Munich. Tempo Scan high-rise office block, Jakarta. BAM Deutschland. BAM Deutschland. BAM Decorient Indonesia.
of cutting-edge communications/telecommunications equipment were also signed with Ricoh Europe in Bergen and Internet technologies. op Zoom and with property company Cushman & Wakefield. BAM Techniek built a highly sustainable office building in Hengelo for Tebodin and Lucassen Constructies in close Industrial maintenance contracts were signed with collaboration with BAM Utiliteitsbouw and the architect. Heineken, Cabot, Vopak and Linde Gas and BAM Sustainable options were selected for all of the Gebouwbeheer signed a long-term maintenance contract components in the electrical and mechanical equipment with Aalsmeer-based FloraHolland. and thanks to a fully integrated structural, electrical and The Energy Systems division was especially active in the mechanical design, it was possible to construct an office area of energy management in 2011. Customers such as 79
building with energy label A+ within a very competitive DTZ Zadelhoff and the Amsterdam ArenA were given an 2011 budget. insight into the breakdown of their energy costs as well as advice about how to successfully manage and reduce their 2011 also saw BAM Techniek complete the new and energy consumption. renovated parts of the Friesland provincial government BAM Techniek-ICT delivered the first part of a new IP building in Leeuwarden, the new Medimall in Rotterdam network along the A12 motorway for controlling and and the new central office of Hollands Noorderkwartier checking traffic signs and signals in 2011. This delivery was Higher Water Board in Heerhugowaard. BAM Techniek the first in an extensive network infrastructure along this also worked on the new infectious diseases laboratory in route which BAM (Poort van Bunnik) is widening. Groningen and the installation of electrical and mechanical equipment – including heat and cold storage The BAM Techniek division Interflow built and installed a – at the University of Leiden. Combined office and cleanroom at the Amsterdam Medical Centre for IVF laboratory space was created for Unilever by BAM patients during the year under review. The cleanroom that Techniek in collaboration with BAM Gebouwservices. was ultimately delivered is considered to be the new 2011 saw BAM Techniek and BAM Utiliteitsbouw win the standard for IVF laboratories. Interflow also signed first BREEAM Excellent Certificate in the Netherlands for long-term contracts to validate and take measurements the design phase of the De Monarch office block for a number of customers, including the Franciscus redevelopment project in The Hague. BAM Techniek also Hospital in Roosendaal, Merck Sharp & Dohme in Oss and worked closely with BAM Utiliteitsbouw during the year the Reinier de Graaf Group in Delft. under review to build a laboratory and warehouse for BAM Gebouwbeheer introduced the ‘LivingFacility’ Synthon in Nijmegen using the fast-track method of lean concept during 2011. The LivingFacility concept consists of construction in a very short space of time. fully integrated management of technical and facilities processes and is an add-on to the current package of A large number of medium-voltage projects were services. delivered in the industrial market, including at Cabot in Rotterdam and Hekema in Amstelveen.
A technical management contract was signed in 2011 for the maintenance of all structural, electrical and mechanical building components at FrieslandCampina. Maintenance and management contracts for building Soil decontamination, site preparation, arrangement of infrastructure and re-designation of the Olympic Park, London. BAM Nuttall. Insert: Widening and improvement of the Zwolle-Meppel section of the A28 motorway, the Netherlands. BAM Civiel, BAM Infratechniek, BAM Wegen, BAM Infraconsult.
Civil engineering
Key figures for the civil engineering sector
(x €million) 2011 2010 Revenue 3,834 3,659 Result before tax 91.9 102.6 Margin before tax 2.4% 2.8% Order book (year-end) 5,087 5,517 81 2011 Revenues at the German civil engineering company were There was a smalllower positive in 2011. result. The overall order book decreased due to the strictly selective tender policy. Wayss & Freytag Ingenieurbau remains well placed for the coming year. As expected, BAM International realised higher revenues and recorded a result comparable with that of the previous The year. order book increased further and will underpin growth in the coming years in global niche markets. In particular, the cooperation with Clough in Australia offers good opportunities. Although the Dutch civil engineering companies recorded higher overall total revenues results in 2011, were lower on account of the market conditions. Although the volume of new business in the civil engineering market remains reasonable, there is severe pressure on prices because of fierce competition. Accordingly, BAM has adopted a selective contracting policy, which led to a decrease in the size of the order book in 2011. In the United Kingdom, there was a sharp rise in revenues due to work startingin 2011 on several large contracts awarded However, with in margins 2010. under competitive pressure, was the lower. result in 2011 Following the successful acquisition of a number of large infrastructure projects in London, the size of BAM Nuttall’s order book was in line at the with end of 2011 year-end 2010. The revenues of theBelgian civil engineering companies also rose significantly in comparison in 2011 with the previous year and the results, too, increased. The order book of the Belgian civil engineering companies is healthy for the time being. In Ireland, the revenues of BAM Contractors decreased again in comparison with the previous Despite year. this fall in revenues, thanks to decisive cost control measures BAM Contractors remained in as well. profit in 2011 Royal BAM Group operatesin the Dutch, Belgian, British, Irish and German civil engineering markets. BAM International undertakes specialist construction andcivil engineering projects worldwide. The BAM Group set up Infraprojectmanagement (civil engineering project management) during the year to guarantee fully integrated coordination of large-scale multidisciplinary civil engineering projects. 82 2011 BAM Civiel, BAM Techniek. BAM Civiel, BAM Qatar. Bidda, Al plant. project het biodiesel van Oil uit deel Neste maakt Taxis, und Thurn Palais kantoortoren, hoge Woningbouw BAM Groningen officially started. officially Groningen in Station Europapark of Construction Flevoland. and Overijssel of provinces the links which Bridge Vollenhover the of renovation the and Station Central Amsterdam at arcades) (shopping Passages’ ‘Poortvrije the Eindhoven, in crossroads ‘Hovenring’ the Venlo, (N295) near project road-building Lane’ Port ‘Green A12 the of the stretch motorway, Veenendaal to Lunetten Utrecht the of widening line), the Almere-Lelystad Schiphol-Amsterdam- the on capacity rail of (expansion project ‘OV SAAL’ the Nijmegen, in bridge ‘Stadsbrug’ the motorway, A4 the of section South Leiden to Burgerveen the includes progress in Work Amsterdam. Tunnel in IJ the of renovation the and Beverwaard of neighbourhood Rotterdam the in company transport RET the for depot tram the Rotterdam, of area Botlek the in Cycle Bridge Hartel the include year the during completed projects engineering civil The projects. multidisciplinary integrated, of implementation and acquisition the improve to order in increased also companies engineering civil BAM other the and Civiel BAM between 2012. collaboration The in continue wiIl which programme, this of part major a is methodology Lean costs. reduce and customers for organisation the of value added the increase to 2011 in programme adevelopment launched Civiel BAM employees. 750 around has Civiel BAM Bekistingfabriek. Civiel BAM and Beton Prefab Civiel BAM Technieken, Speciale BAM divisions: specialist three and branches regional four has Civiel BAM Gouda. in situated is office main Civiel’s BAM maintenance. and management to construction and design development, concept from varies work The markets. energy and industry engineering, hydraulic parking, engineering, civil the in projects construction concrete specialist on concentrates Civiel > BAM BAM Civiel. BAM bridge. municipal Nijmegen Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM Certificate in 2011. in Certificate Management 14001 ISO Environmental the awarded also was Civiel BAM well. 2.0 as version under certified ProRail’s CO ProRail’s of level highest the at certified been has Civiel BAM 2011. in line on came also plant power EnecoGEN the at station water cooling The Nuttall. BAM and Civiel BAM by completed – were England and Netherlands the between link electricity –the stations convertor BritNed’s October. in opened officially was Roosendaal in plant energy waste SITA ReEnergy The Moerdijk. in Essent for (CCGT) turbine gas combined-cycle a for work steel and concrete the included segments energy and industry the in delivered projects The canal. Ghent-to-Terneuzen the under Tunnel Sluiskil the on started work Building area. harbour Eemshaven the of part Wilhelminahaven the in and 2 Maasvlakte in stage advanced an at is walls quay the of construction segment, engineering hydraulic the In exploitation. and construction costs, the of calculation through park car underground the designing and initiation from process entire the includes that parks car underground building to approach integrated an GO-Park’, ‘BAM introduce 2011 Civiel BAM saw Rotterdam. and Nijmegen Apeldoorn, in parks car underground on progress in is Work completed. was Dongen in Glass Ardagh for basement the of deepening The space. underground of use responsible socially and innovative 2011 in Award for Schreuder the won that project a in 1) complete (lot now are Amsterdam in Rijksmuseum New the for works engineering civil underground The 2 performance ladder since 2010 now is since and ladder performance Underground high-voltage link for the Randstad Track functionality expansion, Lage Zwaluwe, 380 kV project TenneT, Delft-Pijnacker, the Netherlands. the Netherlands. BAM Infratechniek. BAM Rail.
> BAM Infratechniek designs, builds and maintains cable Various notable contracts were won during the year, and pipeline networks for telecommunications, data, including a number of fibre-to-the-home jobs for rail, gas, electricity, water/waste water and heating Reggefiber, Rabo CIF and KPN, the renovation of the systems. The company’s key competencies also include IJ Tunnel and several transport projects for the traffic systems, tunnel equipment and industrial pipe Directorate-General for Public Works and Water and storage systems. BAM Infratechniek’s main specialist Management and local government. niche markets include electric transport, heat and cold storage systems, pipe renovation techniques, digital Trading under the BAM Infra logo, BAM Infratechniek registration of the locations of pipelines and services works together with other BAM operating companies on pursuant to the Underground Grids (Information projects such as the PPP project to widen the Utrecht 83
Exchange) Act. Lunetten to Veenendaal section of the A12 motorway. 2011 Several electric transport contracts were won in 2011. BAM Infratechniek comprises three regional businesses Designing and building the infrastructure required for (in the central/western, north-east and southern regions electric transport is one of the company’s key activities. of the Netherlands) which are more process-based, as The first phase of the Vopak Terminal Westpoort was well as four national, mainly project-based businesses delivered on schedule in 2011.
(BAM Infratechniek Mobiliteit, BAM Leidingen & Industrie BAM Infratechniek has CO2 certification at level 5 and Ravesteyn Consultants). BAM Nelis De Ruiter, according to ProRail’s performance ladder system. Headline and Geodan Van den Berg (50 percent share) are also part of BAM Infratechniek. > BAM Rail offers a complete package of rail and associated services – both in the Netherlands and abroad BAM Infratechniek offers a full-service package from – from engineering to full construction and maintenance design to management and maintenance. The factors of rail links. Multidisciplinary rail contracts are completed driving the success of this package include reliability, in conjunction with the local Royal BAM Group civil craftsmanship, engineering capacity, and a large, well engineering companies. trained field organisation. BAM Rail’s largest customer is ProRail, the manager of BAM Infratechniek’s customers include nearly every the main rail network in the Netherlands. BAM Rail also telecommunications, gas, electricity, water and heating works for regional and local public transport companies network operator and many thousands of small and large (tram and metro lines) and national and local network contracts are performed for these customers every year. managers in the United Kingdom, Ireland and Belgium. The company also works for Gasunie, ProRail, the The main office in Breda is the base for all new-build and Directorate-General for Public Works and Water renovation projects. BAM Rail also has branches in Management, Shell, TenneT and Vopak. Dordrecht (plant and material), Eindhoven and Rotterdam. In addition, services for the Belgian market The large Randstad 380 kV project (partly underground are provided from the Carmans Spoorwerken base near expansion of the high-voltage network) is progressing Hasselt, while BAM Rail Ltd operates on the Irish market extremely well. from its office near Dublin. 84 2011 BAM Wegen. Qatar. BAM Bidda, Al project het van uit deel Netherlands the maakt Taxis, und Boulevard, Thurn Palais Vlissingen on path Cycle kantoortoren, hoge Woningbouw BAM and Water Management. Water and Works Public for Directorate-General the by defences flood IJssel and Hartel Maeslant, the for contract maintenance ten-year the awarded also –was companies operating BAM other three with –together BAM Rail area. contract Betuwe the for contract maintenance rail five-year the won company The zones. contract the in including work, maintenance of alot out carried Rail BAM zones’. ‘contract so-called into divided is project The network. railway Dutch the on work maintenance for tenders for acall launched ProRail rewards. reaping is works multidisciplinary integrated, on companies operating BAM between collaboration that showed also contract Station Europapark Groningen the 2.Winning Maasvlakte of phase first the of 2011 start the September saw network). rail Schiphol-Amsterdam-Almere-Lelystad the of (expansion OV SAAL and station train Arnhem of capacity the expanding were companies operating BAM four which in 2011, in Arnhem’ in ‘Sporen as projects such small and large both of arange completed Rail BAM supply chain. supply entire the throughout processes external and internal both improving by commitment increase and culture corporate the change safety, improve to being objectives the philosophy, lean the of implementation on centred is Rail BAM at development employee and Business project. link tram Edinburgh the of completion for Scotland in signed was contract additional An Spoorwerken. Carmans company construction railway the over take to specialist) infrastructure and road Belgian (the Betonac company sister with forces joined Rail BAM BAM Wegen with BAM PPP, BAM Civiel, BAM Infratechniek, BAM Infraconsult. Infraconsult. BAM Infratechniek, BAM PPP, BAM Civiel, BAM with Wegen BAM Netherlands. the A12 the of motorway, section Lunetten-Veenendaal Utrecht the of Widening Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM the A12 to reduce energy consumption and CO and consumption A12the energy reduce to on laid being are (LEAB) Concrete Asphalt Low-Energy of quantities Significant years. twenty for maintenance and systems traffic and viaducts of modification and construction the Veenendaal, and junction Lunetten Utrecht the A12 between the motorway of widening the comprises companies BAM various by out carried being Bunnik’ van ‘Poort project DBFM The 2011. in motorway A28 the of section Meppel to Zwolle the of widening urgent the completed successfully companies sister of anumber and Wegen BAM barriers. crash and otherwise), or (temporary measures management traffic building, road mechanical grounds, sports landscaping, technology, concrete and environmental barriers, noise involving activities of range awide in active subsidiaries specialist eleven and offices regional seven has company operating The Netherlands. the in year every projects 2,500 around out carry who 1,650 people approximately employs Wegen BAM development. area and abatement noise activities, environmental and sewage ground, infrastructure, traffic of maintenance and management construction, design, the are Wegen >BAM of activities core The fully-fledged part of the cyclists’ network along the the along network cyclists’ the of part fully-fledged a constitute that Vlissingen in boulevard the along path cycle asphalt black and ayellow laid Wegen BAM 2012. Floriade for route access ideal the and region that in activity economic of expansion the for artery the be will Lane Port Green area. 4 work Klavertje the of development further the enable and A73 motorways and A67 the link will (N295) which Lane Port Green the building is Wegen BAM Venlo, near Limburg, In equipment. playground and gardens steps, concrete features, water include will that pitches football eight of size the park aroof build to contract the won Winter De Mostert Rotterdam, In 25 percent. approximately by emissions 2
Design of quay wall and mooring jetty in Widening the track bed and construction of a railway Monrovia Harbour, Liberia. viaduct for Gewestelijk ExpresNet, Genval, Belgium. BAM Infraconsult, construction: BAM International. BAM Wallonie, Betonac.
Walcheren coastline. StreetPrint printed decorative wave > BAM Wallonie brings together all of the BAM patterns in the black asphalt. Autumn 2011 saw BAM companies that operate in the French-speaking part of Wegen start the shoaling of the Meeslouwerplas Belgium (the Walloon provinces and Brussels), namely recreation area near Voorschoten. The deepest point of Galère, Balteau and Balteau ie. With a turnover of the water in the recreation area will be reduced from approximately €310 million and a workforce of 1,400, forty to twenty metres for safety reasons. The highest BAM Wallonie occupies a leading position on this market. noise barrier in the Netherlands (thirteen metres high) The company is involved in almost all major Walloon was delivered during the year. construction projects. In each case, the business units contribute their own special skills. Galère constructs The barrier was built by BAM’s ‘Geluidsscherm Portland’ both buildings and infrastructure. Balteau focuses on 85
consortium and runs for almost two kilometres along the designing and constructing electro-mechanical systems 2011 A15 motorway near Barendrecht. for purifying, treating and pumping water. Balteau ie specialises in heating and electrical engineering. > BAM Infraconsult is the consultancy and engineering Galère was involved in a range of projects in the year office for Royal BAM Group’s civil engineering sector. under review, such as the building of a new lock on the BAM Infraconsult has approximately 250 employees and River Maas in Ivoz-Ramet, three construction projects for has branches in Gouda (head office), Apeldoorn, Breda, the Gewestelijk ExpresNet (rapid rail transit system) in The Hague, Utrecht and Singapore. Limal-Limelette, Genval and Rixensart, the Schuman- Josaphat tunnel project in the centre of Brussels and a BAM Infraconsult translates functions and requirements metro line in Charleroi. The Buildings division handled into designs, performs inspections and provides the restoration of the Opera in Liège. In its capacity as a consultancy services. BAM Infraconsult leads the design partner in BAM Alliance, Galère was once again involved and calculation work for urban infrastructure, large-scale in the building of the new NATO headquarters in Evere infrastructure projects and harbour and coastline work in near Brussels in 2011. Galère and Interbuild formed a the design, construction and management phases of a joint venture which won the contract to build two prisons project. in Beveren and Dendermonde. Galère also has projects in Luxembourg, such as the Stafelter Tunnel and the In 2011, BAM Infraconsult won both national and Pulvermühle Railway Viaduct. international awards for its designs for major Royal BAM Group projects. New technologies for integrating virtual Balteau works mainly in the Walloon part of Belgium, construction, planning and cash flows are further where the company has built countless water professionalising the construction process, making it purification plants. A lot of projects involving work on possible to reduce inconvenience and shorten civil engineering infrastructure and buildings are carried construction periods for BAM’s customers. out in close cooperation with Galère. There is interest Digital communication facilities were used to the full by from round the world in Balteau’s specialist knowledge. working on projects from various locations in different countries. The concept of ‘safety by design’ was Since Balteau-ie joined BAM Wallonie in 2008, this group introduced to increase safety starting from the design of specialist electrical engineering companies has phase. worked on numerous projects with Galère and Balteau, as well as with CEI-De Meyer and Interbuild. The largest 86 2011 Betonac (in joint venture). joint (in Qatar. Betonac Bidda, Al Belgium. project het junction, van uit deel motorway maakt Taxis, und Thurn Palais E313/E314 the of Redesign Lummen kantoortoren, hoge Woningbouw BAM BAM Rail to take over Carmans Spoorwerken of Alken. of Spoorwerken Carmans over take to Rail BAM company sister Breda-based with forces joined Betonac Government. Flemish the with contract a under E411 the and Hoeilaart, at Heusden-Zolder E314 the at E313 the as Hasselt, such at arteries, transport major along barriers noise installed Betonac 2011. in Beringen and Ham E313 the of between kilometres seven over directions both in surface concrete the relaid and surfaces road concrete laying in specialises Betonac years. four of space the in workload its doubled has it that means year, which busiest its had Vinalmont in Asphalt) 2011, (BAM In plant complete. asphalt Betonac’s largely is E313 E314 the of Lummen the and near junction the of redesign The progress. in still is Liège of Province the for contract E411.the maintenance the addition, In E19 the and A3, the resurfaced company the instance, For Belgium. in motorway asphalt or concrete every nearly of construction the in involved been has Betonac Kraft. and Vopak Elia, Armasteel, for projects completed successfully has and market projects private the on active been also has Betonac office. design own its as well as mixtures asphalt and concrete of quality the monitor to laboratory awell-equipped has and people 300 than more employs Betonac works. engineering civil major of and roads asphalt and concrete of construction the in specialises >Betonac Truiden, Sint in Established Dendermonde. and Beveren in prisons new of building the in involved is company The headquarters. NATO new the for as well as complexes, residential and elderly the for homes hospitals, various in out carried projects engineering electrical and system heating the for responsible also is ie Balteau Liège. in Clinic Valdor Le the and Brussels in ING for Building Marnix the of renovation the included review under year the in projects CEI-De Meyer. CEI-De amuseum. for space includes side Riemst the on pier The + Partners. Ney Architect: Belgium. Vroenhoven, in Canal Albert the across Bridge Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM Boom and the Vanderelst office block in Leuven. Leuven. in block office Vanderelst the and Boom in centre aservice Willebroek, in centre administrative an Sint-Niklaas, in centre care aresidential Mechelen, in barracks Dossinkazerne Bruges, in HanzePark as such projects unique on starting or 2011 ongoing work with in book order ahealthy had also division Buildings The example. Sea-Tank, for and Ineos for installed successfully were tanks Storage Antwerp. of Port the in especially customers, industry for projects several on working 2011. been of has end Meyer the CEI-De at completed was Riemst in Canal Albert the over bridge The Ghent. in Loop’ ‘The as known site Expo Flanders the at bridges the and Duffel in Nete the over bridges new the Rixensart), and Watermaal-Bosvoorde Limal, in (especially Brussels around and in network express regional ExpresNet Gewestelijk the for infrastructure Kortrijk, through Leie River the of route the along work modernisation the included delivered were that projects 2011. in project The Diabolo the and Schuman-Josaphat Tunnel, Railway Liefkenshoek the as such projects giant on work continued division engineering civil company’s The (near Ghent). Nazareth-Eke and Brussels in based is and 450 employees approximately has Meyer > CEI-De years. few next the in Flanders in place take to due projects infrastructure largest the of one is which Harbour, Waasland Antwerp’s in lock anew build to work of start the with 2011 ended successfully Betonac Watermaal-Bosvoorde. at infrastructure railway the of expansion the on Nul De Jan called a company Meyer, and CEI-De company, sister another with and Genval in plan transport this in projects important most the of one on Galère company sister with working is Betonac 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 to bridges and tunnels from everything include projects engineering civil other The Renovation and expansion of Tottenham Rebuilding of Lizard Lifeboat Station, Court Road underground station, London. Kilcobben Cove, United Kingdom. BAM Nuttall. BAM Nuttall.
Substantial progress was also made at the following 2011 saw > BAM Nuttall achieve another year of record major construction sites (as part of a consortium): the revenues. During the year under review, a number of new permanent NATO headquarters in Brussels, the prestigious contracts were in progress, such as the Ernotte, Bervoets and Bruyn-West residential projects remediation of the Olympic Park at Stratford (including and the renovation of the Crossing Schaarbeek football the infrastructure, the green areas and the bridges), the stadium. The construction projects carried out by CEI-De upgrade of Blackpool’s historic tram system (with Meyer for subsidiary Immo BAM proceeded as expected, involvement from BAM Rail), the upgrade of Tottenham the Bara-De Lijn residential complex in Anderlecht, the Court Road and Victoria tube stations in Central London, Remy II office complex in Leuven and the HanzePark the refurbishment of the northbound bore of the residential project being particular highlights. A large Blackwall road tunnel in London, the Luton to Dunstable 87
part of the Kantienberg PPP project was delivered earlier Guided Busway, the Evergreen 3 rail improvement 2011 than planned in the second half of the year – to the great scheme between London Marylebone and Birmingham satisfaction of the University of Ghent. and the Managed Motorways Framework.
Major contracts secured by BAM Nuttall include the construction of the new station at Farringdon and the removal of surplus material across all schemes in the building of the Crossrail Tunnel. Two contracts were awarded for legacy work on the Olympic Park. Confirmation has been received as preferred contractor in a consortium for the earthworks contract for the new Hinkley Point C nuclear power station.
Despite the current recession, the forward order book position remains fairly healthy. Opportunities to tender for projects remain solid although work winning activity is now confined to small geographical pockets. The Beyond Zero ethos continues to be embedded throughout the entire workforce with the aim of changing behaviour and challenging current safety standards. 88 2011 BAM Nuttall, BAM Ritchies. BAM Qatar. Nuttall, BAM Bidda, Qatar. Bidda, Al project het van Al uit deel line. project railway maakt het van uit deel maakt Taxis, und Thurn Palais Taxis, und London-Brighton the on Thurn Palais faces kantoortoren, kantoortoren, rock Cutting’ ‘Hooley of hoge Woningbouw BAM Stabilisation hoge Woningbouw BAM Union, Dublin; 10,220 m Dublin; Union, 3,000 m 3,000 Cork; in Quest company software US for development working on a major tunnel project in Ireland. in project tunnel amajor on working is Ingenieurbau &Freytag Wayss with together Civil BAM Dublin. in Extension Route Green the and Footbridge Adamstown 353 metres the finished and Scheme Improvement Road Bypass N22 Tralee the on work began Civil BAM infrastructure. built Ireland’s of provision the to contributions significant makes and sector engineering civil the in leader market the is Civil BAM Leixlip. at Facility Manufacturing Microchip Major the at contracts work win to competition stiff off beat to continues BAM Tallaght. Technology of Institute the for Health for Science Applied for Centre the and Cork Ringaskiddy, in Feed Building projects underway in 2011: in underway 7,000 m projects Building Awards. &Design Building 2011 CMG the Year’ at the of Project Building Education & ‘School awarded was project This Galway. Ireland, of University National Building, Engineering The and Cork Hospital, 2011 in Curraheen include completed Projects sectors. management water waste/ and management water transport, education, care, health the in particularly market, construction and engineering civil Irish the in opportunities good sees company the circumstances, market challenging Despite result. agood with year the end to able nonetheless was Contractors BAM check. in debt national the keep and sector banking the restructure to measures Government by affected negatively is output Construction downturn. economic Ireland’s of impact negative the experience to continues Contractors BAM performance, excellent of years several After projects. infrastructure major delivered successfully has it process PPP the Under 615 staff. approximately has and Property BAM and Rail BAM Building, BAM Civil, BAM as market construction Irish the in operates Contractors > BAM 2 headquarters for the Community Workers Workers Community the for headquarters 2 bulk feed facility for Arkady Arkady for facility feed bulk BAM Civil. Civil. BAM Ireland. Adamstown, near Route’ ‘Green the on Canal Grand the over bridge pedestrian and Cyclists’ Al Hidmi, Qatar. Hidmi, Al Qatar. Hidmi, Al project het van uit deel project Taxis, maakt het van uit deel Taxis, maakt und Thurn Palais und Thurn Palais kantoortoren, hoge kantoortoren, hoge 134 De meter Vastgoed BAM 134 De meter Vastgoed BAM 2 office office to the consortium. the to €555 million) approximately of total a combined worth are (which contracts both awarded Crossrail Transport. of Ministry British the and London of Transport by formed venture ajoint is Crossrail, customer, The tunnel. Crossrail the and Station Farringdon between link the build to and stations Road Court Tottenham and Street Bond to shafts access build to contracts Crossrail London the awarded was Ingenieurbau &Freytag Wayss with collaboration in (BAM-Ferrovial-Kier) consortium BFK the Europe: in progress in currently project infrastructure largest the on working also is company The metres). eleven approximately of diameter outer an with long 1,339is metres tunnel (the Terneuzen to Ghent from runs that canal the Tunnel under Sluiskil the building consortium the of part is 2011: in Ingenieurbau rewards &Freytag reaped Wayss again once companies BAM other with Collaboration particular. in tunnels building for reputation impressive an commands and sector engineering civil German the in company aprominent is Ingenieurbau &Freytag > Wayss 2011. in property residential on Scheme Buy to Rent successful avery ran company The development. future for potential good have and areas urban in located strategically are Property BAM by held sites 2012. through Development expected is activity in increase significant Little Centre. City Cork in site Crawford and Beamish former the of redevelopment a€150 for million permission planning granted been just has Ireland, Heineken with venture joint in Contractors, BAM crisis. economic general and banking the to due 2011 in market property Irish the in recorded was activity Little /N11 Cross Schemes. PPP Newlands the and PPP 3, Bundle Schools, Level Second the on bidder preferred appointed been has it aconsortium of part as market: PPP Irish the in active be to continues Contractors BAM Liefkenshoek rail tunnel link, Antwerp. Silberberg Railway Tunnel (7.4 kilometres). BAM PPP, CEI-De Meyer, Wayss & Freytag Wayss & Freytag Ingenieurbau (in joint venture). Ingenieurbau, BAM Techniek (in joint venture).
On the site where the six kilometre long Liefkenshoek A large public party was held to mark the opening of Railway Tunnel is being built in Antwerp, the southern Moosach Station in Munich, which is the city’s one- tunnel boring machine broke through to the end shaft six hundredth underground station. Wayss & Freytag was weeks ahead of schedule thanks to an excellent pressure contracted by the Munich municipal authority to build system. Wayss & Freytag Ingenieurbau is providing the the two single-track underground tunnel sections on specific boring expertise. The construction of the Line 3 North as well as the Moosach and Leipziger Straße Liefkenshoek rail link is a public-private partnership underground stations. This extension work means that project which is currently the largest infrastructure Munich’s underground system has now grown to more project in Belgium. BAM PPP is a 50 percent partner in than 102 kilometres in length. the SPC Locorail consortium which is carrying out the 89
project. 2011
Wayss & Freytag won the contract to build the Schleitz- Triptis section of the A9 motorway as a partner in a joint venture with Eurovia. This PPP project has a twenty-year contract term (starting in October 2011). The new section of the motorway will be 47 kilometres long, approximately 19 kilometres of which will be widened to six lanes and relaid. The contract also includes building 24 new civil engineering structures, a junction and a motorway service area as well as the demolition of six existing civil engineering structures. The construction work is worth a combined total of €130 million and is expected to be complete at the end of 2014.
A follow-up contract was won for the third time for work on the giant Koralm line project in Austria. This time, the customer – ÖBB Infrastruktur (Vienna) – awarded the contract to build the ventilation system in Paierdorf. As part of the Transeuropean rail network, the Koralm line will link the Baltic States to the Adriatic Sea.
In its capacity as technical lead representing a consortium, Wayss & Freytag Ingenieurbau was awarded a contract by the Düsseldorf municipal authority to build the Kö-Bogen Tunnel under the Hofgarten in Düsseldorf. New tunnels will be built for the new Wehrhahnlinie underground line under Königsallee and the Hofgarten. 90 2011 BAM International, BAM Infraconsult. BAM International, BAM Lanka. Sri Dikkowita, harbour, fishing build and Design The customer is Siemens, Sector Energy. Sector Siemens, is customer The Sea. North the in farms wind offshore Ost Nordsee and Meerwind the with connection in needed be will which station 1converter HelWin the build to project the of start the mark to laid was stone foundation the Holstein, Büttel/Schleswig- In women’s clinic. the and Hospital Olga ultramodern new the of construction the for responsible is Ingenieurbau &Freytag Wayss manager, technical consortium’s the As Baden-Württemberg. in project construction hospital largest the currently is project This request. customer’s the at Stuttgart in held was Hospital Katharina the for ceremony topping-out the complete, was sub-project second the Before Deutschland. Energie SUEZ GDF is customer The Wilhelmshaven. in station power coal-fired anew for pipes water cooling four installing be also will company the process tunnel-boring the During months. four-and-a-half only after shaft end the to through broke machines boring tunnel two the Wilhelmshaven In 2012. of spring the for planned is work construction the of Delivery link. rail Ebensfeld-Erfurt new long 107 the of kilometres part as viaducts two and tunnel railway of 9.5 kilometres of atotal of construction the involve projects two These Projektbau. DB for projects Forest’ Thüringen ‘Northern Tunnel’ and ‘Silberberg the out carrying consortium the of part is Ingenieurbau &Freytag Wayss Thuringia, In 17,000 m of area atotal with biomes climate-controlled two of construction the includes project The Muscat. capital the from kilometres forty some Garden, Botanic Oman the 4of phase started International BAM East, Middle the In sectors. engineering civil and construction non-residential, the in worldwide progress in projects several has company the Currently Libya. and Liberia Leone, Sierra Tanzania, Malaysia, Lanka, Sri Indonesia, Guinea, New Papua Australia, Jordan, States, Gulf the in active is International > BAM the capital Freetown. capital the to close Pepel, in dolphins mooring two and structures aid navigation of construction the as well as jetty, ore iron an of renovation the completed BAM Leone Sierra In Aarsleff. Per company construction Danish the with venture ajoint in projects construction road both executing is 2013. of International BAM beginning the at completed be will and schedule to according forward moving is Tanzania south-west in section road Sumbawanga Laela the for scheme improvement road 95-kilometre The 2013. in completed be to planned Mafenga, and Iringa between stretch 68-kilometre the is which highway, this 4of phase of order variation the awarded also was BAM 2011 1, 5). During 2, 3and (phases scheme improvement road Highway Tanzania-Gambia Iyovia-Iringa kilometre 150 the completed International BAM Tanzania, In Jordan. Aqaba, in port anew of construction the for secured was contract anew and completed was Qatar, Doha, in pipelines two of construction the 2011, for contract the year-end At Jordan. Aqaba, in terminal acontainer for awharf of extension the for awarded 2011 was acontract In buildings. sundry and habitats extensive buildings, facility centre, educational an amosque, stations, train 2 , as well as entry gates, garages, workshops, workshops, garages, gates, entry as well , as Laela-Sumbawanga road improvement 37 navigation beacons and two mooring facilities project (south-west Tanzania). on Sierra Leone River near Pepel. BAM International (in joint venture). BAM International.
In 2011 BAM was awarded the contract for the design and In Sri Lanka, the new fishery harbour in Dikkowita, ten construction of a 600-metre quay wall for a container kilometres north of Colombo, was handed over to the terminal in Monrovia, the capital city of Liberia. BAM client. Infraconsult is responsible for the design. In 2011 BAM received a major contract for the design and In February all employees were safely evacuated from construction of a jetty for Vale, the world’s largest iron Libya. As the hostilities in the country ended by the end ore exporter. BAM Malaysia is executing the project in of the year, there is optimism about a return by BAM partnership with the Australian construction company International to resume operations in Libya. McConnell Dowell and the Malaysian contractor See Yong & Son. The joint venture will complete the project 91
In the Australia region, BAM International – together in 2013. 2011 with its Australian partner Clough – is executing the design and build contract for an LNG jetty in Papua New BAM Decorient Indonesia has been awarded a contract Guinea, including the installation of all the pipes and for the onshore civil works of a cement plant for Holcim electro-mechanical systems. Completion is scheduled in Tuban, East Java, Indonesia. Completion is scheduled for year-end 2012. BAM Decorient Indonesia produced for 2013. the concrete elements for this project. The Indonesian subsidiary also made 40,000 Xbloc concrete armour units for use by third parties at the construction of a jetty for the Gorgon LNG project on Barrow Island in Australia.
In the Asia Pacific area BAM Decorient Indonesia completed a 36-storey office tower for Tempo Realty in Jakarta, as well as a design and build contract for an LNG jetty in Tanjung Priok. Het Meesterwerk (70 houses and 59 apartments), Amersfoort, the Netherlands. AM (in joint venture). Insert: Development and construction of 100 apartments in the Karspelhof project, Amsterdam-Zuidoost. BAM Woningbouw.
Property
Key figures for the property sector
(x €million) 2011 2010 Revenue 674 593 Result before tax (23.4) (59.7) Margin before tax - - Order book (year-end) 1,103 1,394 93 2011 In Ireland, the property market offers no opportunities for sales at present. This led to a small negative result, owing to insufficient coverage of overheads and interest charges. The Belgian property company Kaïros posted a good result, owing to the successful development or redevelopment of a number of residential projects in urban centres such as Brussels and the sale of commercial property projects for the Belgian Government. The order book offers favourable prospects for the coming years. investmentTotal in the stock of property decreased to million (year€1,492 December end as at 31 2010: 2011 €1,540 million), primarily due to disinvestments in the fourth million of this quarter. total €1,167 was invested in the Netherlands, million €169 in the United Kingdom, €45 million million in Ireland in Belgium. and €111 The investments in stock are funded in part by recourse and non-recourse project-related property loans. As at the recourse31 December property 2011, loans stood at €223 million (year-end €307 million) 2010: and the non recourse property loans at €372 million (year-end €402 million).2010: ). 2 of commercial property as at 2 of commercial property). The 2 (at year-end 2010: 22,700 m year-end 22,700 (at 2010: 2 31 December 2011 (year-end 2010: 111 homes and (year-end 111 31 December 2010: 2011 approximately 2,300 m The focus on reducing the invested capital in the coming years led to provisions of €20 million for a few property positions that are eligible for accelerated sale or where development might be delayed. 2,230 homes were sold from own development projects homes). During in 2,174 the Netherlands (2010: in 2011 thethe sales second to individual half of 2011, buyers fell sharply. The Group’s completed but unsold or unlet stock in the Netherlands increased homes and to 170 approximately m 10,760 The Dutch property activities recorded a break-even operating Themarket for resultnewly in 2011. built homes continued to deteriorate andfurther in2011 worsening is expected The area and in 2012. property developer AM has adjusted its organisation to these negative market conditions. increase in unlet commercial property relates to retail shops. The number of unsold homes still under construction fell to December 308 as at 31 2011 Thus(year-end 642). the total 2010: number of unsold homes under construction or completed as at 31 fellDecember by a third compared 2011 to the total number compared at year-end (478 to 753). 2010 In the United Kingdom, BAM Properties recorded a small negative because result of insufficient in 2011 coverage of overheads. The sale of a commercial property in Glasgow caused the invested capital in the United Kingdom to decrease. Conditions in the British property market remained difficult. As December at 31 the Group’s supply of unsold2011, and unlet commercial property in the United Kingdom was around 18,900 m 94 2011 BAM Utiliteitsbouw, BAM Techniek. BAM BAM Utiliteitsbouw, Development, Estate Real AM Utrecht. office, head Netherlands Capgemini Amersfoort, De Oosterkolk in Alkmaar, Thorbeckepark Thorbeckepark Alkmaar, in Oosterkolk De Amersfoort, in Fourty5High as such projects in well went work construction of start the by followed homes the of sale the example, For locations. various at successes sales record to managed AM awhole, as market residential the on low relatively was output Although costs. lower at and time preparation shorter a with wishes modern to tailored homes develop to order in collaboration their intensified Woningbouw BAM and AM projects. sell and develop successfully to able was AM sub-project, per accordingly product the adjusting and wishes consumer specific monitoring continually and phases small into projects these cutting By provisions. sustainability practical to thanks costs living low relatively with design arational on based ladder, housing the up moving people and buyers first-time for homes affordable includes which demand, market current the meet that projects of development inventive the on efforts its concentrated AM synergy. and savings cost on still was organisation the within focus The projects. completed in or progress in projects either in homes unsold of stock the reduce substantially to able also was AM property. build and develop to rights the retaining still while usually development, land relinquishing and partnerships simplifying by policy this implemented successfully AM projects. in invested capital of amount the reducing and combinations product/market new unique creating products, property its of sales and development dynamic on focussed was market stagnating this in AM’s policy amortgage. out take to attempting individuals private by experienced difficulties increasing the and confidence consumer diminishing crisis, Euro the surrounding uncertainty growing the situation, economic bad the of grip the in was market 2011. in property Dutch The circumstances market difficult with faced again was > AM AM. Amsterdam. in block office GAK former the in homes starter and accommodation student Studio: De of impression Artist’s of the apartments. the of some buying be will Achmea Syntrus Beheer. Hoogvliet by owned be will which facilities commercial for space is there level, ground At Rotterdam. in district Wijnhaven the in 152 apartments, comprising complex, ‘100hoog’ eye-catching the on work of start the saw also 2011 Bouwinvest). for homes (single-family Amersfoort in Vathorst and foundation) housing Zayaz the for homes (care ’s-Hertogenbosch in Hoven De Achmea), Syntrus for (apartments Amsterdam in district Amstel the corporation), housing Nijestee the for (townhouses Groningen in Ciboga Bouwinvest), for houses (bow Lent in Laauwik foundation), housing Rochdale the for apartments rented and Achmea Syntrus for apartments Cordaan, for homes (care Amsterdam in Banne De Vervoer), Openbaar Pensioenfonds Stichting for houses (single-family Maassluis in Loofmeesters De Bouwinvest), for space commercial and (apartments Haarlem in DeoNeo in properties of numbers large sold AM example, For corporations. housing and investors for increasingly working now is AM buyers, private for homes developing to addition In sale. for up put also –were penthouses to townhouses two-storey and bedsits from varying – apartments terrace OPZUID the Amsterdam-Zuid, In 627 homes. comprises plan the total, In city. the of areas Watergraafsmeer and Amsterdam-Zuid the between Amstel River the in bend wide the on district Amstel the in sale on went homes student 348 of a total afterwards, Shortly road). ring western the on Lommer en Bos in building GAK former the of redevelopment (the complex apartment Studio De the in sale on went apartments buyer’s first-time and student 320 The projects. Villa-Mokum and Studio De the in rent or buy to homes student of numbers large offering by accommodation student affordable high-quality, of shortage huge the to responding is AM Amsterdam, In ’s-Gravenzande. in Tuinveld and Schipluiden in Korpershoek Utrecht, in Redevelopment of a former domestic science school and a former police station (10 apartments, 2 town houses and a doctor’s surgery), Transformation of the former Enka factory site into a The Hague. living and working environment, Ede, the Netherlands. AM, BAM Habo. AM, BAM Woningbouw (in joint venture).
AM is a participant in a number of large-scale and Princess Margriet of the Netherlands opened long-term plans for multi-purpose area development, Rabobank’s new financial advice centre, an AM Real mainly in city-centre areas. Examples include the Estate Development project in Van Gelderpark in redevelopment of Stadswerven in Dordrecht, the Apeldoorn. Schelde district in Vlissingen, Groot ZiekenGasthuis and The centre was developed using the principles of ‘highly CarolusZiekenhuis hospitals in ‘s-Hertogenbosch, the sustainable non-residential construction’ adopted by plan for the town centre in Best, Enka in Ede, the Agentschap NL. Brouwerspoort in Veenendaal, Lange Wemen in Hengelo, Drie Hoefijzers in Breda, Nieuw Zaailand in In Enschede, Rabobank Enschede-Haaksbergen, AM Leeuwarden and Kraanbolwerk in Zwolle. Real Estate Development and Rabo Eigen Steen 95
officially gave the green light for the construction of the 2011 The partnership formed by Rotterdam municipal new Rabobank building on Zuiderval. The building authority and a development consortium (including comprises approximately 6,000 m² of office space and AM) on the Newport Nesselande project – apartments, offers a high level of sustainability. Elsewhere in shops and leisure facilities at Lake Zevenhuizerplas – Enschede, thanks to the Kotmanpark plan, the housing was given the NEPROM Award for Location corporation De Woonplaats and AM took a further step Development for 2011. The project development sector towards the objective of developing energy-neutral association NEPROM presents this award every two buildings within the next few years. years to encourage and reward partnerships between public and private sector parties in spatial development. AM Real Estate Development and project partner Multi Vastgoed started the construction of the prestigious When devising and developing sustainable and inspiring Nieuwe Haagse Passage shopping centre in the centre living environments, AM actively considers all the of The Hague. The Green Building Council awarded the interests and all the stakeholders in an open planning ‘BREEAM Good’ sustainability certificate to this project. process to ensure that optimum use is made of locations – both in the urban and in the rural environment. AM Real Estate Development and various partners also Sustainability is always an integral component of any presented the Sustainable Shopping Centres Toolkit. project. AM works closely with other BAM operating The toolkit is a practical instrument for municipal companies, including BAM Utiliteitsbouw, BAM authorities, developers, investors, retailers and Woningbouw, BAM Civiel, BAM Wegen, BAM Techniek construction companies to develop, build and operate and BAM PPP. shopping centres in a sustainable manner. The parties involved in developing the toolkit expect it to > AM Real Estate Development focuses on the systematically help to improve the sustainability of development of commercial real estate. In order to existing and new shopping centres in the Netherlands. cluster the activities in this market, IPMMC Vastgoed and AM Real Estate Development merged with effect Part of AM Real Estate Development since 1 September from 1 September 2011 under the name AM Real Estate 2011, IPMMC Consult is a full-service provider offering Development. Open since April 2011, the company’s consultancy, project management, accommodation new office won the Concrete Award 2011. advice and real estate conceptualisation. 96 2011 retail portfolio. retail and office current its of value full at sales and lettings achieving on In 2011, concentrate to continued it UK. Construct BAM of asubsidiary is Properties > BAM Agency. Buildings Government Belgian the to lease long-term under are m²)that (9,000 buildings archive national new two build to contract the won also company The projects. other numerous for underway are studies 2012. of course Feasibility the in completed be will buildings These Deurne. in apartments) serviced (300 projects Silsburg and Gallifort the for obtained were permits the sector, care health the In Brussels. in Gerlache and Werfkaai Hooikaai, including stage, study feasibility the at are or started also projects 2012. other Various January in start will (157 phase apartments) second The complete. almost is Evere in (199 apartments) project Geneva the of phase first the market, residential the In development. in are that projects of range the by shown is as successful, proving is strategy diversification This market. office the outside possibilities development on increasingly focussing is Kaïros Hessen. of State German the for Brussels (5,700 m²) in office anew building on started also Work Government. Flemish the for also is m²)which (40,000 Ghent in block office an build to contract the awarded was m²)and (24,000 Leuven in Centre Administrative Flemish the completed Kaïros market, office the In sector. development the of segments various into diversifying proactively by capacity earning its strengthen further to able been has Kaïros climate, economic difficult the Despite market. property Belgian the on players successful most and largest the of one is 2007. company since The Group the of > Kaïros Amsterdam. in offices Piper DLA and Overy en Allen the of renovations the and office law Westbroek Blackstone Brauw De the of construction the managed successfully also has Consult IPMMC Netherlands. the throughout shops bank ING 280 than more of layout the of rebranding total the as such programmes, accommodation large various in involved is Consult IPMMC , the high-end office developer, has been part part been has developer, office high-end , the it will continue to pursue this strategy throughout 2012. throughout strategy this pursue to continue will it and downturn economic the since strategy Properties’ BAM of focus main the been has This locations. prime in sites prime on developments sustainable quality, for emerging are opportunities although subdued, remains Britain in market property The occupiers. and owners land corporate for developments office pre-let and venture joint of anumber pursuing also is company The Council. City Glasgow by considered being currently is application planning Aformal Glasgow. 110 Queen Street, at site aprime of purchase the following development proposed its for plans the about consultation public asuccessful in engaged Properties BAM 2012. early in building the of completion the to prior underway is campaign amarketing and London, West Chiswick, in building office sustainable 2011 during ahighly on continued work Construction plc. Redrow to it sold subsequently and Birmingham, Parklands, at land its for consent planning alternative secured company year, the the in on Early building. the of 60 percent over occupies now company the and BSkyB to let was Stockport Square St Peter’s at development the of floor Another Manchester. Quays, Salford in development Metro the at space the half took them between Insight, and Merz Knight Sinclair tenants, international Two lettings. significant achieved also company The property. prime for demand investor international with line in 5percent of ayield reflecting million £24.5 for Management Investment Salle La of client investor aGerman to Glasgow Street, Buchanan on development retail its of part final the sold Properties BAM BAM Properties, BAM Construction. Construction. BAM Properties, BAM Glasgow. Street, Buchanan in space retail and office of Redevelopment 97 2011 ‘Neumatt - Cantonal Administration Center Burgdorf’: design, finance, build and operate a new, regional prison complex for 110 inmates, including working space and office space. BAM PPP, BAM Deutschland (in joint venture). Insert: Widening of the Utrecht Lunetten to Veenendaal stretch of the A12 motorway (the Netherlands). BAM Wegen with BAM PPP, BAM Civiel, BAM Infratechniek, BAM Infraconsult.
Public-Private Partnerships (PPP)
Key figures for the PPP sector
(x €million) 2011 2010 Revenue 508 311 Result before tax 10.5 3.5 Margin before tax 2.1% 1.1% Order book (year-end) 908 1,288 99 2011 expressed as a percentage of committed equity, infrastructure projects represent percent 61 of BAM’s current portfolio. BAM PPP signedIn May 2011 a joint venture agreement with Dutch pension fund manager PGGM. The committed investment in the joint venture totalled €390 million, of which €240 million is to be allocated to new projects million and €150 to existing projects. The agreement provided BAM PPP with the twin benefits of a significant and robust position from which to pursue further projects and a stable platform within which equity can be recycled whilst also allowing BAM PPP to retain a long term interest in concessions. Progress achieved by the joint venture to date has been good with eight bids commenced and three existing projects transferred in December 2011. Notwithstanding continuing economic uncertainty, the PPP market remained robust and is during 2011 continuing to offer an attractive level of bidding opportunities. There is a clear trend towards bigger infrastructure projects which are particularly interesting to BAM which is well positioned to play a key role in this market because of the comprehensive range of integrated services available within the BAM organisation. The high level of bidding activity experienced is expected during 2011 to continue in 2012. The Netherlands and Belgium are expected to be the most active markets offering a wide range of road, rail, judicial, education and general accommodation schemes. The United Kingdom appears likely to offer improved deal flow particularly from schemeslocated in Scotland, however projects in England remain subject to the current review of PFI by the Government and it is currently unclear as to when and in what form further projects will be progressed. The German and Swiss markets appear likely to continue to offer steady growth. It is not likely that there will be many opportunities emerging from the Irish market in the short to medium term following the announcement of the recent Government spending review. The underlying performances of projects in their construction and operational phases were stable and in line with expectations in 2011. The result before million was €10.5 tax in 2011 €3.5 million).(2010: The improvement in profitability reflects during 2011 the continuing successes in winning projects, the initial impact of the joint venture with PGGM into which the first transfer of projects was completed. BAM PPP was awardedIn 2011, five new concessions, three of which reached financial close during the The year. two projects remaining at the preferred bidder stage are expected to reach financial close during the first The newhalf concessions of 2012. increase the committed net investment obligation for the portfolio by €54 million which – after taking account of the impact of transfers into the joint venture with PGGM – increases committed net two prison projects at Beveren and Dendermonde in Belgium; the extension of the A9 motorway in Thuringia in Germany; the upgrade and junction of the N11 improvements on the N7 in Ireland (preferred bidder) and Schools Bundle 3 in Ireland consisting of 8 new schools on 7 sites (preferred bidder). 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 accommodation sectors in the BAM Group’s European home markets. investment to €253 million €240 million), of (2010: which €88 million €87 million) has (2010: actually been invested. The directors’ valuation of the portfolio at was approximately31 December 2011 €300million approximately(31 December 2010: €300 million) reflecting the net impact of our successful investment and strategic divestment activities during the year. BAM hadAs 36 PPP December contracts at 31 2011, in its order book (including the two preferred bidder contracts), of which 29 are managed by BAM PPP; the remaining seven contracts involve a very limited amount of shareholders’ equity and are managed by sister companies responsible for the construction and maintenance work under the contract. Additions to the PPP portfolio included: in 2011 • • • • BAM PPP’s projects are distributed across all of BAM’s European markets and are predominantly availability based. The ratio of accommodation to civil engineering projects is also balanced, although civil engineering schemes are often greater in scope and therefore, when BAM PPP is responsible for Royal BAM Group’s involvement in the European Public-Private Partnerships (PPP) market. BAM PPP’s result reflects the investment activities. Profit arising from construction and maintenance activities associated with PPP projectsis reported under the relevant sectors. Construction management for 36 MW Green Bear wind farm for Vestas, north Poland. Insert: Nitrogen buffer in salt cavern for Gasunie, Heiligerlee, the Netherlands.
Consultancy and engineering
Key figures for the consultancy and engineering sector
(x €million) 2011 2010 Revenue 1 223 210 Result before tax 1 15.2 13.6 Margin before tax 1 6.8% 6.5% Order book (year-end) 1 n.a. 101
1 Classified as discontinued operations. 2011 101 Gasunie. The major EPC underground nitrogen storage project for Gasunie is running on schedule with the official ‘take-over’ of the nitrogen injection section. Overall completion is also on schedule for the third quarter of Furthermore,2012. the Netherlands scored projects for AgriPure, Heinz and DMV-Fonterra. In Germany, the organisation was adapted to market conditions Kemira awarded in early a sizeable 2011. projectwhich comprises the engineering and construction management of a new flocking agent plant. Tebodin finalised the design of piping for a new power plant in Boxberg for KSC (investor: Vattenfall). Sales activities from the Belgian office resulted in a long-term framework agreement for engineering and project management services from BASF Antwerp. In most places in Central and South-Eastern Europe sales increased. The Czech Republic scored projects for the extension of Skoda Auto plants in the home country and in India. In Poland and Hungary, several new contracts were won from producers of green energy. In Poland especially, where‘wind energy’ significantisa topic, Tebodin became involved wind in farms. 15 Other wind farms are under construction in Romania. In Eastern Europe, good market opportunities combined with the strong market position led to great sales in Russia. Several green field projects were contracted, such as those for Knauf Insulation, IKEA, Siemens, Magna International, Cargill and Heinz. With two projects won for Cargill, Tebodin worked for them in Russia on four projects simultaneously. The Ukrainian market conditions were more difficult mainly due to political reasons. Many projects were acquired from clients in the steel market and from international financial institutions. The offices in the Middle East – United Arab Emirates, Qatar, Oman and Bahrain – together kept on growing, thanks to a general positive climate on the one hand, and the staffing of the big EMC service contract for PDO in Oman on the other hand. The offices work for clients in the oil and gas, industrial, infrastructure, water and chemical sectors. A major order was won from the Qaiwan Group for a refinery expansion in Kurdistan, Iraq. Other Tebodin’s turnover for 2011 increased turnoverTebodin’s for by 2011 6 percent to €223 million). million €210 (2010: The result before tax million was €15.2 (2010: million). The€13.6 margin was 6.8 percent 6.5 percent).(2010: The company’s staff increased by 700 people to a total of 3,500. Tebodin achieves approximately 40 percent of its turnover in the oil and gas market. The energy and environment, health and nutrition, industrial and infrastructure sectors each account for approximately percent 10 of turnover, while the chemical sector contributes percent. 15 The remaining 5 percent comes from projects from the property sector. Tebodin Consultants& Engineers is an independent multidisciplinary consultancy and engineering firm that operates worldwide with 3,500 employees. Tebodin has some 50 offices throughout Western, Central, South-Eastern and Eastern Europe, the Middle East, Asia and Africa. worldwide Tebodin’s office network is important for providingoptimum services not only to local clients, but also to ‘global clients’ that Tebodin serves in many countries. Tebodin’s globalTebodin’s client list grew significantly, accompanied by an increasing number of countries in which Tebodin has worked for specific global clients. Examples of global clients in new countries are DSM in the Netherlands, Belgium, Germany, China, India, Vietnam and Huntsman Taiwan, in the Netherlands, Germany and Indonesia, Michelin in Hungary, Romania, Poland, Brazil, China and India, Praxair in the Netherlands, Belgium, Russia and the Ukraine and SGL Carbon in Germany, China and Malaysia. The proactive approach towards sustainability all through the network produced an increased amount of work. Teaming-up and sharing knowledge between offices and countries is key for providing sustainable solutions. Several LEED/BREEAM certification projects have been realised example, (for DSM, DMS Zealand, Neinver and Caterpillar). The number of certified LEED/BREEAM consultants grew to a total of 17. The international office network continued to grow. With the new office in Jakarta, Indonesia, Tebodin entered another country to offer consultancy and engineering services. It is the fourth Tebodin office in the South Asia and Asia Pacific region. In Western Europe the offices in the Netherlands saw a growth in the number of employees since the economic crisis began at the end of 2008. New framework contracts were obtained from Nuon Biggerand projects BP. were scored for Huntsman and 102 2011 carried out for Cabot, Knauf Gypsum, and Huntsman. and Gypsum, Knauf Cabot, for out carried being are projects Other Paints. AkzoNobel for contract EPCm an was Indonesia in office new the for project first The opportunities. many offered market Indonesian The Nestlé. and DSM Heus, De &Gamble, Procter Bunge, for executed were Projects well. developed has Vietnam in office The Nuplex. and Electronics Semicron DSM, Cargill, IKEA, for projects include contracts New industries. food and automotive the in also but sector, chemical the in especially clients global major several for worked China in offices Both awarded. were Huntsman) and Insulation Knauf AkzoNobel, (Cabot, clients global major for projects several Jakarta, and City Min Chi Ho Guangzhou, Shanghai, in offices the between cooperation on Based people. 400 around of total acombined employ India and Indonesia Vietnam, China, in offices The market. ahuge creates circumstances demographic advantageous with combined region the to moved have powers economic that fact The areas. growth straightforward are region Pacific Asia the and Asia South significantly. grew Asia in Tebodin’s network Science. Crop Bayer and Hettich by awarded were projects EPCm parts. automotive of amanufacturer Gestamp, and Michelin from orders large two with well developed also India 1,300. around was employees of number total the year the of end the At East. Middle the in employee 1,000th their welcomed Tebodin 2011 In started. PDO for contract EMC seven-year the to relating projects first The Dhabi). (Abu ADMA-OPCO and (Dubai) ENOC Dhabi), (Abu Pipelines Dusup services), (EPCm Bahrain in BASF from scored were projects 2011 103 Independent auditor’s report Overview of principal subsidiaries and associates Royal BAM Group nv executive officers Ten year key figures Key financial dates Consolidated balance sheet as at 31 December Consolidated balance sheet Consolidated income statement of comprehensive income Consolidated statement of equity Consolidated statement Consolidated cash flow statement financial statements Notes to the consolidated General information Business model policies Summary of significant accounting Financial risk management Critical accounting estimates and judgements 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 Reserves Capital base Borrowings Derivative financial instruments Employee benefit assets and obligations Provisions Deferred tax Trade and other payables Personnel expenses Impairments Audit fees Finance income and expense Income tax expense Earnings per share Dividends Contingencies Commitments Business combinations Assets held for sale and discontinued operations Related-party transactions Joint ventures Concessions Government grants Research and development Events after balance sheet date Company balance sheet at 31 December Company income statement Notes to the statutory financial statements Other information 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 192 193 194 196 104 105 106 107 108 109 109 109 110 123 128 130 133 135 137 140 141 142 142 143 144 145 146 147 147 153 154 160 161 163 163 164 164 165 165 166 167 167 168 169 169 170 173 174 175 176 176 177 177 178 187 191 Financial statements 2011 statements Financial 104 2011 18 35 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 109to176areanintegralpartof theseconsolidatedfinancialstatements. Non-controlling interest Income taxpayable Retained earnings Income taxreceivable Current assets Non-current liabilities Total assets Non-current assets Total equityandliabilities Current liabilities Group equity Equity attributabletotheCompany’sshareholders Derivative financialinstruments Trade andotherpayables Borrowings Deferred taxliabilities Provisions Employee benefitobligations Derivative financialinstruments Borrowings Reserves Share capital Assets heldforsale Cash andcashequivalents Derivative financialinstruments Trade andotherreceivables Inventories Deferred taxassets Pension planassets Derivative financialinstruments Other financialassets Associates PPP receivables Intangible assets Property, plantandequipment Capital base Liabilities heldforsale Provisions (x € 1,000) Consolidated balance sheet as at 31 December
4,988,824 2,460,068 2,229,254 3,594,867 1,163,143 1,162,408 3,047,808 1,951,024 1,012,610 2,116,904 1,514,458 7,218,078 1,362,408 7,218,078 (258,539) 240,101 100,935 249,500 714,694 137,585 743,284 734,480 373,634 303,242 149,410 233,131 706,253 17,509 36,539 82,529 70,861 19,198 54,330 76,080 1,988 5,071 2011 802 735
4,574,339 2,316,055 2,559,508 3,716,159 1,101,633 1,099,941 3,267,605 1,904,021 2,085,888 1,564,208 7,133,847 1,301,512 7,133,847 (196,916) 366,984 120,902 149,305 709,466 913,792 111,966 210,781 753,313 850,156 409,064 174,063 587,391 22,549 75,464 48,463 54,999 66,363 8,672 4,022 1,684 1,702 1,692 2010 95 - 2011 105 0.08 0.08 Total Total 3,040 2,585 (7,589) 33,719 18,366 18,366 25,955 15,326 87,155 (30,296) (64,623) (108,271) (128,196) (356,128) 7,610,742 (7,641,038) (1,512,777) (1,276,641) (4,261,610)
- - 49 (20) 0.05 0.05 (129) (156) 9,443 9,443 9,463 (4,114) (2,682) 13,664 13,557 (37,077) (20,362) (16,714) 2010 2010 209,933 (196,269) (119,305) operations operations Discontinued Discontinued
0.03 0.03 8,923 3,060 8,923 2,714 5,863 (3,475) 33,719 12,398 87,106 (43,960) (64,467) (105,589) (128,196) (319,051) 7,400,809 operations operations (7,444,769) (1,393,472) (1,256,279) (4,244,896) Continuing Continuing
- 0.54 0.54 Total Total 1,732 (1,829) 34,376 72,801 (30,966) (99,144) 127,727 127,727 150,660 158,693 125,995 (106,016) (348,903) 7,920,108 (7,769,448) (1,548,706) (1,396,274) (4,367,720)
- - 25 63 114 0.05 0.05 (148) (2,916) (2,678) 15,175 12,259 12,259 15,260 12,145 2011 2011 (38,959) (12,696) (25,119) 222,681 (207,421) (127,994) operations operations Discontinued Discontinued
- 0.49 0.49 1,618 (1,854) 34,376 72,738 (98,996) (28,050) 143,518 113,850 115,468 135,400 115,468 (103,338) (309,944) 7,697,427 operations operations Continuing Continuing (7,562,027) (1,420,712) (1,383,578) (4,342,601)
Consolidated income statement income Consolidated (x € 1,000) The notes on pages 109 to 176 are an integral part of these consolidated financial statements. Earnings per share for net result attributable to shareholders of the Company (in € per share) Result before tax Net result for the year Attributable to: Shareholders of the company Total operating expense Basic Fully diluted Finance expense Result from associates Income tax Impairments Personnel expenses Amortisation and depreciation Revenue Finance income Operating result Non-controlling interest Other operating expenses Raw materials and consumables Exchange rate differences Subcontracted work and other Subcontracted work and external charges 30 30 29 28 11 28 8, 9 26 25 6 106 2011 The notesonpages 109to176areanintegralpartof theseconsolidatedfinancialstatements. 20 - Associates Discontinued operations Shareholders ofthecompany - Subsidiaries Currency translationdifferences¹ Net resultfortheyear ¹ Aftertax. Continuing operations Attributable tosharholdersofthecompanyarisesfrom: Non-controlling interest Attributable to: Other comprehensiveincome Total comprehensiveincome Fair valuecashflowhedges¹ (x € 1,000) Consolidated statement of comprehensive income
127,727 (62,147) (73,113) 11,047 52,540 64,372 64,372 11,832 65,580 65,580 1,208 2011 (81)
(15,669) (11,124) (38,916) 22,153 18,366 10,930 2,697 2,891 2,697 1,094 2010 (194) (194) 2011 107 (81) (150) 1,094 2,697 1,407 Group equity (2,486) (4,070) (5,327) (6,015) 18,366 65,580 22,153 11,047 (15,669) (62,147) (38,916) (13,864) (73,113) 127,727 217,722 240,087 881,214 1,101,633 1,163,143
- - - - 9 735 (150) (149) (524) (158) (344) (422) (102) interest 3,040 1,692 1,732 2,891 1,208 6,172 (2,486) (7,371) (2,165) (2,015) (4,541) Non-controlling
- - (81) (194) Total 1,094 1,407 (1,905) (3,312) (1,474) 15,326 64,372 22,144 11,149 (15,520) (61,623) (38,758) (13,520) (72,691) 125,995 225,093 240,087 875,042 1,099,941 1,162,408
------(7,133) (7,133) (1,474) 15,326 15,326 (14,994) (13,520) 587,391 125,995 125,995 587,059 706,253 earnings Retained
------(81) 1, 094 22,144 11,149 (15,520) (15,520) (61,623) (61,623) (38,758) (72,691) Equity attributable to Reserves (196,916) (181,396) (258,539) the Company’s shareholders
------Share 5,228 1,407 3,821 capital 240,087 709,466 240,087 469,379 714,694
Consolidated statement of equity of statement Consolidated (x € 1,000) Net result recognised directly in equity Total comprehensive income At 31 December 2010 At 31 December 2011 Total comprehensive income Net result recognised directly in equity Preference shares conversion Issue of shares Fair value cash flow hedges - Associates Dividend paid Fair value cash flow hedges - Associates Dividend paid The notes on pages 109 to 176 are an integral part of these consolidated financial statements. At 1 January 2010 Net result for the year Net result for the year Currency translation differences - Subsidiaries Acquisition of non controlling interest Currency translation differences - Subsidiaries Other movements Other movements 16 31 16 31 11 20 11 20 108 2011 The notesonpages 109to176areanintegralpartof theseconsolidatedfinancialstatements. 15 35 15 31 19 19 16 11 10,11,12 9 8 35 11,12 12 9 8 10 21,22 11 28 28 35 11,12,26 8,26 9 8,26 29 Income taxpaid Interest received Purchase financepreferenceshares Adjustments for: Interest paid Acquisition ofsubsidiaries Other movementsinminorityinterest Exchange ratedifferenceonnetcash position Dividend paidtonon-controllinginterests Changes inworkingcapital(excludingnetliquidities) - Resultonsaleofproperty,plantandequipment Net resultfortheyear Net cashflowfromordinaryactivities Net cashflowfrominvestingactivities Cashflow fromoperations Increase/decrease innetcashposition Net cashflowfromfinancingactivities Net cashflowfromoperatingactivities Net cashpositionatendoftheyear Movement netliquiditiesassetsandliabilitiesheldforsale Net cashpositionatbeginningoftheyear Dividend paid Repayment ofnoncurrentborrowings New noncurrentborrowings Net proceedsfromissuenewshares Dividend received Divestments infinancialassets Divestments inintangibleassets Divestments inproperty,plantandequipment Divestments ofPPPprojects Investments inotherfinancialfixedassets Investments innon-currentreceivables Investments inintangibleassets Investments inproperty,plantandequipment Change inPPPreceivables Changes inprovisions - Resultfromassociates - Financeexpense - Financeincome - ResultonsalePPPprojects - Impairmentofotherfixedassets - Impairmentofproperty,plantandequipment - Amortisationofintangibleassets - Depreciationofproperty,plantandequipment - Taxation (x € 1,000) Consolidated statement cashflow
1,008,005 (130,007) (452,954) (346,511) (419,002) 127,727 273,194 109,513 105,761 285,521 912,870 637,673 218,550 (33,952) (17,165) (26,654) (70,171) (40,242) (34,376) (72,801) (11,669) (13,458) (90,927) 72,903 17,251 25,429 99,144 11,096 94,920 30,966 41,788 (3,000) (2,015) (4,325) (3,312) (2,838) 6,539 2011 (218) (314) 154 - - - -
(101,342) (205,593) (353,550) (250,080) 149,281 185,491 375,960 240,087 715,152 503,287 137,042 912,870 (13,520) (10,664) (35,939) (80,538) (69,159) (33,719) (87,155) 86,761 18,366 44,487 15,124 35,323 14,615 64,623 10,947 97,324 12,227 16,291 (4,628) (2,570) (2,573) (3,538) (3,452) 5,112 7,589 2010 (344) 884 11 - - - - 2011 109
Notes to the consolidated financial statements financial consolidated the to Notes Business model Business General information General If it is probable that total contract cost will exceed total contract revenue, the expected loss will be recognised as an If it is probable that total contract cost will exceed total contract revenue, the expected loss will 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. 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 The majority of the Group’s activities consist of statement based on the progress of work. Construction contracts are these contracts are accounted for in the income or payables to customers, depending on the balance of cost incurred presented in the balance sheet as receivables from Please refer to Notes 3.10, 3.11, 3.21 and 3.22. (including results recognised) and invoiced instalments. development) are treated as inventory on the balance sheet. Projects initiated at the Group’s own risk (property beneficial ownership of Revenue, costs and (net) result are recognised in the income statement from the moment the the projects on the balance projects is (contiguously and/or partially) transferred to third parties. From that moment on, contracts with third sheet are also presented as receivables from or payables to customers, consistent with construction Please refer to Notes parties. Non-recourse and other borrowings for projects are recorded separately, under borrowings. 3.9, 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 provided to third parties. Income received relates predominantly to the availability of facilities (PPP receivables) and their actual use. These projects are accounted for on the balance sheet as financial fixed assets are recorded separately, intangible assets (PPP concessions), respectively. (Non-)recourse PPP loans for these projects of payments and interest under borrowings. If income depends on the availability of a facility, cash inflows will consist on the actual use of a income with regard to PPP receivables and (deferred) concession revenue. If income depends consist of repayments facility, cash inflows will consist of payments actually received for using the facility. Cash outflows concession result and of and interest expense for borrowings and the cost of concession activities. The interest result, phase, PPP projects are depreciation expense are accounted for in the income statement. During their construction 3.7, 3.16, 3.22. treated as construction contracts and construction revenue is recognised. Please refer to Notes and results are Rendering of services consist predominantly of (maintenance) activities for third parties. Revenue recognised in the income statement. Please refer to Notes 3.10 and 3.22. Royal BAM Group nv (´the Company´) was incorporated under Dutch law, and is domiciled in the Netherlands. The The Netherlands. the in domiciled is and law, Dutch under incorporated was Company´) (´the nv Group BAM Royal as together to (referred subsidiaries its and Company the cover 2011 year the for statements financial consolidated ventures. joint in share its and ´the Group´), Exchange. Stock Amsterdam Euronext NYSE the on listing a with company liability limited public a is Group BAM Royal Board Executive the by publication for approved were and 2011 year the cover statements financial consolidated These on 7 March 2012. The 2011 financial statements were approved by the Supervisory Board on 7 March 2012 and will be be will and 2012 March 7 on Board Supervisory the by approved were statements financial 2011 The 2012. 7 March on 2012. April 25 on Shareholders of Meeting General annual the to adoption for submitted 1. 110 2011 identifiable netassets,thedifference willbetakendirectlytotheincomestatement. assets, thedifferencewillberecorded asgoodwill.Iftheconsiderationtransferredislessthanfairvalue ofthe acquired partythatalreadyexisted attheacquisitiondateexceedfairvalueofGroup’ssharein identifiablenet If theconsiderationtransferred, non-controllinginterestorthefairvalueatacquisitiondateofan inthe non-controlling interestshareinthe identifiednetassetsoftheacquiredparty. acquisition date.Foreachacquisition,theGroupvaluesapossiblenon-controlling interesteitheratfairvalueorthe Acquired identifiableassetsand(contingent)liabilitiesacquiredareinitially measuredattheirfairvaluesthe expensed asincurred. value ofanyassetorliabilityresultingfromacontingentconsideration agreement.Acquisition-relatedcostsare transferred, theliabilitiesincurredandequityissuedbyGroup. Theconsiderationtransferredincludesthefair acquisition ofsubsidiaries.Theconsiderationtransferredforthe ofasubsidiaryisthefairvalueassets moment theGroupnolongerhascontrol.Thepurchasemethodofaccounting isusedtoaccountfortheGroup’s Subsidiaries arefullyconsolidatedfromthedateonwhichGroup obtains control.Theyaredeconsolidatedfromthe account thepotentialvotingrightswhichareexercisableatbalance sheetdate. operational policies,generallyaccompaniedbythepossessionofmorethanhalfvotingsharesandtakinginto Subsidiaries includeallentitiesoverwhichtheGroupdirectlyorindirectlyhaspowertocontrolfinancialand a) 3.2 issues soastounderstandingoodtimethederivingconsequencesforitsfinancialstatementsandoperations. The Groupisfollowingcloselythedevelopmentsinareaoffinancialaccounting,particularlywithregardtoabove - - The GroupisexaminingthepossibleeffectsoffollowingIFRSstandardsonGroup’sbusinessperformance: - - In 2011,theGroupappliedfollowingIFRSstandardsforfirsttime: 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. IFRS 11‘Jointarrangements’.Thenewstandardnolongerallowsconsolidationofjointventuresonaproportionalbasis. IAS 19(revised)‘Employeebenefits’.Therevisedstandardnolongerallowsusingthecorridormethod; cash flows. pension asset.Theimplementationwitheffectfrom1January2011hasnoimpactontheGroup’sequity,netresultor IFRIC 14(Revised)‘Prepaymentsofaminimumfundingrequirement’.Therevisedstandarddealswithrecognition implementation witheffectfrom1January2011hasnoimpactontheGroup’sdisclosures; IAS 24(Revised)‘Relatedpartydisclosures’.Therevisedstandardclarifiesthedefinitionofarelatedparty. Subsidiaries Consolidation General Summary of significantSummary accounting policies 2011 111 Transactions retaining joint control Transactions resulting in loss of control Transactions with non-controlling interests Elimination of inter-company transactions Joint ventures Associates g) for which an interest in that If the ownership interest in a joint venture is transferred to another joint venture, in exchange is sold and recognised in the joint venture is obtained, the result of such transfer is determined based on the interest that income statement. f) is re-measured to its fair When the group ceases to have control or significant influence, any retained interest in the entity carrying amount for the value, with the change in carrying amount recognised in profit or loss. The fair value is the initial or financial asset. In addition, purposes of subsequently accounting for the retained interest as an associate, joint venture are accounted for as if the any amounts previously recognised in other comprehensive income in respect of that entity previously recognised in other Group had directly disposed of the related assets or liabilities. This may mean that amounts comprehensive income are reclassified to profit or loss. – Jointly controlled If the ownership interest in an associate is reduced but the Group retains joint control and SIC-13 amounts previously entities – Non-monetary contributions by venturers is used, only a proportionate share of the recognised in other comprehensive income are reclassified to profit or loss where appropriate. e) of the Group. If a non- The Group treats transactions with non-controlling interests as transactions with equity owners share acquired of the controlling interest is purchased, the difference between any consideration paid and the relevant to non-controlling interests carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals are also recorded in equity. Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of Unrealised gains on transactions between the or joint venture. This also applies to unrealised losses unless the the Group’s interest in the participating interest of the asset transferred. transaction results in a demonstrable impairment associates and joint ventures have been adjusted where necessary to The accounting policies applied by subsidiaries, the Group. ensure consistency with the policies adopted by d) and unrealised gains on transactions between subsidiaries are eliminated. Inter-company transactions, assets and liabilities transaction results in a demonstrable impairment of the asset transferred. Unrealised losses are also eliminated unless the c) is contractually exercised jointly with third parties, are accounted for The Group’s interests in entities, in which control combines its share in the joint ventures’ individual revenues and based on proportional consolidation. The Group basis with corresponding items in the Group’s financial statements. expenses, assets and liabilities on a line-by-line b) the but no control, generally accompanied by over which the Group has significant influence Associates are all entities account the potential voting rights which are one fifth of the voting shares and taking into possession of more than sheet date. exercisable at the balance in based on the equity method. Investments are initially recognised at cost and subsequently Investments in associates identified on acquisition. The Group recognises (net of any accumulated impairment losses) associates include goodwill in the carrying amount of the participating interest. changes in reserves and attributable results its part of the associates’ the in the income statement. The Group’s share in participating interest’s results is recognised The Group’s share in the is recognised in the Group’s reserves. The Group changes in reserves after the acquisition date participating interest’s (including other unsecured receivables), losses exceeding the carrying amount of the investment does not recognise any 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. 112 2011 Pound sterling Pound rate Average sterling Pound date sheet balance on rate Spot The euroexchangeratesusedfortheGroup’smajorforeigncurrenciesareasfollows: d) translation atyear-endarerecognisedintheincomestatement. closing rate.Foreignexchangegainsandlossesresultingfromthesettlementofsuchtransactions transaction. Ateachbalancesheetdate,monetaryitemsdenominatedinforeigncurrenciesaretranslatedusingthe Foreign currencytransactionsaretranslatedintothefunctionalusingexchangerateatdateof c) the foreignentityandtranslatedatclosingrate. 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 model. segmented informationisinlinewiththeinternalreportsasprovidedtoExecutiveBoardbasedonthismanagement engineering ispresentedasdiscontinuedoperationsduetotheintendeddisposalofthese(Tebodin).The Partnership, MechanicalandelectricalcontractingConsultancyengineering.Thesector subsidiaries underthemembers.TheGroup’ssectorsare:Construction,Property,CivilengineeringandPublicPrivate The ExecutiveBoardmadeasectordivisiontodivideitsfocalareasregardingcontrolandmonitoringoftheGroup’s 3.3 all resultingcurrencytranslationdifferencesarerecognisedincomprehensiveincome. income andexpensesforeachstatementaretranslatedataverageexchangerates; assets andliabilitiesforeachbalancesheetaretranslatedattheclosingratedateofthatsheet; Exchange rates Exchange currencies foreign in denominated transactions with Subsidiaries currencies foreign in denominated statements financial with Subsidiaries currency reporting and Functional Foreign currencytranslation Segment reporting 0.869263 0.837521 2011 0.857559 0.856531 2010 2011 113 25% 2% to 10% 10% to 25% 15% to 50% 10% to 25% 10% to 25% 12.5% to 25% Property, plant and equipment Property, plant and 3.5 losses. impairment accumulated and/or depreciation accumulated less cost at stated are equipment and plant Property, items. of construction or acquisition the to attributable directly is that expenditure includes Cost it if only appropriate, as asset, separate a as recognised or asset an of amount carrying the in included are costs Subsequent Other reliably. measured be can item the of cost the and Group the to flow will benefits economic future that probable is incurred. are they which in period financial the during statement income the to charged are costs their account into taking method, straight-line the using calculated is equipment and plant property, on Depreciation depreciated. not is Land below. stated as lives, useful estimated their over values residual estimated Land (and improvements) Buildings and houses 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 ownership are classified as financial leases. Leased of minimum lease payments. The lease payments are divided into the fair value of an asset and the net present value costs are accounted for in the income statement. repayments and financing costs. The financing estimated useful lives and Property, plant and equipment under financial leases are depreciated over the lower of their their lease term. 114 2011 intangible assetsiscalculatedusing thestraight-linemethodovertheirestimatedusefullives. and arestatedatcost,lessaccumulated amortisationandaccumulatedimpairmentlosses.Amortisation onother Other intangibleassetsrelatetomarket positions,includingbrandnamesandthemanagementofacquired subsidiaries, d) Revenues fromPPPconcessionsarereviewedannuallyanddepreciation isadjusted,ifapplicable. duration oftheconcession. PPP concessionsaredepreciatedinlinewiththeactualusageofspecific publicfacility,withamaximumofthe attached tothegrantwillbefulfilled. concession ifitcanbestatedwithareasonabledegreeofcertaintythat thegrantwillbereceivedandthatconditions Investment grantsreceivedbygovernmentforPPPconcessionsarededucted, atfairvalue,fromthevaluationof based onactualusage.PPPconcessionsareaccountedforatcostlessaccumulativedepreciationandimpairment. PPP concessionsconsistofrightsobtainedfromgovernmenttochargeusersfortheusepublicfacilities(tollroads), c) The usefullivesandresidualvaluesofassetsarereviewedannuallydepreciationisadjusted,ifapplicable. (4 -10 years),takingintoaccounttheirresidualvalues. Amortisation onnon-integratedsoftwareiscalculatedusingthestraight-linemethodovertheirestimatedusefullives Non-integrated softwareisstatedatcost,lessaccumulatedamortisationandimpairmentlosses. b) recorded intheincomestatement. Gains andlossesondisposalofentitiesincludethecarryingamountgoodwillrelatingtoentitysoldare and therisksspecifictoasset. discounted totheirpresentvalueusingapre-taxdiscountratethatreflectsthemarketsituation,timeofmoney to beinlinewiththeGroup’slong-termexpectationsregardsectorsandmarkets.Theforecastcashflowsare recovery. Cashflowsafterthefive-yearorten-yearperiodsareextrapolatedusingestimatedgrowthfiguresconsidered A ten-year period(2010:fiveyears)isusedforpropertyoperationsintheNetherlandsrelationtoexpectedmarket application ofpre-taxcashflowprojectionsbasedonfinancialbudgetsapprovedbymanagementoverafive-yearperiod. of thevalueanassetlesssellingexpensesanditsinuse.Thecalculationrecoverableinvolves including allocatedgoodwill,againstitsrecoverablevalue.Thevalueofacashgeneratingunitisthehigher Goodwill istestedforimpairmenteveryyear.Thisinvolvestestingthecarryingamountofacashgeneratingunit, Impairments ofgoodwillareirreversible. Goodwill onacquisitionsofassociatesisincludedininvestmentsassociates. benefit fromtheacquisitionwhichgeneratedgoodwill. For thepurposeofimpairmenttesting,goodwillisallocatedtocashflowgeneratingunitsthatareexpected comprehensive income.Goodwilliscarriedatcostlessaccumulatedimpairmentlosses. contingencies, insofarasitrelatestotransactionsafter1January2010,isrecognisedintheincomestatementor identifiable assetsandliabilitiesoftheacquiredsubsidiaryatdateacquisition.Thechangeinvaluewithregardto Goodwill representstheexcessofconsiderationpaidonanacquisitionoverfairvalueGroup’ssharein a) 3.6 Other intangible assets intangible Other concessions PPP software Non-integrated Goodwill Intangible assets 2011 115 Inventories Other financial assets PPP receivables Raw materials and consumables Property development Land and building rights c) c) value. Cost is based on the Inventories of raw materials and consumables are stated at the lower of cost and net realisable and in bringing them to first-in, first-out (FIFO) principle and includes expenditure incurred in acquiring the inventories their existing location and condition. of business, less the The net realisable value of this inventory is the estimated selling price in the ordinary course in the normal course of estimated cost of completion and selling expenses. Assets qualify as inventory if they are used business. b) b) for (re)development and land positions in their stage of Property development consists of acquired projects stated at the lower of cost and net realisable value. The Group capitalises development. These projects and positions are development. Capitalisation of interest cost starts at the beginning interest and other cost as part of the cost of property in which active development is interrupted and ceases when the project of development, is suspended during the period is completed or sold. cost of the project is If the equitable title of a project is transferred in whole or in part to a third party, the capitalised accounted for in the income statement and the related revenue is recognised. related to the Transfer of equitable title is deemed to take place when the control over and the risks and benefits a continuing basis during ownership of the project are transferred to the buyer. If transfer to the buyer takes place on contracts. Please refer to development of a project, the property development projects are recognised as construction and buildings, if any, have Note 3.10. This may be the case in house-building projects as from the moment that the land been legally transferred to the buyer. 3.9 a) at the lower of cost and net realisable value. The Group capitalises Inventories of land and building rights are stated from the moment that activities are carried out in relation to the directly attributable interest as part of the cost realisation of building land. 3.8 not- The market. active an in quoted not are that investments and receivables non-derivative are assets financial Other measured subsequently and value fair at recognised initially are payments, determinable or fixed with receivables, quoted cost. amortised at are policies operating and financial governing in influence significant no has Group the where entities in Investments value fair the if cost at or loss, and profit through value fair at recognised are assets These assets. financial as classified material being not as assessed is value fair the and investment the between difference the if or reliably measured be cannot statements. financial consolidated the to 3.7 in relation to PPP projects, based upon the payments to be received from government PPP receivables are concession financial assets. These receivables are initially facility. PPP receivables are accounted for as availability of the specific rate measured at amortised cost, using an effective statements at fair value and subsequently recognised in the financial of interest. 116 2011 presented incurrentborrowings. demand andforminganintegralpartoftheGroup’scashmanagement. Bankoverdraftsincurrentaccountsare Cash andcashequivalentsincludeatbank,inhanddeposits heldoncallwithbanks,ifrepayable 3.12 disclosed assuchinthenotestofinancialstatements. months. Thefairvalueofreceivablesandtheamountsexpectedtobesettledaftermorethantwelvemonthsare Trade andotherreceivablesareexpectedtobesettledwithinthenormalcourseofbusiness,normallytwelve related provisionarewrittenoffandthepossibledifferenceisaccountedforinincomestatement. separate accountforimpairments.Assoonasanamounttobereceivedisinfactuncollectable,thereceivableand The differenceisrecordedintheincomestatementandcreditedagainsttradereceivablesotherona reduced valueofthereturnandcarryingamount. considered tobeindicatorsforpossibleimpairments.Impairmentsamountthedifferencebetweenanticipated collect theamountreceivable.Imminentcorporatebankruptcy,financialreorganisationsoroverduepaymentsare accumulated impairmentlosses.ImpairmentsareaccountedforifthereisobjectiveevidencethattheGroupunableto Trade andotherreceivablesareinitiallyrecognisedatfairvaluesubsequentlymeasuredamortisedcost,less 3.11 construction contractsforthirdpartiesortherenderingofservicesrespectively. accounted forastwoseparatecontracts.Revenueandresultsarerecognisedaccordinglyintheincomestatement project asseparatecomponents,orforwhichthesecomponentscouldbenegotiatedindividuallyinthemarket,are Contracts containingtheconstructionofaprojectandpossibilitysubsequentlong-termmaintenancethat presented asaliability. receivable. Iftheinvoicedinstalmentsexceedcostsincurred(includingresultrecognised)contractwillbe costs incurred(includingtheresultrecognised)exceedinvoicedinstalments,contractwillbepresentedasa Projects arepresentedinthebalancesheetasreceivablesfromorpayablestocustomersonbehalfofcontract.If estimated projectcost.Revenuesandresultarerecognisedintheincomestatementbasedonthisprogress. period. Thestageofcompletionismeasuredbyreferencetothecontractcostincurredasapercentagetotalactualor The Groupusesthe‘percentageofcompletionmethod’todetermineappropriateamountberecognisedinagiven total contractcostishigherthantherevenue,expectedlossrecognisedasanexpense. is recognisedonlytotheextentofcontractcostsincurredthatarelikelyberecoverable.Ifitprobable statement basedontheprogressofworkperformed.Ifoutcomeacontractcannotbeestimatedreliably,revenue If theoutcomeofacontractcanbeestimatedreliably,projectrevenueandcostareaccountedforinincome and theallocateddirectcostbasedonnormalproductioncapacity. identifiable lossesandinvoicedinstalments.Thecostpriceconsistsofallcostswhicharedirectlyrelatedtotheproject Construction contractsarestatedatcostincurredandallocatedresultinlinewiththeprogressofconstruction,less 3.10 Cash andcashequivalents Trade andotherreceivables Construction contracts 2011 117 Borrowings Equity attributable to the Company’s shareholders Equity attributable to the Company’s Impairments Assets held for sale and discontinued operations Assets held for sale Reserves Retained earnings Share capital 3.16 payments are not The principal amount of the subordinated loan is subordinated to all other creditors. Interest subordinated. reserves in equity. Financing preference shares are classified as liabilities, less the equity component recorded under statement. Dividends on financing preference shares are recognised as an interest expense in the income b) b) These include reserves for cash-flow hedges and currency translation adjustments. c) shares in the Company. These relate to cumulative prior-year earnings less dividends payable to holders of ordinary are recognised as Dividends are recognised as liabilities upon declaration. Dividends on financing preference shares interest expenses in the income statement and as liabilities in the balance sheet. a) and non-convertible financing preference shares are classified as Ordinary shares are classified as equity. Convertible financing preference shares is represented by the difference between liabilities. The equity component of the convertible component, and is recognised as such in equity. the issue price and the fair value of the liability shares are presented in equity as a deduction (net of tax) from the Costs directly attributable to the issue of new proceeds. paid – net of any If the Group or any subsidiary purchases shares in the Company’s share capital, the consideration sold or reissued, any directly attributable costs and taxes – will be deducted from equity. If such shares are subsequently consideration received will be included in equity, net of any directly attributable and taxes. 3.15 Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually. Assets Assets that have an indefinite useful life are not assets, are reviewed for impairment whenever events or changes in that are subject to amortisation, as well as other may not be recoverable. An impairment loss is recognised for the amount circumstances indicate that the carrying value its recoverable amount. The recoverable amount is the higher of the by which the carrying value of an asset exceeds in use. If the value in use is applied, impairments will be assessed at value of an asset less selling expenses and its value the level of the cash flow generating unit. are reviewed annually for a possible reversal of the impairment. Assets, excluding goodwill, that have been impaired impairment, while it cannot exceed the carrying value which the A maximum reversal is the amount of the original subjected to impairment. relevant asset would have had if it had not been 3.14 3.13 recovered predominantly through a sale transaction held for sale if the book amount is to be Assets are classified as being The amount and fair value, less selling expenses. use. They are stated at the lower of book rather than through continued soon liabilities held for sale. Depreciation stops as assets held for sale are presented separately as liabilities related to the assets held for sale. as assets are classified as held are presented as assets and liabilities control is retained through a partial sale transaction Joint ventures whose joint consolidated. of the sale. The retained interest is proportionally for sale for the interest 118 2011 schemes inmulti-employerfundsare recognisedasdefinedcontributionschemes. insurance companyfailstomaintain sufficientassetstopayallpresentandfuturepensionbenefits.Defined benefit company orpensionfundandhasno legalorconstructiveobligationstopayfurthercontributionsifthe fundor A definedcontributionschemeisa pensionschemeunderwhichtheGrouppaysfixedcontributionstoan insurance retirement, usuallydependentuponfactorssuchasage,yearsofservice andcompensation. A definedbenefitschemeisapensiondefiningtheamountof pensionbenefitsthatanemployeewillreceiveon payments tomulti-employerfunds,insurancecompaniesortrustee-administered funds. The Grouphasbothdefinedbenefitandcontributionschemes. Theschemesaregenerallyfundedthrough a) 3.18 equivalent valueofmorethan€1million. The Groupuseshedgeaccountingonallforwardexchangecontracts andinterestrateswapsforprojectswithan in theincomestatement. value ofexistingderivativesand(iii)thereleasetoincomestatement,assoonrelatedtransactionisrecognised The movementincomprehensiveincomeconsistsof:(i)additionswithregardtonewderivatives,(ii)theincrease movement isrecognisedinequity;iftheyarenot,itaccountedfortheincomestatement. transactions are,initsassessment,effectiveoffsettingchangescashflowsofhedgeditems.Iftheyareeffective,the At hedgeinceptionandafterwards,theGroupperiodicallydocumentswhetherderivativesusedinhedging items, aswellitsriskmanagementobjectiveandstrategyforundertakingthevarioushedgetransactions. At theinceptionofatransaction,Groupdocumentsrelationshipbetweenhedginginstrumentsandhedged cash flowhedgeaccountingisapplied. accounting hasbeenappliedand,ifso,whetherthehedgerelationshipiseffective.Ifeffective, at theirfairvaluethereportingdate.Themethodofrecognisingresultinggainorlossdependsonwhetherhedge Derivatives areinitiallyrecognisedatfairvaluethedateonwhichtheyenteredintoandsubsequentlymeasured occasionally. on loansandincaseofcertainfuturecashflowsforeigncurrencies.Inaddition,commodityhedges(diesel)areused from operatingandfinancingactivities.Derivativesareonlyusedashedginginstrumentsincaseoffloatinginterestrates The Groupusesderivativefinancialinstrumentstohedgeitsexposureinterestrateandforeignexchangerisksarising 3.17 liability untilatleast12monthsafterthebalancesheetdate. Borrowings areclassifiedascurrentliabilitiesunlesstheGrouphasanunconditionalrighttodefersettlementof amortised cost. Borrowings areinitiallyrecognisedatfairvalue(netofincurredtransactioncosts)andsubsequentlymeasured Bank overdraftsareclassifiedascurrentliabilitiesandrecognisedatfairvalue. recognised asanexpenseintheincomestatement. Financial leaseobligations(netoffinancecharges)areclassifiedasliabilities.Theinterestelementinpaymentsis securities. Recourse PPPloansandotherprojectfinancingalsodirectlyrelatetothecorrespondingassetsbutwithadditional and buildingrightspropertydevelopment). Non-recourse loansdirectlyrelatetothecorresponding(project)specificassets(PPPconcessions,PPPreceivables,land Pension liabilities Pension Employee benefits Derivative financialinstruments 2011 119 Bonus and profit-sharing schemes Share-based payments Termination benefits Other long-term employee obligations d) d) schemes. The liability The Group recognises a liability for bonuses and profit-sharing, based on the relevant performance is recorded and disclosed as such under other liabilities. e) remuneration in the Based on the long-term remuneration plan (LTR plan), Executive Board members receive a variable of dividend on these form of a pre-determined number of conditionally granted phantom shares (under re-investment phantom shares). of phantom shares that Phantom shares become unconditional three years after the date of grant, while the percentage is defined as the will vest and become unconditional depends on the Group’s performance. The Group’s performance of several companies which realised value growth of the BAM share in comparison with the average realised value growth realised value growth, or are comparable to BAM (the peer group) in the three-year performance period. The (average) Total Shareholders Return (TSR), consists of share price performance plus (re-invested) dividend. distribution takes place at Upon vesting date, unconditional phantom shares are locked up for another two years. Cash the end of the lock-up period. shares, which is paid The fair value of the variable remuneration granted to Executive Board members based on phantom until the date on which the in cash, is recognised as a liability with a corresponding credit entry of liabilities for the period is re-assessed on every Executive Board members are unconditionally entitled to payment. The valuation of the liability as personnel reporting date and on the settlement date. Any changes in the fair value of the liability are recognised expenses in the income statement. c) c) to termination of employment before the standard retirement date. The Termination benefits are liabilities with regard committed to terminating the employment of employees Group recognises termination benefits if it is demonstrably discounted to their present value. The liability is recorded and disclosed under a formal and irrevocable plan. Benefits are as such under non-current and current provisions. b) b) leaves and similar arrangements and have a non-current nature. These obligations relate to jubilee benefits, temporary These obligations are stated at present value. Defined contribution schemes contributions to insurance companies or trustee-administered funds For defined contribution schemes, the Group pays The Group has no further payment obligations once the contributions are on a mandatory, contractual or voluntary basis. expense when they are due. Prepaid contributions are recognised as paid. The contributions are recognised as personnel in the future payments are available. an asset to the extent that cash refunds or reductions Defined benefit schemes the to defined benefit pension schemes consist of recognised in the balance sheet with regard The assets and liabilities the assets of the scheme, adjustments for at balance sheet date, less the fair value of present value of obligations gains or losses and past service costs. unrecognised actuarial actuaries, by using the projected unit credit is calculated annually by independent The defined benefit obligation by discounting the estimated future cash of the defined benefit obligation is determined method. The present value denominated in the currency in which the benefits rates for high-value corporate bonds that are outflows using interest to maturity of the related pension liability. terms to maturity approximating to the terms will be paid, and that have arising from changes in actuarial assumptions. method for actuarial gains and losses The Group applies the corridor of the scheme and defined benefit obligation exceeding 10 percent of the higher of the assets Actuarial gains and losses over the employees’ expected average are charged or credited to the income statement (the maximum corridor) recognised directly in the income statement, unless the changes to the remaining working lives. Past service costs are in service for a specified period of time (the vesting period). In this pension scheme depend on the employees’ remaining straight-line basis over the vesting period. case, the past service costs are amortised on a 120 2011 as suchinthenotestofinancial statements. months. Thefairvalueofpayablesandtheamountsexpectedtobesettled aftermorethantwelvemonthsaredisclosed Trade andotherpayablesareexpectedtobesettledwithinthenormal courseofbusiness,normallywithintwelve Trade andotherpayablesarestatedatfairvaluefirstrecognition subsequently,atamortisedcost. 3.21 current liabilities. Deferred tax assets and liabilities are classified as such and presented on the balance sheet as non-current assets and non- liabilities relate to taxes levied by the same tax authority from the same taxpayer. Deferred tax assets and liabilities are netted if the Group has a right to do so by law, and if the deferred tax assets and reverse in the foreseeable future. timing of the reversal of the timing difference is controlled by the Group and if it is unlikely that the timing difference will Deferred taxes are provided on timing differences arising on investments in subsidiaries and associates, except if the differences and the available losses can be utilised. Deferred tax assets are recognised if it is probable that future taxable profit will be available against which the timing that are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled. taxes are determined using tax rates (and acts) that have been determined no later than on the balance sheet date and which at the time of the transaction affects neither accounting nor taxable profit or loss, are not accounted for. Deferred deferred taxes arising from initial recognition of an asset or liability in transactions (other than business combinations), between the tax bases of assets and liabilities and their carrying values in the consolidated financial statements. However, Deferred tax assets and liabilities are recorded for the forecast fiscal consequences of temporary differences arising 3.20 rental commitments. This coversotherlegalandconstructiveobligations,forexampleenvironmentalmatters(soilpollution)orcontinuing d) These includetheestimatedcommitmentsarisingfromrentalguaranteesissuedtothirdparties. c) reorganisation hascommencedorbeenannouncedpublicly.Futureoperatinglossesarenotprovidedfor. A provisionforreorganisationisrecognisediftheGrouphasapprovedadetailedandformalplan b) This provisionrelatestoestimatedliabilitiesandpendingproceedingswithregarddisputesaboutcompletedprojects. a) time valueofmoneyismaterial,theamountprovisionequalsnetpresentoutflow. recognised asaprovisionisthebestestimateofoutflowcashtosettlepresentobligation.Ifeffect resources isprobableandcanbeestimatedreliably.Noprovisionsareformedforfutureoperatinglosses.Theamount Provisions arerecognisediftheGrouphasalegalorconstructiveobligationasresultofpasteventsandanoutflow 3.19 Other guarantees Rental Reorganisation Warranties Trade andotherpayables Deferred taxes Provisions 2011 121 Revenue Other Provision of services and sale of goods PPP concessions Property development Construction contracts e) e) of property, Other revenue includes, among other items, rental income under operational lease and (sub)lease equipment or installations. Revenue from the provision of services is recognised if the result of the transaction can be reliably determined. Revenue Revenue from the provision of services is recognised if the result of the transaction can be reliably reliably, revenue is is included in proportion to completed services. If the result of a transaction cannot be determined only recognised if it is likely that the costs incurred can be recovered. the customer has Revenue from the sale of goods is recognised if products have been delivered to the customer, of the amount accepted the products and it is likely that the related receivables can be collected. Revenue consists agreed upon for the related transaction. d) d) c) Construction The Group accounts for construction revenue and operating revenue related to concession management. and 6. revenue is recognised in accordance with construction contracts. Please refer to Note 3.22a usage of a facility (PPP Operation revenue depends on the availability of a facility (PPP receivables) or on the actual value of the rendering of concessions). If income depends on the availability of a facility, revenue consists of (i) the fair in the project. If income contractually agreed upon services and (ii) interest income related to the capital investment usage of the facility. depends on the actual usage of a facility, revenue consists of payments actually received for as financing In both cases, revenue is recognised as soon as the related services are rendered. Interest is recognised income in the period to which it relates. b) b) property development. Revenue consists of the agreed upon amounts of The Group recognises revenue with regard to the risks and rewards relating to the equitable title have been transferred the transactions. No revenue is recognised until as the equitable title is transferred to a third party. A transfer has taken to a third party. Revenue is recognised as soon can be measured reliably; (ii) it is probable that future economic place if (as a minimum): (i) the total contract revenue to complete the contract can be reliably measured. Revenue and cost are benefits will flow to the Group and (iii) the cost of the project activity at the balance sheet date and if and to the recognised by reference to the stage of completion extent that the equitable title has been transferred. taken place if and to the extent that risks and rewards attached to A transfer of equitable title is considered to have This may relate to an entire project or to significant parts thereof, if ownership have been transferred to the customer. This applies to land transfers, for example. the related risks and rewards have also been transferred. transfer of risks and benefits related to the ownership takes place in Revenue recognition of projects with a continuing refer to Note 3.22a and 6. accordance with construction contracts. Please 3.22 a) Revenue consists of the initially agreed amount associated with construction contracts. The Group recognises revenue work, claims and incentive payments. and the variations in contract and cost are accounted for in the income can be estimated reliably, project revenue If the outcome of a contract if: (i) the total contract revenue can be measured progress of work performed. This is the case statement based on the and Group; (iii) the cost to complete the contract that future economic benefits will flow to the reliably; (ii) it is probable contract cost can be identified and measured can be reliably measured; and (iv) the the stage of contract completion The progress percentage consists of the ratio cost can be compared with prior estimates. reliably so that the actual costs. between costs recorded and the total of expected reliably, revenue is recognised only to the extent of the contract costs If the outcome of a contract cannot be estimated incurred that are likely to be recoverable. 122 2011 activities. Thecomparativefigureshavebeenadjusted. presented ascashflowfromoperatingactivities.Until2010this flowwaspresentedascashfrominvesting consists ofcashandequivalentsexcludingbankoverdrafts.Asfrom 2011thecashflowfromPPPreceivablesis The cashflowstatementispreparedaspertheindirectmethod. liquidities positioninthecashflowstatement 3.24 expenses arefixed. between thefixedinterestandvariableinterest,isrecognisedinincomestatement.Consequently,financing If avariableinterestrateisfixedbymeansofanswap,thecharge,aswelldifference PPP projectsintheconstructionphaseandonpropertydevelopment. borrowings andfinancialleasearrangementsaswelldividendpaidonpreferenceshares,lesscapitalisedinterest Financing incomeconsistsofinterestandresultfromassociates.expenseconsistcostson f) statement intheperiodwhichtheywereincurred. projects. Expenseswithregardtootherresearchanddevelopmentarerecognisedaccountedforintheincome Research anddevelopmentexpensesthataredirectlyrelatedtoprojects,recognisedinthecostpriceofthese e) accounted for. Government grantsrelatingtocostsarerecognisedintheincomestatementperiodwhichrelated and theGroupwillcomplywithallconditionsattachedtoit. Grants fromgovernmentarerecognisedattheirfairvalueifthereisreasonablecertaintythatthegrantwillbereceived d) remaining balanceoftheliability. costs arechargedtotheincomestatementoverleaseperiodsoasproduceafixedperiodicrateofintereston Financial leasepaymentsarepartiallyaccountedforasrepaymentsofliabilitiesandfinancingcost.Financing c) line basisoverthetermoflease. Payments madeunderanoperationallease(netofanyincentives)arerecognisedintheincomestatementonastraight- b) period. in theperiodwhichtheyinitiallyoccurred,arenotcapitalisedanymoreifprojectisobtainedfollowing awarded totheGroup,costsarecapitalisedfromthatmomentonwards.Iftenderrecognisedasanexpense Tender costsareinitiallyrecognisedintheincomestatement.Ifthereissufficientcertaintythatprojectwillbe a) 3.23 Financing income and expense and income Financing development and Research grants Government payments lease Financial payments lease Operational Tender costs Cash flowstatement Expenses 2011 123 Financial risk management risk Financial Financial risk factors Market risks a) risks exchange Foreign The countries. non-euro other in extent, limited a to and, Kingdom United the in activities substantial has Group The in active is Group the Generally, rates. exchange foreign by affected therefore are equity shareholders’ and results Group’s and income because limited, therefore is risk exchange The subsidiaries. local through markets mentioned above the not is risk translation associated The subsidiaries. the of currencies functional the in largely expressed are expenditure hedged. their than currency different a in denominated are contracts where markets in active are subsidiaries of number limited A currency, same the in expressed mainly are projects these from revenues and costs that is policy Group currency. functional using basis, project-by-project a on risk exchange residual the hedges Group The risks. exchange foreign limiting thus contracts. exchange forward The occur. these as soon as million €1 of excess in risks exchange project-related unconditional of hedging involves This from arising and stage tender the in risks exchange Additional accounting. hedge of means by hedges these reports Group basis. case-by-case a on assessed are amendments contractual regular the ensure to place in are Systems transactions. hedge of recording proper for established been have Procedures accounting. hedge for measurements effectiveness hedge requisite the of analysis and performance transactions account current for risk rate exchange an faces predominantly Group the instruments, financial to regard With with risk rate exchange the of effect residual The contracts. exchange forward by covered is risk This sterling. pound in limited. is equity, and result Group’s the on currencies other and sterling British in instruments financial to regard risks rate Interest hand, one the on equivalents, cash and cash and receivables interest-bearing with associated is risk rate interest Group’s The rate interest flow cash a with Group the presents it variable, is interest the If other. the on borrowings, interest-bearing and risk. rate interest value fair a is there fixed, is rate interest the If risk. under swaps, rate interest of use the through possible extent the to risk rate interest flow cash the mitigates Group The swaps rate interest use not does Group The rates. fixed into converted are rate variable a on based liabilities interest which risk. rate interest value fair the hedge to order in rates variable into converted are liabilities interest fixed-rate which under usual the and position debt the equivalents, cash and cash account into takes risk rate interest flow cash the of analysis The being are hedges and studied being are alternatives addition, In requirements. capital working Group’s the in fluctuations considered. PPP and subordinated (mainly borrowings long-term to regard with risks rate interest flow cash policy, Group Under to insensitive entirely not is Group the result, a As swaps. interest by hedged largely are financing) bank and borrowings (2010: fixed was position debt net Group’s the on interest the of percent 76 2011, year-end At rates. interest in movements positions. account current and financing project short-term of entirely almost consists covered not part The percent). 74 4.1 4. rate, interest rate, price, credit and liquidity. risk factors with regard to foreign exchange The Group recognises financial those that is customary in the industry. The Group not exceptionally or different in nature from 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, 124 2011 involving cash and cash equivalents and bank deposits. million being held in banks with at least an ‘A’ rating. The Group’s policy aims to minimise any concentration of credit risks only with respectable banking institutions. This involves cash and cash equivalents as well as bank deposits in excess of €10 associated with cash and cash equivalents and bank deposits held in these banks as a result of the Group’s policy to work The Group’s cash and cash equivalents and bank deposits are held in various banks. The Group limits the credit risk until payment has been received, prepayments and the use of bank guarantees. Group policy is designed to mitigate these credit risks through the use of various instruments, including retaining ownership account of the client’s financial position, previous collaborations and other factors. creditworthiness is analysed in advance and then monitored during the performance of the project. This involves taking The credit risk from PPP receivables and trade receivables is monitored by the relevant subsidiaries. Clients’ proportionate to progress of the work, which limits the credit risks, in principle, to the balances outstanding. Furthermore, a significant part of the trade receivables is based on contracts involving prepayments or payments bodies. Therefore, credit risk inherent in these contracts is limited. The PPP receivables and a substantial part of the trade receivables consist of contracts with governments or government receivables, cash and cash equivalents and bank deposits. The Group has credit risks with regard to financial assets including PPP receivables, derivative instruments, trade b) occasionally uses financial instruments to hedge the (residual) price risks. operating reflects the optimum economic balance between decisiveness and predictability. As from 2011, the Group While it is impossible to exclude the impact of price fluctuations altogether, the Group takes the view that its method of advance with the main suppliers and subcontractors. land and materials, as well as the costs for subcontractors, are fixed at an early stage by establishing prices and conditions in If the Group is awarded a project and no price indexation reimbursement clause is agreed with the customer, the costs of quotations and high-value sources of information. offering on major projects. The Group also endeavours to manage the price risk by using framework contracts, suppliers’ The Group’s policy is to agree a price indexation reimbursement clause with the customer at the point of tendering or of actual performance. the difference between the market price at the point of tendering or offering on a contract and the market price at the time The price risk run by the Group relates to the procurement of land and materials and subcontracting of work, and consists of Price risks about €101 million higher or €118 million lower (2010: approx. €149 million higher or approx. €151 million lower). fair value cash flow hedge reserve in Group equity (assuming that all other variables remained equal) would have been If the interest rates (EURIBOR and LIBOR) had been an average of 100 basis points higher or lower during 2011, the Group’s (2010: approx. €0.1 million lower or higher). net result after tax (assuming that all other variables remained equal) would have been about €1.3 million lower or higher If the interest rates (EURIBOR and LIBOR) had been an average of 100 basis points higher or lower during 2011, the Group’s Credit risks Credit 2011 125 2010 3,386 2,074 43,241 12,018 913,792 994,374 108,596 753,313 2,830,794
2011 5,873 2,519 65,832 954,421 116,304 135,364 743,284 1,012,610 3,036,207
PPP receivables Other financial assets Cash and cash equivalents Non-current receivables Derivatives Net trade receivables Retentions PPP receivables Non-current assets Current assets Liquidity risks 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 2011 and included a provision for None of the other financial assets included in this impairment. c) 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 end of the year and settled The first possible expected contractual outgoing cash flows from financial liabilities as at the on a net basis, consist of (contractual) repayments and (estimated) interest payments. 14 12 15 12 20 14 14 The book value of the financial assets involving a credit risk is as follows. as is risk credit a involving assets financial the of value book The 10 126 2011 Subordinated loan 2010 The totalexpectedcontractualcashflowismadeupasfollows: €165 million(2010:million),respectively. Besides that,theGrouphassyndicatedandbilateralcreditfacilitiesavailable of€475million(2010:million)and The expectedoutgoingcashflowsareoffsetbytheincoming fromoperationalactivitiesand(re-)financing. Preference shares Subordinated loan 2011 Non-recourse PPPloans Non-recourse PPPloans Non-recourse projectfinancing Non-recourse projectfinancing Recourse PPPloans Recourse PPPloans Other projectfinancing Other projectfinancing Bank facilities Bank facilities Financial leaseliabilities Financial leaseliabilities Derivatives (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Derivatives (interestrateswaps) Derivatives (interestrateswaps) Other loans Other loans Bank overdrafts Bank overdrafts Other currentliabilities Other currentliabilities
5,484,548 5,688,551 3,267,605 3,047,808 Carrying 199,850 200,000 824,555 859,654 417,371 371,813 131,652 117,127 222,692 306,716 360,000 354,361 148,474 249,685 amount 35,640 38,297 10,085 (3,329) (5,873) 1,721 4,796 1,803 5,069 4,605 922
Contractual 5,964,510 3,267,605 3,047,869 6,122,244 1,075,955 1,177,472 cash flows (250,478) (262,873) 222,785 215,651 430,716 399,136 150,083 123,150 236,689 325,454 377,979 390,213 245,378 264,470 230,155 301,056 46,601 47,463 10,793 2,113 5,601 4,776 942
than 1year 3,392,271 3,250,112 3,046,809 3,694,121 (226,953) (216,925) Not later 108,590 179,114 126,745 220,849 219,674 37,122 99,320 22,472 25,578 45,632 13,518 12,085 44,352 31,361 9,114 9,906 5,604 5,949 8,641 1,534 4,776 471 942
1,484,002 1,509,025 1-5 years 213,671 205,745 239,660 112,639 203,635 299,298 127,611 189,064 177,514 364,461 378,128 135,040 140,212 ( 45,948) (23,525) 17,493 97,572 40,997 41,514 24,529 44,796 1,060 1,642 2,152 4,067 - -
1,088,237 Later than 919,098 799,173 956,243 129,483 47,967 21,195 50,763 5 years 1,993 518 ------2011 127 Total 5,873 3,386 48,463 70,861 153,327 251,488 753,313 913,792 743,284 9,496,779 2,116,904 2,191,125 2,085,888 2,271,005 1,012,610 3,047,808 3,267,605 9,439,953
------No 922 1,278 1,278 4,605 financial 910,815 970,900 3,183,053 2,152,018 2,209,953 3,068,716 instruments
------5,873 3,386 used for hedging 156,713 153,327 251,488 257,361 Derivatives
------3,944 3,944 3,751 3,751 and loss Fair value through profit
Financial instruments - - - - 43,241 65,832 liabilities 895,790 753,313 913,792 743,284 Loans and 1,057,652 6,153,069 1,206,089 1,012,610 2,186,520 1,114,988 2,270,083 6,110,125 receivables /
Financial instruments by categories Capital risks 2010 Derivatives Trade and other payables PPP receivables Other financial fixed assets Derivatives Trade and other receivables Cash and cash equivalents Borrowings Cash and cash equivalents Borrowings Derivatives Trade and other payables 2011 PPP receivables Other financial fixed assets Derivatives Trade and other receivables Of the total balance sheet position of €9.4 billion at year-end 2011 (2010: €9.5 billion), 67 percent (2010: 66 percent) Of the total balance sheet position of €9.4 billion at year-end 2011 (2010: €9.5 billion), 67 percent qualifies as financial instruments. 20 24 10 12 20 14 15 19 15 19 20 24 10 12 20 14 4.3 A significant number of these are inherent to the Group’s normal The Group has four categories of financial instruments. category of borrowings and receivables/obligations. A few other financial commercial operations and are included in the items of the balance sheet. The following summary indicates the values instruments are presented in various other line each relevant balance sheet item. for which financial instruments are included for 4.2 and minimises cost of equity. For this, financing structure that ensures continuing operations The Group’s aim is for a As usual within the industry, the Group monitors the financial markets are important conditions. flexibility and access to this context, the Group uses two solvency a solvency ratio, among other factors. In its financing structure using loans. including and excluding (non-)recourse PPP definitions, i.e. solvency base divided by total assets. The Group’s capital PPP loans is calculated as the capital Solvency including (non-)recourse subordinated loan and the preference shares. attributable to the company’s shareholders, the base consists of equity 18.9 percent (2010: 18.2 percent). and 19. At year-end 2011, the solvency ratio was Please refer to Note 18 excluding (non-)recourse PPP loans was 21.7 percent at year-end 2011 Solvency used in the Group’s strategic agenda (2010: 21.0 percent). 128 2011 market yieldperobjectandtheestimated rent-freeperiods.Inmostcases,externalvaluationsareused. interest taxreliefandfinancingone’s ownhouse.Forcommercialproperty,estimatesaremadewithregard totheexpected particularly importantforhouses.In addition,thereisadiscussiongoingonintheNetherlandswithregard tomortgage information. Developmentsofall-in prices,thelevelofbuildingcostandnumberhousingunitsper project are The Groupassessesthevaluationof landbanksandbuildingrightsbymakingestimatesassumptions basedonmarket b) reliable. long-term (complex)projects.However,historicalexperiencehasalso shownthatestimatesare,onthewhole,sufficiently those involved.Estimatesareaninherentpartofthisprocessandthey maydifferfromthesubsequentreality,especiallyfor This systemisbasedonperiodicassessmentsbytheprojectteamsusing projectaccounts,filesandtheexpertiseof expected lossisrecognisedasanexpense. ‘percentage ofcompletionmethod’.Ifitisprobablethatthetotalproject costwillexceedthetotalcontractrevenue, proportion totheprogressofactivitiesperformed.Theperformed aremeasuredinaccordancewiththe If theresultofacontractcanbereliablyestimated,revenuesandcosts areaccountedforovertheperiodofcontract,in a) and liabilitieswithinthenextfinancialyeararedisclosedinnotestostatements. The estimatesandassumptionsthathaveasignificantriskofcausingmaterialadjustmenttothecarryingvaluesassets future eventsthatmayoccurbasedonthecurrentsituation.Estimatesarecontinuouslyevaluated. actual results.Estimatesandassumptionsarebasedonhistoricalexperienceotherfactors,includingexpectationsof The Groupmakesestimatesandassumptionsconcerningthefuture.Estimateswill,bydefinition,seldombeidenticalto 5.1 expectations offutureeventsthatmayreasonablyoccurbasedonthecurrentsituation. Estimates andjudgementsarecontinuallyevaluatedbasedonhistoricalexperienceotherfactors,including 5. approximate totheirfairvalue. It isassumedthatthenominalvalue(lessestimatedadjustments)ofborrowings,tradereceivablesandpayables those ofthepeergroup.Excludedfromdeterminationfairvalueareservicesandnon-marketrelatedconditions. swap interest.AnticipatedvolatilityisestimatedbasedonthehistoricallyaverageofsharepricesBAMand volatility aswellanticipateddividendsoftheshares,andrisk-freeinterestrate,basedonten-yearEuropean determined. ValuationfactorsincludethesharepricesofBAMandthosepeergroupatvaluationdate,anticipated On balancesheetdatethefairvalueofliabilityarisingfromLTRplanforExecutiveBoardmembersis the currentaccountingpoliciesderivativesareclassifiedas‘level2’. Financial instrumentsvaluedatfairvalueconsistofonlyinterestrateswapsandforeignexchangecontracts.Inlinewith addition, valuationsfrombankersarerequestedforinterestrateswaps. the forwardexchangecontractsismeasuredbasedon‘forward’currencyratesbalancesheetdate.In value oftheinterestrateswapsiscalculatedasnetpresentexpectedfuturecashflows.Thefair One ofthesetechniquesisthecalculationnetpresentvalueexpectedcashflows(DCF-method).Thefair uses varioustechniquesandmakesassumptionsbasedonmarketconditionsbalancesheetdate. The fairvalueoffinancialinstrumentsnotquotedinanactivemarketismeasuredusingvaluationtechniques.Group 4.4 Land and building rights building and Land results Project Critical accountingestimatesandassumptionsinthefinancialstatements Fair valueestimation Critical accounting estimates and judgements 2011 129 Critical judgements in applying the entity’s accounting policies Tax on profitsTax PPP concessions Goodwill Property development Pension plan obligations are considered to be cost within the normal course of business but relate to liabilities that will Pension plan obligations are considered to be cost within the normal course of business but of actuarial principles. These have to be fulfilled at some distant future date. Pension charges are determined on the basis rates, pensionable are based on a number of underlying assumptions such as staffing changes, discount rates, mortality the payments. age, expected return on plan assets, future salary increases and the associated indexation of may deviate from These assumptions are generally reassessed at the start of every financial year. Actual circumstances income or expense in the these assumptions, giving rise to an altered pension obligation, which may then lead to extra as a result of adjusted consolidated income statement. Changes in the relevant pension costs may occur in the future assumptions. are no critical Except for the above and the elements as included in the notes to the financial statements, there further disclosure. accounting estimates or assumptions in applying the Group’s accounting policies which require f) valuation of tax losses. The Group estimates the tax position for each tax entity. Estimates are made with regard to the The Group values deferred tax assets only to the extent that they are likely to be realised. 5.2 e) e) are calculated by using the financial models of the concessions. Market values of the toll roads in Ireland and Germany taking into account project-specific financing, the required profit level The WACC used per concession is determined while in cash flows during the terms (of approx. 25-30 years) and/or of equity and peer information for the Beta. Movements on the market value of the concessions. Particularly with regard to toll changes in the WACC may have a material impact cash flows may be lower in the starting phase and may therefore be roads, where cash flows depend on traffic intensity, adjusted after several years. d) d) year. Based on the business plans of the business units, which are The Group tests for impairment of goodwill every before tax are determined for the next five years. A ten-year period approved by management, the expected cash flows in the Netherlands in relation to the expected market recovery. Cash flows (2010: five years) is used for property operations by using estimated growth figures which are considered appropriate after the five-year or ten-year periods are extrapolated to sectors and markets. For each business unit, a ‘weighted average cost of for the Group’s long-term outlook with regard ‘peer group’. In addition, an estimate is made of the expected capital’ (WACC) is determined based on a representative flows, the inflation, the growth percentage and WACC identified constitute inflation and the growth percentage. The cash to test goodwill. the basis for the ‘discounted cash flow method’ The valuation of property positions is assessed on the basis of market information available. Based on the market positions is assessed on the basis of market information The valuation of property Developments of all-in prices, the level of building and starting points are assessed per project. information, assumptions there particularly important for houses. In addition, units and the moment of development are cost, the number of housing For tax relief and financing one’s own house. in the Netherlands with regard to mortgage interest is a discussion going on rent- market yield per object and the estimated are also made with regard to the expected commercial property, estimates with of the radical changes in market conditions external valuations are used. As a consequence free periods. In most cases, may change significantly. This may result in impairments of positions regard to property, assumptions and starting points to lower market values. As a consequence of the radical changes in market conditions with regard to property, assumptions and starting points may to property, assumptions and starting points radical changes in market conditions with regard As a consequence of the realisation. This may result in impairments of due to the relatively long duration for project change significantly, partly values. positions to lower market c) 130 2011 ¹ Including non-operational assets and liabilities. and assets non-operational ¹ Including Group equityand liabilities Group equity Liabilities Total assets Associates Assets 2010 Group equityandliabilities Group equity Liabilities Total assets Associates Assets 2011 Balance sheet Net resultfortheyear Tax Result beforetax Result fromassociates Net financecost Operating result Revenue Sector revenue Third partyrevenue Services andother Concessions Property development Construction contracts 2010 Net resultfortheyear Tax Result beforetax Result fromassociates Net financecost Operating result Revenue Sector revenue Third partyrevenue Services andother Concessions Property development Construction contracts 2011 Revenue andresults Sector reporting 6. Segment reporting
Construction Construction 1,577,972 3,210,472 2,812,524 1,304,508 1,304,508 1,640,930 1,640,469 2,781,352 3,134,876 2,695,122 2,679,635 1,577,417 1,229,114 1,229,114 397,948 439,754 95,114 93,936 16,129 68,166 59,971 15,043 11,338 1,069 8,182 4,149 555 109 461 13 - - - -
1,739,526 1,749,634 1,635,619 1,635,619 1,707,247 1,707,247 1,833,432 1,822,697 (186,664) (232,492) Property Property 592,759 589,759 111,718 502,140 674,258 674,258 550,472 (23,386) (16,204) 44,383 79,625 10,735 12,068 10,108 (8,368) 1,445 3,000 7,994 1,186 - - - - -
engineering engineering 2,342,383 1,840,457 1,840,457 2,440,480 2,435,062 3,659,180 3,434,426 3,424,243 3,833,979 3,560,985 3,547,749 1,731,499 1,731,499 2,337,719 102,623 224,754 272,994 99,847 91,935 85,725 10,183 13,236 4,664 1,957 4,974 5,418 1,236 Civil Civil 819 ------
1,450,226 1,450,226 1,433,003 1,429,707 1,160,852 1,160,852 1,211,160 1,208,567 311,249 311,249 270,738 507,548 507,548 463,808 40,511 10,465 43,740 3,296 2,711 3,508 9,518 2,593 1,038 1,283 (241) (336) PPP PPP ------
contracting contracting Mechanical Mechanical & electrical & electrical 155,008 155,008 122,139 122,139 143,287 143,287 281,295 246,706 246,706 320,294 258,989 258,989 129,743 129,743 34,589 61,305 7,503 7,344 8,042 7,687 152 348 7 7 ------
Discontinued Discontinued operations operations 103,905 103,905 209,933 203,698 222,681 220,178 203,698 220,178 78,096 78,096 13,664 76,368 76,368 99,860 99,860 15,175 15,260 13,557 6,235 2,503 (107) (85) ------
eliminations eliminations 1,101,633 1,163,143 (144,402 including including (143,827 (199,362 (179,357) (235,302) (426,876) (654,146) (773,528) (666,526) (776,556) 963,781 922,276 191,574 (27,633) (12,354) (31,058) (11,704) (11,297) 12,380 30,301 30,651 (9,686) Other Other 9,404 3,028 2,976 3,028 575 - - - - - 1 ) ) )
6,054,935 7,218,078 7,218,078 7,610,742 7,920,108 6,032,214 6,923,066 7,610,742 7,225,179 7,920,108 7,500,653 7,133,847 1,101,633 7,133,847 7,198,880 1,163,143 127,727 158,693 150,660 111,718 210,781 239,894 259,848 (30,296) (26,343) (30,966) 18,366 22,532 56,640 89,029 47,889 25,955 33,719 34,376 19,198 (7,589) Total Total - - 2011 131 - Total Total 26,840 26,088 27,007 26,639 73,009 241,811 427,010 336,450 854,307 676,654 287,043 116,476 108,271 128,196 106,016 897,407 721,049 7,610,742 3,396,649 2,059,639 3,653,745 7,920,108 1,979,086
) - - 1 204 214 220 222 (182) (253) 2,298 3,252 Other Other 2,794 3,528 (2,235 (19,113) (52,905) (42,154) (44,920) (96,427) (121,159) (534,412) (397,374) (116,540) (654,146) including including (773,528) eliminations eliminations
------843 6,128 3,177 3,413 2,660 2,682 2,670 2,660 2,937 1,849 2,678 93,618 96,768 10,118 121,086 102,204 209,933 222,681 operations operations Discontinued Discontinued
- - - - - 16 41 135 127 365 2,411 4,062 2,335 1,455 1,450 1,701 1,073 1,453 1,442 2,575 317,441 276,827 281,295 320,294 & electrical & electrical Mechanical Mechanical contracting contracting
- - - 87 87 92 87 PPP PPP 954 3,017 6,267 39,167 70,977 47,199 43,484 34,720 13,525 53,491 53,237 64,051 110,422 311,249 134,321 188,923 507,548
- 895 Civil Civil 47,071 14,671 14,232 61,118 71,583 14,997 69,678 14,594 917,721 713,613 172,733 221,669 821,615 649,994 220,338 283,915 241,443 227,547 1,461,649 3,659,180 1,560,922 3,833,979 engineering engineering
- - - - - 314 416 348 416 921 324 3,529 4,564 5,279 3,033 1,966 3,529 51,151 60,689 523,977 127,000 592,759 618,657 674,258 Property Property
- - - 301 7,022 7,337 7,097 6,765 12,789 13,563 20,123 14,671 13,098 19,488 117,497 148,534 437,091 505,489 1,395,635 1,216,423 3,210,472 3,134,876 1,090,196 1,408,596 Construction Construction
3 4 Geographical allocations based on location of projects. 4 Germany Ireland Other (worldwide) 2010 Netherlands United Kingdom Belgium Other (worldwide) Belgium Germany Ireland 2011 Netherlands United Kingdom Revenue Geographical reporting Number of fte at year-end ¹ Including non-operational assets and liabilities. ² Gross investments in tangible and intangible assets. ³ Fulltime equivalent. Impairment losses Average number of fte 2010 Investments ² Amortisation and depreciation Average number of fte ³ Average number of fte Number of fte at year-end Amortisation and depreciation Impairment losses Other information 2011 Investments ² 132 2011 ² Gross investments in tangible and intangible assets based on geographical location. geographical on based assets intangible and tangible in investments ² Gross assets. the of location on based allocations ¹ Geograhpical Eliminations, associatesandnotallocatedassets Other (worldwide) Ireland Germany Belgium United Kingdom Netherlands Assets ¹ Belgium United Kingdom Netherlands Investments ² Germany Ireland Other (worldwide)
1,332,558 3,345,612 7,218,078 276,553 466,870 711,551 984,342 100,592 73,009 12,437 37,183 4,460 8,375 8,621 1,933 2011 2011
1,598,103 3,337,474 7,133,847 282,419 464,602 678,158 802,274 116,477 (29,183) 30,680 20,919 12,458 34,800 10,215 7,405 2010 2010 2011 133 Total 448,783 498,815 363,782 460,179 (936,403) (417,371) (371,813) (306,719) (222,692) (901,258) 1,989,130 1,991,087 1,540,347 1,492,272 (1,530,908) (1,625,348)
- - - - - (15,435) 388,287 430,376 430,376 388,287 contracts (815,439) (834,984) (815,439) (819,549) (446,697) (385,063) Construction
68,439 60,496 (81,709) 810,479 Property 845,242 (715,469) (401,936) (371,813) (306,719) (222,692) (790,364) (120,964) 1,600,843 1,560,711 1,540,347 1,492,272 development
Overview of projectsOverview of Total assets Total assets Total liabilities At 31 December 2010 Land and building rights, property development Non-recourse project financing Non-recourse project financing Amounts due from customers Other project financing Other project financing Amounts due to customers Amounts due to customers Total liabilities At 31 December 2011 Land and building rights, property development 7. Construction contracts and property development in various line items of the balance sheet. major part of the Group’s activities and are presented These projects reflect a line into the Group’s overall position, the relevant notes and in order to provide an insight Supplementary to the standard items are stated below. Amounts due from customers Construction contracts (2010: €431 million The value of construction contracts on the balance sheet at year-end 2011 is €385 million credit million (2010: €17,163 credit). This position consists of the net amount of cumulative costs (including result) of €18,111 amount of prepayments million) and cumulatively invoiced instalments of €18,496 million (2010: €17,594 million). The included at 31 December 2011 is €324 million (2010: €390 million). Property development Property development Property development consists of land and building rights and property development projects. the item of amounts projects whose transfer of equitable title takes place during development are recognised in on the balance sheet receivable from clients or amounts payable to clients. At year-end 2011, the value of these projects costs (including is €53 million credit (2010: €21 million credit). The position consists of the net amount of cumulative (2010: €1,340 million). result) of €1,532 million (2010: €1,319 million) and cumulatively invoiced instalments of €1,585 The amount of prepayments at 31 December 2011 is €4 million (2010: €11 million). 134 2011 Net assetsandliabilities (Non-)recourse PPPloans PPP receivables Intangible assets(PPP-concessions) 2011 The overallpositionofPPPprojectsinwhichtheGroupisinvolvedasfollows: projects PPP of theoriginalinterest.PleaserefertoNote35. Group’s shareintheprojectstobetransferred(25percent-90percent)willscaleddowntransfer20 PPP projectswillbetransferred.Atyear-end2011,thissharewasreclassifiedtoassetsandliabilitiesheldforsale.The 2011. TheGroup’sshareintheseprojectswasscaleddownfrom100percentto20percent.In201280offour The firsttrancheofthreeoperatingPPPprojectswastransferredtothejointventureBAMPPP/PGGMon7December projects. and representingthejointventureintransactions.PGGMprovideslargestpartofcapitalrequiredforexisting responsible forissuingnewprojecttenders,renderingserviceswithregardtoassetmanagementthejointventure the Netherlands,Belgium,UnitedKingdom,Ireland,GermanyandSwitzerland.BAMPPPcontinuestobefully venture BAMPPP/PGGM),whichmakeslong-terminvestmentsinPPPmarketsforsocialinfrastructureandtransport On 19May2011,BAMPPPandPGGMestablishedthejointventureInfrastructureCoöperatieU.A.(joint PPP projects(associatesandnon-currentreceivables) PPP projects(subsidiaries) Net investmentasat31December (Non-)recourse PPPloans PPP receivables Intangible assets(PPP-concessions) 2010 Net assetsandliabilities Net investmentasat31December PPP projects(subsidiaries) PPP projects(associatesandnon-currentreceivables)
Non-current (882,371) (890,466) 126,955 743,284 184,641 111,735 753,313 253,226 124,168 (12,433) (11,125) 42,257 37,459 15,220 15,923 26,334
(100,840) 135,364 (23,345) (59,308) (23,345) (47,290) Current 45,307 34,524 23,945 10,783 12,018 45,307 - - - -
(941,679) (991,306) 878,648 184,641 103,610 765,331 253,226 87,564 71,983 11,512 88,390 15,220 15,923 76,878 71,641 Total (342) 2011 135 - - 981 (884) Total 4,285 1,084 5,575 (1,421) (5,395) 70,171 80,538 10,188 (12,042) (12,926) (94,920) (97,324) 409,064 373,634 425,724 409,064 949,325 409,064 425,724 988,815 927,262 373,634 (575,691) (579,751) (501,538)
- - - 129 647 369 108 (970) (186) Other assets (1,540) (4,996) (2,001) 44,667 48,244 49,807 48,244 48,244 49,807 21,795 20,734 44,667 (99,937) (19,442) (19,787) tangible 144,604 171,052 164,755 (122,808) (114,948)
------6 (353) (300) 4,667 5,126 5,126 4,667 5,126 3,912 5,126 3,044 4,667 (4,077) 15,634 15,634 15,987 (13,552) Property, plant and equipment ordered / in construction
- - 40 and 710 170 (884) Plant, 3,220 2,633 (1,187) 41,869 53,823 16,833 (10,357) (10,081) (67,375) (69,167) 183,580 215,654 223,333 215,654 569,576 215,654 223,333 586,220 531,179 183,580 (385,996) (370,566) (307,846) equipment installations
- (48) 136 418 545 (715) (399) 2,595 2,937 5,575 1,336 (1,005) (1,280) (8,103) (8,370) 10,148 (89,758) (86,377) (78,391) 140,720 140,040 136,950 140,040 230,478 140,040 136,950 226,417 215,341 140,720 Land and buildings
Property, plant and equipment and plant Property, Net book amount equipment and installations. Property, plant and equipment on order and under construction predominantly relate to plant, and equipment. Please refer to Note 33 for information on contractual obligations with regard to property, plant Net book amount 2011 Net book amount at 1 January Net book amount at 31 December At 31 December 2011 Cost Net book amount at 31 December Net book amount 2010 Net book amount at 1 January 8. Additions Accumulated depreciation and impairment At 31 December 2010 Cost Additions At 1 January 2010 Cost Acquisition of subsidiaries Accumulated depreciation and impairment Disposals Accumulated depreciation and impairment Disposals Disposal of subsidiaries Transfer to assets held for sale Transfers from inventories Transfers from inventories Transfers between categories Transfers between categories Impairment losses recognised Depreciation charge Depreciation charge Exchange rate differences Exchange rate differences 136 2011 Other tangibleassets Plant, equipmentandinstallations Land andbuildings The netbookvalueofproperty,plantandequipmentleasedunderfinancialleasesispresentedbelow: borrowings. The amountofproperty,plantandequipment(notleasedunderfinanciallease)isnotpledgedasasecurityfor The fairvalueofproperty,plantandequipmentatyear-end2011is€512million(2010:€530million). engineering sector).PleaserefertoNote35. The reclassificationofassetsheldforsalein2011relatestoproperty,plantandequipmentTebodin(Consultancy The impairmentin2010relatestoequipmenttheCivilengineeringsector. Germany andisnowdeployedforownuse. The reclassificationofinventoriesin2010and2011relatestolandwhichwasoriginallyheldforpropertydevelopment Finance expenseanddepreciationrelatedtotheseassetsarerecognisedintheincomestatement. The relatedfinancialleaseliabilitiesarerecordedundercurrentandnon-currentborrowings.PleaserefertoNote19.
32,411 13,447 18,612 2011 352
14,512 19,360 34,268 2010 396 2011 137 (11) (154) Total 2,689 6,820 2,838 2,160 35,939 (10,947) (11,096) 850,156 818,355 850,156 734,480 818,355 850,156 989,655 997,609 734,480 (255,175) (186,376) (179,254) (112,113) 1,036,532
------24 5,503 5,503 4,165 5,503 2,160 Other 4,165 (6,465) (3,498) 11,944 11,944 29,363 27,493 31,311 (25,198) (21,990) (19,367)
- (15) (27) (11) (154) (810) Non- 2,943 3,389 2,943 2,385 3,389 2,943 1,884 9,806 1,195 2,385 (7,421) (9,749) (1,603) (1,463) 14,312 13,138 (11,369) software integrated
- - - - - PPP 954 (7,609) (4,730) (2,879) (6,135) 34,720 (77,148) (63,404) 253,226 221,385 253,226 184,641 221,385 253,226 261,789 260,835 226,115 184,641 consessions
------2,704 6,847 (47,899) 588,484 581,637 588,484 543,289 581,637 588,484 688,697 733,892 727,045 543,289 Goodwill (145,408) (145,408) (145,408)
Intangible assets Intangible Net book amount Net book amount 2011 Net book amount at 1 January Net book amount at 31 December Net book amount 2010 Net book amount at 1 January Net book amount at 31 December 9. Additions At 31 December 2011 Cost Additions At 31 December 2010 Cost At 1 January 2010 Cost Acquisition of subsidiaries Accumulated amortisation and impairments Disposals Accumulated amortisation and impairments Accumulated amortisation and Accumulated amortisation impairments Disposals Amortisation charge Amortisation charge Exchange rate differences Transfer to assets held for sale Exchange rate differences 138 2011 than expectedrecoveryoftheproperty market. decrease intheparametersuseddid notleadtoanyimpairment.Thesensitivityincreaseisaconsequence ofaslower decreases inthereductionofproperty positionof5percent(€15million).At31December2010,an increaseor decrease ingrowthof0.5percent(€4 million),anincreaseinthediscountrateof0.5percent(€27million) andannual At 31December2011,animpairment ofthegoodwillcash-generatingunitAMwouldhavebeen made incaseofa €26 million. 5 percent, eitherpositivelyornegatively,thenetpresentvalueof cashfloweitherincreasesordecreasesby by €38 millionorincreasesby€42million.Ifthecashflowarisingfrom scalingdownthepropertypositiondeviatesby €15 million.Ifthediscountrateusedis0.5percenthigherorlower, netpresentvalueofcashfloweitherdecreases either positivelyornegatively,thenetpresentvalueofcashflow increasesby€17millionordecreases The sensitivityanalysisforAMat31December2011leadstothefollowing: ifgrowthpercentagesdeviateby0.5percent, amount ofthecash-generatingunitAM. taken intoaccount.Atyear-end2011,therecoverablevalueis€11million (2010:€50million)higherthanthecarrying When determiningworkingcapitalintheyearstocome,adecrease thepropertypositionof€100millionperyearis 2.0 percent (2010:2.5percent)forsubsequentyears.Thepre-taxdiscount rateusedis11percent(2010:12.7percent). including 10(2010:1uptoand5),owingtheanticipated marketrecovery,andagrowthpercentageof 2 percentuptoandincluding20(2010:39percent)fortheyears1 For thecash-generatingunitAM,whichqualifiesassignificant,goodwillimpairmenttestsinvolvegrowthpercentagesof analysis Sensitivity of moneyandtherisksspecifictoasset. flows arediscountedtotheirpresentvalueusingapre-taxdiscountratethatreflectsthemarketsituation,time considered tobeinlinewiththeGroup’slong-termexpectationsregardsectorsandmarkets.Theforecastcash market recovery.Cashflowsafterthefive-yearorten-yearperiodareextrapolatedusingestimatedgrowthfigures period. Aten-yearperiod(2010:fiveyears)isusedforpropertyoperationsintheNetherlandsrelationtoexpected application ofpre-taxcashflowsprojectionsbasedonfinancialbudgetsapprovedbymanagementoverafive-year the valueofanassetlesssellingexpensesanditsinuse.Thecalculationrecoverableinvolves allocated goodwill,againstitsrecoverableamount.Theamountofacashgeneratingunitisthehigher Goodwill istestedforimpairment.Thisinvolvestestingthecarryingamountofacash-generatingunit,including Impairments Consultancy andengineering Mechanical andelectricalcontracting Civil engineering Property Construction The goodwillofthecash-generatingunitsprovidesfollowingoverviewGroup,atsectorlevel: There werenomaterialacquisitions.PleaserefertoNote34. engineering). PleaserefertoNote35. The reclassificationofassetsheldforsalein2011relatestothegoodwillTebodin(sectorConsultancyand units. Oftheseunits,thegoodwillofcash-generatingunitAMtoamount€150millionisconsideredsignificant. Goodwill predominantlyderivesfromtheacquisitionsofHBG(2002)andAM(2006)relatesto25cash-generating 9.1 The growthafterthebudgetperiodis2percent. The (pre-tax)discountrateusedin2011forthecash-generatingunitsvariesbetween9.1percentand11percent. Goodwill
543,289 224,716 166,401 150,315 1,857 2011 -
222,997 191,230 124,066 588,484 48,334 1,857 2010 2011 139 Other PPP concessions 9.3 the valuation of market positions, including (brand) names and Other intangible assets relate predominantly to management, of companies acquired. PPP concessions relate to toll roads in Ireland and Germany with durations between 25 and 30 years (2010: idem). A major major A idem). (2010: years 30 and 25 between durations with Germany and Ireland in roads toll to relate concessions PPP during intensity traffic anticipated to relates which revenue, toll anticipated is concessions these of valuation the in factor concessions. the of lives full the remain anticipations long-term expectations, initial behind lagging still is project one in intensity traffic Although impairment. to lead may it structurally, expectations behind lag intensities traffic If unchanged. under recognised partially also is which project, PPP one to relates 2011 in sale for held assets of reclassification The PPP receivables. under included are which loans, PPP (non-)recourse corresponding the for security a as pledged are concessions PPP The 19. Note to refer Please liabilities. non-current and current concessions. on information further for 38 Note to refer Please Exchange rate differences to currency fluctuations in pound sterling. In 2011, involve predominantly goodwill and relate Exchange rate differences rate, as in 2010. there was a rise in the exchange 9.2 140 2011 Repayment ofreceivables Receivables granted Reclassification Disposals At 1januari Exchange ratedifferences Transfer toassetsheldforsale 10. Please refertoNote38forfurtherinformationonconcessions. current andnon-currentliabilities. PPP receivablesarepledgedasasecurityforthecorresponding(non-)recourse PPPloans,whichareincludedunder 2011, thefairvalueofPPPreceivablesisapproximately€860million(2010:€830million). factors asthosethatmayoccurinthefinancialmarketsfollowingchangesinterestratesandriskmargins.Atyear-end is 6.6percent(2010:6.4percent).ThefairvalueofPPPreceivablesthereforeaffectedbychangestothesamediscount loans. Thecontractualinterestpercentagesarefixedfortheentireduration.averagerateonPPPreceivables The interestratesonPPPreceivablesareinlinewiththe(afterhedging)ofrelatednon-recourse has adurationofmorethanfiveyears(2010:€654million). The averagedurationofPPPreceivablesis28years(2010:27years).Approximately€447millionthenon-currentpart The increaseinreceivablesgranted2011relatespredominantlytotheprogressofPPPprojectsunderconstruction. projects willbetransferredin2012.Thesearereclassifiedasassetsheldforsale,thesharethatisdisposed. 20 percent intheseprojects.ThisisthefirsttrancheofPPPprojectsthatwillbetransferredtojointventure.Four In 2011,threeoperationalprojectsweretransferredtothejointventureBAMPPP/PGGM.TheGroupretainsashareof other receivables. Ireland, theUnitedKingdomandSwitzerland.ThecurrentpartofPPPreceivablesisrecordedastrade PPP receivablesconsistoftheamountsreceivablewithregardtoconcessionsinNetherlands,Belgium,Germany, Current Non-current PPP receivablesareincludedonthebalancesheetasfollows: At 31December PPP receivables
(213,091) 419,002 765,331 878,648 135,364 878,648 743,284 (15,643) (78,462) 1,511 2011 2011 -
250,080 506,625 765,331 753,313 765,331 21,068 12,018 (3,694) (8,748) 2010 2010 - - 2011 141 17 52 92 (18) (62) 429 330 (349) (312) 2010 1,038 1,283 1,647 1,724 1,094 2,429 Result (1,896) (3,613) 33,719 30,419 32,729 31,995 33,719 34,376 (16,291) 210,781 196,062
21 61 216 215 - - - 9,698 84 (81) 10,454 12,282 12,346 22,475 218 339,139 361,957 2011 Revenue
19,198 34,376 (41,788) 210,781 (184,392) 67
119 137 154 2,844 2,593 2,271 3,296 5,823 19,198 13,375 13,854 210,781 191,269 196,927 Net assets
3,549 3,781 71,451 69,822 28,713 63,919 29,372 71,811 275,174 111,904 284,438 108,939 572,525 211,255 500,714 Liabilities
6,393 6,052 Assets 71,518 69,941 28,850 77,294 29,526 85,665 114,497 475,707 112,235 783,306 217,078 697,641 294,372
% 10.00 33.33 25.00 10.54 10.00 33.33 25.00 21.49 10.54 interest ration Belgium Belgium Belgium Belgium incorpo- Country of Netherlands Netherlands Netherlands Netherlands Netherlands Associates Justinvest nv Rabot Invest nv Railpro bv Justinvest nv Rabot Invest nv Infraspeed (Holdings) bv Railpro bv At 31 December Other Other At 31 December 2010 Van Oord nv At 31 December 2011 Infraspeed (Holdings) bv Disposals in 2011 includeDisposals the in disposal 2011 of the interest in Oord. Van Please refer to Note 35. The table below specifies the Group’s interests in(unlisted) associates. The amounts relate to the Group’s interest in the balance sheets of the respective associates at year-end and the Group’s share in revenues and results for the respective financial years. 11. Exchange rate differences Disposal through discontinued operations Impairments Other movements Share in result dividends received Result distributions and At 1 January Investments Disposals Consolidations and deconsolidations 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. In 2011, the result from The other participations relate to the Group’s interests in a range of project-related entities. 22 December 2011. other participations increases as a consequence of the disposal of the interest in Van Oord on no longer included in the The contribution to profits in 2011 amounts to €30.7 million. Due to the disposal, goodwill is amount invested in associates (2010: €32 million). its subsidiary The impairment recognised in 2010 relates to a financial interest which the Group has (through BAM Woningbouw) in an entity operating on the property market. 142 2011 At 1January2010 Loans granted Investments Impairments Exchange ratedifferences Repayment ofloans Other movements Finished products Raw materialsandconsumables Property development Land andbuildingrights 13. 12. to entitiesoperatingonthepropertymarket. The impairmentrecognisedin2010relatestoloans(€37.8million)whichtheGroupgranted(throughsubsidiaryAM) influence. The columnOtherpredominantlyconsistsofinterestsin(unlisted)associatesoverwhichtheGrouphasnosignificant interest rateis3.5percent(2010:4.9percent). The fairvalueofnon-currentreceivablesatyear-end2011amountsto€86million(2010:€59million).effective impairment in2010 of€122.2millionintotal. expected (future)realisablevalueof severalpositionshadtobeadjusteddownwardsstructurally.Thisresulted inan houses perprojectwithloweraverage sellingprices.Basedonthisanalysis,theGroupreachedconclusion thatthe the housingmarketisshrinkingin several regions.Currentoperationshavebeenincreasinglyfacingdelays andless book. Municipalitieshavepostponed newprojectsforthetimebeingandhavecancelledplanningcapacity. Inaddition, Since themarkethasbeenfailingto recoverin2010,theGroupconductedananalysiswithregardto propertyorder year). Themajorityofthepropertydevelopmentinvestmentsarecurrent innature. Within theordinarycourseofbusiness,durationlandandbuilding rightsisgenerallynon-current(longerthanone Of whichcurrent: Loans granted At 31December2010 Of whichcurrent: At 31December2011 Repayment ofloans Transfers Exchange ratedifferences Other movements Inventories Other financial assets
Non-current receivables (27,076) 65,832 66,515 10,664 43,241 68,351 45,315 12,404 14,250 (4,800) (2,074) (2,519) (3,322) (296) 12 - - -
1,514,458 891,416 600,856 18,425 3,761 5,029 Other 5,060 1,109 5,222 5,029 5,222 2011 (193) (947) ------
1,564,208 851,873 688,474 (27,076) 70,861 71,575 10,664 20,007 48,463 73,380 50,537 12,404 14,250 (4,800) (2,074) (2,519) (3,322) 3 ,854 1,109 2010 Total (193) (947) (296) 12 2011 143 2010 (6,068) (4,424) (2,785) (26,178) (80,817) (22,616) (18,746) 12,018 38,049 70,156 (80,817) 994,374 448,783 108,596 413,912 2,085,888 1,075,191 Impairment
2010 Trade 2011 63,234 35,727 57,834 64,939 (80,817) 25,280 54,192 994,374 619,285 234,172 (79,060) 954,421 498,815 116,304 135,364 332,528 1,075,191 receivables 2,116,904 1,033,481
(428) (4,011) (4,700) (8,855) (9,031) (52,035) (79,060) Impairment
2011 Trade 77,298 36,371 37,289 24,944 (79,060) 954,421 673,080 184,499 1,033,481 receivables
Trade and other receivables other and Trade Less: Impairment of receivables Other receivables Trade receivables-net Amounts due from customers Amounts due from associates Retentions Accrued income completed projects PPP receivables the of nature current the to due value, nominal their to equal almost is receivables other and trade of value fair The for except year), one than (less business of course normal the within paid be will receivables these Normally, receivables. (2010: million €14 approximately is part non-current this of value fair The million). 21 € (2010: million €16 approximately percent). 1.9 (2010: percent 1.8 of rate interest an using calculated been has and million) €17 of number large a has Group the as receivables, trade to regard with risk credit of concentration significant no is There rights. ownership of retention via pledged also are receivables the of Some customers. international and national Trade receivables and impairment of receivables are made up as follows: 14. Analysing the property order book in 2011 has not given rise to any impairments. Analysing the property houses (2010: 149) and 354 unsold houses development includes 205 unsold and completed In 2011, the item property and €67.0 million, respectively (2010: €36.2 million 724) with a carrying value of €46.4 million under construction (2010: 25,000 square metres) of unsold and unleased addition, there are 29,660 square metres (2010: and €125.2 million). In commercial property. is and consumables and finished products) €53 million) of other inventories (raw materials In 2011, €24 million (2010: are in the year under review. Other inventories statement. Other inventories were not impaired recognised in the income predominantly current. Trade receivables-net Trade receivables Less: impairment of receivables Not past due Overdue < 3 months Overdue 3 - 6 months Overdue 6 - 12 months Overdue 1 - 2 years Overdue > 2 years 144 2011 Short termbankdeposits Cash atbankandinhand 15. Exchange ratedifferences Used duringtheyear - Releaseofunusedprovisions - Additionalprovisions Included intheincomestatement: At 1January The movementofimpairmentsisasfollows: Transfer toassetsheldforsale At 31December The depositshaveanaverageterm tomaturityofapproximatelytwoweeks(2010:three weeks). The averageeffectiveinterestonshort-term bankdepositsis0.9percent(2010:1.8percent). Net cashposition In 2011and2010,therewasnoimpairmentofotherreceivables. Other receivablesincludeprepaidcostandinvoicestobesendwithintheordinarycourseofbusiness. PPP receivablesrelatetothecurrentproportionofreceivables.PleasereferNote10. particular, itiscommonpracticetoretainapreviouslyagreedpercentageuntilcompletionoftheproject. Retentions relatetoamountsretainedbycustomersoninvoicedinstalments.IntheUnitedKingdomandGermanyin Note 3.9and7. consist ofthepositivebalancecostincurred(includingresultrecognised)andinvoicedinstalments.Pleasereferto Amounts duefromcustomersrelatetoconstructioncontractsforthirdpartiesandpropertydevelopmentsold, Less: bankoverdrafts Cash andcashequivalents The details of the net cash position are as follows: balance sheet date. It is the Group’s policy to offset these as far as possible during the year. Cash and cash equivalents are not offset against the short-term bank overdrafts, considering their geographical position at project-specific funding agreements. (2010: €215 million). The liquidities balance includes €47 million (2010: €81 million) in PPP entities1 February as part 2012. of theCash conditions and cash inequivalents include the Group’s share in cash joint ventures, amountingCash andto €205cash millionequivalents are at the free disposal of the Group. Bank deposits have a term to maturity no later than Cash andcashequivalents Cash and cashequivalents
1,008,005 1,012,610 1,012,610 856,059 156,551 (17,320) (19,413) 79,060 37,910 80,817 (4,605) (2,847) 2011 2011 2011 (87)
833,778 912,870 913,792 913,792 (13,411) 38,036 62,332 80,817 80,014 (6,301) 2010 2010 2010 (922) 161 - 2011 145 - Total 3,821 1,407 240,087 709,466 469,379 714,694
- Share 3,748 1,363 premium 230,430 686,289 455,859 691,400
- - - - 1 1 (1) shares preference Convertible
- 73 45 shares 9,657 23,176 13,519 23,294 Ordinary
94,435 731,122 (473,275) Number of shares issued 96,569,057 232,585,287 136,016,230 232,937,569
Share capital Share Ordinary shares Financing preference shares General 16.3 financing At year-end 2011, the Group no longer had any convertible financing preference shares or non-convertible preference shares. were mandatorily In 2011, the remaining at year-end 2010 convertible financing preference shares, 346,276 shares converted into ordinary shares. shares, were repurchased In 2011, the remaining at year-end 2010 non-convertible financing preference shares, 74,758 shares that were via the stock exchange and cancelled, together with the non-convertible financing preference repurchased earlier (398,517 shares). preference shares are Financing preference shares are classified as liabilities. Please refer to Note 19. Dividends on recorded as financing charges in the income statement. Please refer to Note 28. 16.2 conversion of In 2011, the number of issued ordinary shares increased by 1,171,833,440,711 owing to (mandatory) In 2010, the number of convertible financing preference shares and 731,122 owing to distribution of dividend in shares. to the issue of 96,569,057 issued ordinary shares increased by 96,569,057 to 231,765,736. The increase relates entirely shares as a consequence of the rights issue on 18 June 2010. 16.1 shares were mandatorily converted and the remaining non- In 2011, the remaining convertible financing preference and cancelled. convertible financing preference shares were redeemed shares were floated at a rate of €2.58. With this rights issue, the Group In a rights issue on 18 June 2010, 96,569,057 new capital, after deduction of net €9 million of directly attributable costs. generated approximately €240 million of new Group was four hundred million ordinary shares (2010: four hundred At year-end 2011, the authorised capital of the (2010: six hundred million), all with a nominal value of €0.10 per share million) and six hundred million preference shares been fully paid up. (2010: €0.10 per share). All issued shares have BAM Groep in 1993 for Class B preference shares. For further A call option is granted to Stichting Aandelenbeheer section. information, please refer to the Other Information At 1 January 2010 16. Please refer to Note 8 of the company financial statements for further details on the number of issued shares. Please refer to Note 8 of the company financial At 31 December 2011 At 31 December 2010 Conversion of preference shares Issue of shares Cancellation of preference shares Dividend paid 146 2011 constitute apartofthecompanyfinancial statements. The restrictionsondistributablereserves aredeterminedbyreservesrequiredlawandtheArticlesofAssociation that to assetsheldforsaleanddiscontinued operations. A positivecurrencytranslationreserveof€0.3millionandanegativehedging reserveof€5.1millionisincludedwithregard hedges (€12million)andpositivelyaffectedbydisposalsthesettlement ofexistingcontracts(€41million). interest in2011isbelowthelevelofthat2010.Onotherhand, hedgereserveisnegativelyaffectedbynew Of thenegativemovementinhedgereserve2011,€102million is aconsequenceofthefactthatlong-term (€1.6 million)andbythesettlementofexistingcontracts(€0.6million). interest in2010isbelowthelevelofthat2009.Onotherhand, hedgereserveispositivelyaffectedbynewhedges Of thenegativemovementinhedgereserve2010,€40.9million isaconsequenceofthefactthatlong-term pound sterling. The positivemovementinthetranslationreserveboth2010and2011isaconsequenceofrisevalue 17. - Fairvaluemovement Effective cashflowhedges: - Taxonfairvaluemovement At 1January2010 - Subsidiaries Currency translationdifferences: - Taxonfairvaluemovement - Fairvaluemovement Ineffective cashflowhedges: - Associates At 31December2011 - Fairvaluecashflowhedges Reclassification toincomestatementduedivestment: At 31December2010 - Taxonfairvaluemovement - Fairvaluemovement Effective cashflowhedges: - Taxonfairvaluecashflowhedges - Taxonfairvaluemovement - Fairvaluemovement Ineffective cashflowhedges: - Currencytranslationdifferences - Subsidiaries Currency translationdifferences: Reserves
adjustments translation (111,201) (76,895) Currency (87,963) 22,144 23,238 11,068 10,604 1,094 464 ------
(181,644) (108,953) (162,495) (54,922) (70,195) (38,758) (14,450) (72,691) Hedging 16,164 55,579 45,323 (1,117) reserve 4,469 ------
(258,539) (181,396) (196,916) (162,495) (54,922) (15,520) (14,450) (61,623) 16,164 22,144 55,579 45,323 10,604 (1,117) 1,094 4,469 Total 464 - - 2011 147 922 Total Total 2010 4,605 1,721 1,721 5,069 38,297 10,085 35,640 718,121 240,101 812,971 199,850 366,984 824,555 417,371 117,127 306,716 354,361 200,000 859,654 371,813 131,652 222,692 360,000 199,850 2,271,005 1,138,053 2,271,005 1,185,900 1,301,512 1,099,941 2,191,125 2,191,125
- - - 314 922 (100) 2011 4,179 1,667 4,605 4,315 1,321 (3,759) 36,075 23,233 83,634 88,526 17,206 40,494 Current Current 184,472 119,981 366,984 240,101 200,000 1,362,408 1,162,408
- - 1,407 8,418 3,748 93,894 34,118 31,325 199,950 788,480 232,899 186,735 358,120 200,000 776,020 283,287 114,446 182,198 360,000 1,904,021 1,951,024 Non-current Non-current
Borrowings Capital base Capital After deduction of amortised finance costs. Subordinated loan ¹ Not later than 1 year Later than 1 and not later than 5 years Later than 5 years 2010 Preference shares Not later than 1 year Later than 1 and not later than 5 years Later than 5 years Non-recourse PPP loans Non-recourse project financing Recourse PPP loans Other project financing Bank facility ¹ Other loans Bank overdrafts Financial lease liabilities 1 Subordinated loan Non-recourse PPP loans 19. 2011 18. Non-recourse project financing Recourse PPP loans Other project financing Other loans Bank facility Financial lease liabilities Bank overdrafts Equity attributable to the Company's shareholders Equity attributable to the Subordinated loan Preference shares 148 2011 sheet. The non-convertible financingpreferencesharesat year-end 2010arerecognisedasa financial liabilityinthebalance (2010: 0). In 2011,the74,758remainingnon-convertible financingpreferenceshareswererepurchasedviathestock exchange shares preference financing Non-convertible Equity component at 1 January 1 at component Equity Face valueat1January The balancesheetvalueoftheconvertiblefinancingpreferencesharesisasfollows: component, isincludedinshareholders’equitythereserves. issue priceof€4.20pershareandthefairvalueliabilitycomponent,representingequity been calculatedat€4.062perconvertiblefinancingpreferenceshare.Thedifferenceof€0.138sharebetweenthe interest rateequaltothedividendpercentageonnon-convertiblefinancingpreferenceshares.Thisfairvaluehas The fairvalueoftheliabilitycomponentatyear-end2010,includedinnon-currentliabilities,iscalculatedusingamarket converted in2010. end 2011,theGroupnolongerhasany(2010:346,276)convertiblefinancingpreferenceshares.Noshareswere In 2011,theremainingconvertiblefinancingpreferenceshares(346,276)wereconvertedintoordinaryshares.Atyear- shares preference financing Convertible for non-convertibepreferenceshares. dividend onfinancingpreferenceshareswillamountto7.95percentforconvertibleand7.90 shares, bothtobepaidovertheissuepriceof€4.20pershare.Witheffectfrom2011andforan8-yearperiod, shares isfixed,namelyat8.83percentforconvertiblepreferenceand9.13non-convertible preference shareswereissued.Foraninitialperiodof8years(untilyear-end2010),thedividendonfinancing In December2002,39,285,715convertiblefinancingpreferencesharesand8,333,335non-convertible 19.2 Covenants. to notes the under described further conditions by bound is Group the loan, this to regard With 2013. July in repaid contractually be will loan subordinated the of amount full The percent). 7.24 2010: (year-end percent 7.24 to amounts therefore loan subordinated the for interest the 2011, year-end at margin the Including percent. 3.99 at EURIBOR fixes swap rate interest The 2013. until million €100 of sum principal a to decreasing subsequently and 2012 until million €200 of sum principal a with contracted was swap rate interest an loan, subordinated the on risk interest the of part a hedge to 2008, February in Commencing points). basis 325 2010: (year-end points basis 325 was margin the 2011, December 31 At points. basis 525 of maximum a and 325 of minimum a between vary can which margin, a plus EURIBOR to equal is and ratio leverage recourse Group’s the on based is that rate interest an has million €200 of loan subordinated The 19.1 were recordedduetotheconversionintoordinairyshares. method byapplyingtheeffectiveinterestrateof8.83percentto liability component.In2011nofinancingexpenses The financingexpenseonconvertiblepreferencesharesin2010 iscalculatedusingtheeffectiveinterest Face valueat31December shares of Conversion January 1 at component Liability Equity component at 31 December 31 at component Equity December 31 at component Liability Preference shares Subordinated loan
(1,407) 1,454 1,407 2011 (47) - - -
1,454 1,454 1,407 1,407 2010 (47) 47 - 2011 149 - 314 314 2010
- 314 (314) 2011
Other project financing Recourse PPP loans Non-recourse project financing Non-recourse PPP loans Liability at 31 December The financing expense on non-convertible financing preference shares is calculated using the effective interest method, is calculated using the effective interest method, on non-convertible financing preference shares The financing expense rate of 7.90 percent (2010: 9.13 percent). applying an effective interest Other project loans are contracted to finance land and building rights and property development. Other project loans are contracted to finance land and building rights and property development. The average term of other project financing is approximately 2.5 years (2010: 3 years). 19.6 19.5 year-end 2010, these equity Equity bridge loans relating to PPP contracts are recognised under recourse PPP loans. Since on the market for bridge loans have no longer been considered non-recourse, as a consequence of increased demand sum of these financing additional guarantees when issuing these loans. Interest is fixed for almost all loans. The principal loans is €130 million (2010: €117 million). 2 years). The average term to maturity of the of recourse PPP loans is approximately 2 years (2010: approximately 19.4 property development and ongoing property development projects. These loans are contracted to finance land for is approximately 2.6 years (2010: approximately 2.5 years). The average term of non-recourse project financing based on EURIBOR/LIBOR plus a margin. Interest margins of these loans Interest on these loans is predominantly variable, loans, the interest is do not depend on market fluctuations during the term of these loans. For several project financing partially fixed. The principal sum of these financing loans is €109 million (2010: €65 million). approximately €628 The carrying amount of the related assets is approximately €593 million at year-end 2011 (2010: if the agreed qualitative million). The assets are pledged as a security for lenders. These loans will be payable on demand not met. Please refer to the and quantitative conditions as regards interest and capital repayments, amongst others, are notes to Covenants for further information on the set standards and realisation of these conditions. 19.3 Ireland, the Netherlands, Belgium, Germany and Switzerland. Of the These relate to PPP projects in the United Kingdom, has a term to maturity of more than five years (2010: approximately €665 non-current part, approximately €680 million loans is 21 years (2010: 21 years). million). The average term to maturity of the PPP using interest rate swaps they have been fixed. The average interest rate Interest rates on PPP loans are variable, but by Interest margins of these loans do not depend on market fluctuations on PPP loans is 5.3 percent (2010: 4.7 percent). during the term of these loans. million €1,063 to amount receivables) (PPP assets fixed financial and concessions) (PPP assets fixed intangible related The security for lenders. These loans will be payable on demand if the agreed in total (2010: €1,019 million) and represent a interest coverage, solvency, amongst others, are not met. Please refer qualitative and quantitative conditions regarding information on the set standards and realisation of these conditions. to the Other information in this note for further The movement of this item is as follows: The movement of this item Liability at 1 January shares Repurchase of non-convertible 150 2011 Later than5years Later than1yearandnotlater5years The otherloansrelatetofinancing ofbuildingsandequipment.Theassetsarenotpledgedasasecurity forlenders. 19.9 follows: as is liabilities lease financial the of value present The Later than5years Later than1yearandnotlater5years Not laterthan1year is asfollows: These mainlyconsistoffinancingarrangementsforbuildingsandequipment.Thematuritythefinancialleaseliabilities 19.8 With regardtothisfinancing,theGroupisboundbyconditionsfurtherdescribedundernoteCovenants. The fullbankfinancingamountwillbecontractuallyrepaidinApril2013. interest forthisloanconsequentlyamountsto4.2percent(2010:4.29percent). risk onbankfinancing.TheinterestrateswapfixesEURIBORat2.24percent.Includingthemarginyear-end2011, Commencing inJune2009,aninterestrateswapwithatermuntilApril2012wascontractedtohedgepartofthe basis points). minimum of205andamaximum280basispoints.Themarginwaspointsat31December2011(2010: million isbasedontheGroup’srecourseleverageratioandequaltoEURIBORplusamargin,whichcanvarybetween Bank financingisusedtofinancetheGroup’spermanentworkingcapital.Theinterestonbankof€360 19.7 Please refertothenotesCovenantsforfurtherinformationonsetstandardsandrealisationoftheseconditions. and capitalrepayments,amongstothers,arenotmet. million). Theseloanswillberepayableondemandiftheagreedqualitativeandquantitativeconditionsasregardsinterest amount oftherelatedassetsamountstoapproximately€395millionatyear-end2011(2010:€466 Not onlytheassetsinquestionconstituteasecurityforlenders;therearealsoadditional(limited)securities.Thecarrying partially fixed.Theprincipalsumofthesefinancingloansis€37million(2010:€157million). do notdependonmarketfluctuationsduringthetermoftheseloans.Forseveralprojectfinancingloans,interestis Interest ontheseloansispredominantlyvariable,basedEURIBOR/LIBORplusamargin.marginsof Not laterthan1year Present valueoffinancialleaseliabilities Future financechargesonfinancialleases Other loans Financial leaseagreements Bank financing
22,730 35,640 35,640 27,608 30,784 42,301 (6,661) 4,856 8,054 5,477 9,216 2011 2011
25,453 30,579 38,297 34,118 45,025 38,297 (6,728) 4,531 4,179 8,665 9,915 2010 2010 2011 151 67% 87% 0.46 7.09 1.23 2010 23.8% 69% 86% 4.75 1.39 2011 (0.24) 25.4% 15% 60% 50% 2.50 4.00 1.00 Norm ≤ ≥ ≥ ≥ ≥ ≥ EBITDA/interest paid Capital base/balance total EBITDA guarantors share Assets guarantors share Current assets/current liabilities Net debt/EBITDA Other information Covenants Bank credits Interest coverage ratio Recourse solvabiliteit EBITDA guarantor cover Activa guarantor cover quarter of 2010 was As the financing conditions were adjusted in 2010, the leverage ratio permitted for the third increased to ≤ 3 and for the second and third quarter of 2011 to ≤ 2.75. Current ratio A part of the Group’s loans has the nature of ‘shareholders’ equity’ (the subordinated loan, the preference shares). The A part of the Group’s loans has the nature of ‘shareholders’ equity’ (the subordinated loan, the market. requested margins of these loans do not directly relate to the margins of the long-term loans Therefore, the interest The non-recourse PPP loans directly relate to the associated receivables from government bodies. rates are influenced marginally by market adjustments applying to companies. in line with the markets. The terms of project loans are relatively short, as a consequence of which interest margins are Therefore, the carrying amounts of the loans do not significantly differ from their fair values. do not significantly differ Other loans are subject to variable interest rates. Therefore, the carrying amounts of the loans from their fair values. 19.12 Recourse leverage ratio 19.11 the Group is bound by qualitative and quantitative conditions, With regard to the various finance arrangements, what is customary in the industry. including financial ratios, which are in line with PPP loans, non-recourse and other project financing) relate Conditions for project-related financing (non-)recourse ratio in property project financing arrangements relates to the loan to specifically to the respective projects. A major arrangement and the value of the project. No early payments value, which expresses the ratio between the financing to the financing conditions of project-related financing. were made in 2011 as a result of not adhering arrangements (the subordinated loan, the bank loan and the Conditions for the Group’s balance sheet financing Group as a whole, excluding non-recourse elements. The major ratios for committed financing facility) are based on the leverage ratio, interest coverage, solvency, current ratio and guarantor these financing arrangements (all recourse) are: covers. The Group complied with all ratios in 2011. ratios described above, can be explained as follows: The detailed rules and realisation of the recourse 19.10 million and its term was extended to April 2013. facility was reduced from €550 million to €475 In 2010 the level of the any other activities that may arise. Variable for both the usual working capital financing and The facility can be used a margin between 125 and 275 basis points. drawn-down proportion of the facility, with interest rates apply to the points). points at 31 December 2011 (2010: 150 basis The margin was 150 basis described under the notes to Covenants the Group is bound by conditions further With regard to this financing, until credits have a contractual term to maturity did not use the facility (2010: idem). Bank At year-end 2011, the Group April 2013. facilities, the Group holds €165 million in bilateral credit facilities In addition to the syndicated committed long-term at year-end 2011 (2010: idem). (2010: €165 million), €0 of which was drawn down 152 2011 Hedged withinterestrateswaps Subordinated loan Hedged withinterestrateswaps Total borrowings At 31December2011,theGroup’sunhedgedpositionisasfollows: contractual changesininterestrates. The Groupcontractedinterestrateswapstomitigatetheexposureofborrowingsfluctuationsand The effectiveinterestratesareasfollows: Preference shares Swiss franc Pound sterling Euro The carryingamountsoftheGroup’sborrowingsaredenominatedinfollowingoriginalcurrencies: €5 million(2010:approximately€27million). A concessiongrantorcontractedaninterestrateswapforaPPPprojecttohedgetherelatedloanofapproximately At 31December2010 Total borrowings At 31December2011 Non-recourse PPPloans Non-recourse projectfinancing Recourse PPPloans Other projectfinancing Bank financing Financial leaseliabilities Other loans
than 1year (106,312) Not later 133,789 240,101 366,984 305,281 (61,703) 7.2% 5.1% 4.0% 4.1% 3.2% 4.2% 4.7% 4.2% Euro - 2011
1,138,053 1,185,900 (834,342) (846,842) 1-5 years 291,211 sterling 351,558 Pound 6.3% 3.3% 3.9% 5.0% - - - - -
2,191,125 1,884,407 Later than (558,924) (485,485) 327,486 220,704 812,971 718,121 159,197 86,014 5 years 2011 7.2% 9.1% 4.4% 3.3% 3.7% 3.0% 4.3% 5.3% 4.4% Euro 2010
(1,454,969) (1,438,639) 2,191,125 2,271,005 2,271,005 1,781,464 752,486 459,039 816,036 sterling 30,502 Pound 2010 Total 5.0% 2.9% 5.0% ------2011 153 (1,467) (2,338) (149,941) (148,474) Fair value
4,796 4,022 2010 153,327 148,531 Liabilities
57 3,329 3,386 1,684 Assets
4,070 3,083 (245,615) (249,685) Fair value
1,803 1,988 2011 251,488 249,685 Liabilities
- 5,873 5,873 5,071 Assets
Derivative financial instruments financial Derivative Forward exchange contracts Interest rate swaps 20.2 contracts amounts to €222 million (2010: €259 million) with a fair At 31 December 2011, the total of forward exchange negative). value of €4.1 million positive (2010: €1.5 million million (2010: €221 The terms to maturity of these contracts are up to a maximum of 1 year for the amount of €201 2 to 4 years for the million), between 1 and 2 years for the amount of €17 million (2010: €34 million) and between amount of €4 million (2010: €4 million). 20.1 outstanding to hedge the interest rate risk on the subordinated loan, the At 31 December 2011, interest rate swaps are with a variable interest rate. The total loans which are hedged amount (non-)recourse PPP loans, and some project loans value of the outstanding interest rate swaps amounts to € 249,7 million to €1,439 million (2010: 1,455 million). The fair one interest rate swaps have terms to maturity longer than one year. negative (2010: €148.5 million negative). All but percent 2.2 between (2010: percent 6.3 to percent 1.2 from vary swaps these of rates interest fixed the 2011, year-end At the corresponding loans are based on EURIBOR or LIBOR plus a margin. and 6.3 percent). The variable interest rates of financial instruments provide an effective compensation for At year end 2011, almost all recognised derivative Therefore, the movements in 2011 are accounted for in movements in cash flows from the hedged positions. derivative financial instruments which do not provide an effective shareholders’ equity. The fair value of outstanding statement. Please refer to Note 4.1 for the anticipated cash flows of the compensation are accounted for in the income derivative financial instruments. 20. Of which current: Interest rate swaps Forward exchange contracts 154 2011 Retirement benefitassetfordefinedschemes Works Council (CWC) and the Socio-Economic Committee of the BAM pensioners Association (SEC). and investment performance, the Group has established an accountability committee, with representation from the Central In the context of accountability for the Group’s pension policy (to be) implemented, with regard to, inter alia, supplements minimum of 105 percent. At 113 percent (2010: 128 percent), the coverage rate of the industry pension fund for Railways exceeds the statutory measures. percent). As this coverage rate is lower than the recovery path, additional measures will be taken, including discount 105 percent. The industry pension fund for Metal & Technology has a coverage rate of 89 percent at year-end 2011 (2010: 96 year-end 2013, the coverage rate of the industry pension fund for Construction must again exceed the statutory minimum of At year-end 2011, the coverage rate of the industry pension fund for Construction is 100 percent (2010: 108 percent). At guarantee schemes were agreed upon for several groups. These are defined benefit schemes. funds and external insurance companies mentioned above. At the time of the transition, supplementary schemes and now closed for new entrants. The build-up of future pension entitlements for this employee is covered by the multi-employer Until 2006, pension entitlements were partially built up in company pension funds of former legal entities. These schemes are external insurance companies and relates to defined contribution schemes. The part exceeding the basic pension amount (top-up part), which is not covered by multi-employer funds, is covered by adjustment of future premiums. these plans. The Group may not reclaim any excess payment and is not obliged to make up any deficit, except by way of the benefit plans are accounted for as defined contribution plans. The Group is obliged to pay the predetermined premium for provide the required information on the Group’s proportionate share of pension liabilities and fund investments, the defined & Technology and Railways. These funds operate an index-linked average pay plan. As these funds are not equipped to scheme and are therefore defined benefit schemes. Specifically, these are the industry pension funds for Construction, Metal The basic pension for every employee is covered by multi-employer funds. These funds have an indexed average salary In the Netherlands, the group makes contributions to defined benefit schemes and defined contribution schemes. Netherlands The 21. The Grouphaspensionschemesmostlyinthefollowingcountries: actuarial basis.Itisexpectedthatemployercontributionsin2012willbelinewiththe2011. balance liabilitiesareenhancedbythefactthatemployercontributionsexceedpensioncalculatedonan assets doesnotexceedpensionliabilitiesinanyofthesefunds.Theincreasebalancereceivablesandthedecrease The definedbenefitpensionschemesincludedbalancereceivablesin2010and2011.Infact,thefairvalueofscheme apply. to otheremployeebenefits.Thoseeffectsarechargedorcreditedtheincomestatement,ascorridordoesnot The corridormethodisusedtocalculateactuarialgainsandlosses,withtheexceptionofeffectsonliabilitiesrelated amount of€50million(2010:€18.1million).Otheremployeebenefitsinvolvenon-fundedschemes. service awards,bothathomeandabroad.Thedefinedbenefitpensionschemesinvolvefundedtothenet Employee benefitobligationsrelatetodefinedpensionschemesandotheremployeebenefits,suchaslong- Other non-currentemployeebenefits Retirement benefitobligationfordefinedschemes Employee and assets obligations benefit
100,935 137,585 25,953 74,982 2011
120,902 111,966 93,894 27,008 2010 2011 155 Ireland pension multi-employer The fund. pension company a by executed Ireland, in scheme benefit defined a has Group The 2006. January 1 from effect with scheme contribution defined a to scheme benefit defined a from converted fully was scheme Germany partly and employer the by financed are schemes These schemes. benefit defined several operates Group the Germany In the close to intends and participants new to schemes several closed Group The fund. pension company a by executed into scheme, contribution defined a to contributions making been has Group the 2006, Since well. as schemes remaining basis. individual an on contribute to opportunity the have employees which Belgium external an by executed is that scheme benefit defined small relatively a to contributions makes Group the Belgium, In scheme. contribution defined a in participate to employees for arrangements made also has Group The company. insurance The accountability committee has decided to index-link pension entitlements built-up at 1 January 2010 to a limited extent, extent, limited a to 2010 January 1 at built-up entitlements pension index-link to decided has committee accountability The made. been not have rules scheme the with accordance in commitments unconditional as insofar United Kingdom plans. contribution defined as well as plans benefit defined to contributions makes Group the Kingdom, United the In and 2004 in participants new to closed were They trusts. separate by executed are schemes pension benefit defined Three making for responsible still is Group The 2010. October of end the at closed schemes the in accumulation future last was contributions supplementary for plan The deficits. financing historical the recover to contributions supplementary €23 (2010: million €26 approximately of amount the to 2011 in contributions supplementary to led and 2008 in revised million). executed is which scheme, contribution defined a opened Group the schemes, pension benefit defined closed the of place In 2010, in schemes pension benefit defined in accumulation future of closure the Following company. insurance outside an by schemes. contribution defined in participate to invited were schemes these in participate to used who employees external that fact the to due schemes contribution defined as for accounted are schemes benefit defined several addition, In of numbers limited have schemes These information. required the provide to able not are them administering parties any reclaim not may Group The plans. these for premium predetermined the pay to obliged is Group The however. members, premiums. future of adjustment the of way by except deficit, any up make to obliged not is and payment excess 156 2011 2011 Balance sheetobligation Net balancesheetasset Balance sheetassets The actuarial assumptions and amounts recognised in the balance sheet and income statement are as follows: Discount rateasat 31December2011 Rate ofbenefitincrease Rate ofcompensationincrease Expected returnonplanassets Liabilities heldforsale Discount rateasat1January2011 Key assumptions Net periodicbenefitcost Unrecognised assets At 31December2011 Unrecognised assets Amortisation ofactuarialgain/loss Service cost Components ofnetperiodicbenefitcost At 31December2011 Funded status Net balancesheetasset At 31December2011 Benefits paid Plan participantscontributions Employer contributions Currency exchangedifferences At 1January2011 Change infairvalueofplanassets At 31December2011 Benefits paid Service cost Currency exchangedifferences Charged totheincomestatement At 31December2011 Expected returnonplanassets Interest cost Unrecognised netactuarialgain/loss Actuarial gain/loss Expected returnonplanassets Experience gainsandlosses Actuarial gain/lossduetoassumptionchanges Plan participantscontributions Interest cost At 1January2011 Change inbenefitobligation
Netherlands (1,031,309) (1,049,276) 961,449 990,302 (36,778) (47,472) (69,860) (45,288) (48,182) (48,182) 12,216 60,380 12,908 46,390 12,908 84,173 46,390 20,700 45,288 25,124 (1,405) (6,099) (3,319) (3,319) (6,099) 3,480 6,823 4.3% 2.0% 2.0% 4.5% 4.7% (918) (70) - - - -
5.0 -5.33% 2.5 -3.0% Kingdom (746,316) (641,189) 166,411 648,213 599,693 (12,881) (98,103) (17,211) (79,728) (15,198) (33,719) (33,719) 68,308 68,308 36,468 68,308 26,677 36,468 17,211 68,308 15,358 United (2,279) 6,768 4.7% 3.5% 5.4% (352) (109) (352) 118 118 109 - - - -
Belgium (1,125) (1,125) (1,125) (2,340) (2,139) (1,125) 1,604 1,621 3.8% 2.0% 2.0% 4.0% 4.7% (389) (736) (166) (203) 166 (53) (59) (59) (53) (99) (99) 65 75 65 40 (6) 3 6 ------
Germany (38,601) (38,601) (38,601) (60,107) (61,858) (38,601) (40,349) 19,758 19,622 (2,210) (3,986) (2,210) (2,814) (2,814) 1,748 3,677 1,571 3,986 4.7% 2.0% 2.0% 4.7% 5.1% (471) (678) (314) (314) 916 916 2 ------
(77,187) (76,504) 18,678 67,406 67,604 Ireland (7,085) (2,571) (2,331) (9,781) (2,034) (2,331) (2,571) (3,957) (3,957) 8,897 1,820 8,897 4,300 3,959 4,300 8,897 8,897 2,413 2,034 5.1% 2.0% 2.5% 6.2% 5.1% (583) (662) 662 ------
(1,917,259) (1,830,966) 1,698,430 1,678,842 (218,829) 137,585 270,621 (87,198) (10,815) (57,212) (15,198) (55,247) (68,685) (10,815) (88,771) (88,771) 50,387 11,390 12,216 88,139 41,211 88,139 50,387 62,603 15,358 68,685 (1,405) (3,738) (6,375) (6,375) Total (777) 777 (70) 2011 157 Total 6,120 2,134 2,578 (1,382) (2,978) (6,120) 18,072 80,085 18,072 24,634 80,085 69,376 11,182 62,816 (11,236) (22,011) (18,440) (82,758) (22,011) (62,816) (27,839) (18,440) (82,758) (37,703) (93,894) 152,916 111,966 171,578 (175,708) (152,124) 1,678,842 1,408,527 (1,547,792) (1,830,966)
------757 990 300 (922) (757) 5.1% 2.5% 6.2% 5.5% 7,510 3,653 7,510 3,653 3,715 1,350 1,758 3,417 7,510 (2,234) (2,085) (3,870) (2,234) (1,758) (8,900) (2,085) (3,870) (3,365) Ireland 67,604 57,820 16,410 (69,835) (76,504) 1.25 - 2.00%
------1 912 912 388 (329) (329) (232) 5.1% 2.0% 2.0% 5.1% 5.1% 3,688 2,167 3,956 (2,370) (2,954) (2,370) (3,956) (2,954) (2,412) 19,622 18,590 (40,069) (40,069) (59,887) (61,858) (42,236) (40,069) Germany
------73 38 73 62 16 26 (31) (50) (92) (31) (26) (50) (92) (16) (44) (12) (518) (634) 4.7% 2.0% 2.0% 4.0% 5.1% 1,621 1,508 (1,152) (1,152) (1,963) (2,139) (1,152) Belgium
- - - - - 5.4% 0.0% 5.7% 4,734 (2,190) (4,734) (5,853) (4,066) United 39,600 32,962 39,600 24,634 32,962 39,302 81,096 16,239 28,639 43,666 (13,320) (11,176) (32,916) (13,320) (16,239) (41,496) (27,839) (11,176) (32,916) (25,207) 599,693 485,661 (549,703) (641,189) Kingdom 2.9 - 3.3% 5.9 - 6.2%
- - 95 613 (613) 4.7% 2.0% 2.0% 4.9% 5.1% 1,144 1,228 (4,056) (4,800) (4,056) (4,800) (1,382) 12,183 42,485 12,183 42,485 22,609 11,182 72,539 40,837 60,790 (42,926) (40,837) (58,974) (42,926) (26,073) (48,607) (11,236) 990,302 844,948 120,484 (866,404) (150,525) (1,049,276) Netherlands
Discount rate as at 31 December 2010 Rate of benefit increase Rate of compensation increase Expected return on plan assets Net periodic benefit cost Key assumptions Discount rate as at 1 January 2010 At 31 December 2010 At 31 December 2010 Components of net periodic benefit cost Service cost Interest cost Expected return on plan assets Amortisation of actuarial gain/loss Changes and plan amendements At 31 December 2010 statement Charged to the income Change in benefit obligation At 1 January 2010 Currency exchange differences At 31 December 2010 Change in fair value of plan assets At 1 January 2010 Expected return on plan assets Employer contributions Plan participants contributions Benefits paid Actuarial gain/loss Net balance sheet asset Funded status Unrecognised assets Immediate recognition of actuarial gain/loss Service cost Interest cost Plan participants contributions Changes and plan amendements Currency exchange differences Unrecognised net actuarial gain/loss Unrecognised assets Benefits paid Actuarial gain/loss due to assumption changes Experience gains and losses 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 2010 Net balance sheet asset Balance sheet obligation Balance sheet assets 158 2011 Index-related bonds The compositionoftheplanassetsisasfollows: Group. and theseprofilescanbeclassifiedasrangingfromaveragetolow.Fundinvestmentsdonotincludeanysharesofthe The riskprofilesofthevariousportfoliosareinlinewithrequirementsassetoutparticularpensionschemes, various markets.Expectedreturnsfromfixed-ratebondsarebasedongrossatthedateofbalancesheet. returns oninvestmentsinsharesandindex-linkedbondsreflecttheactuallong-termreturnrates of thecurrentinvestmentpolicy.Thevariousfundsinvestinequities,index-relatedandfixed-rateinvestments.Expected Expected returnsonplanassetsaredeterminedbytakingintoaccountexpectedwhichformthebasis for bothmenandwomen. more minorDutchschemes,the2005-2050forecastmortalitytableisused,alsoadjustedbyaone-yearreductioninage Association ofActuaries.Thetablehasbeenadjustedbyaone-yearreductioninageforbothmenandwomen.Forthe For the(major)Dutchpensionschemes,2010-2060forecastmortalitytableisused,publishedby commitment. The discountrateisbasedoniBoxxhigh-qualitycorporatebonds(AA)adjustedforthetermtomaturityofbenefit benefit obligation. benefit defined the in increase acorresponding also was there However, sterling. pound the of rate exchange the in rise the following result translation currency the by influenced positively were investments fund Kingdom, United the In (2010: 15 2percent was 2011, percent). In return average the Cash andother Equities Fixed-rate bonds Equities Fixed-rate bonds Index-related bonds At 31December2010 Cash andother At 31December2011
Netherlands 961,449 272,507 247,980 608,230 618,853 990,302 11,693 93,546 98,942 -
Kingdom 648,213 320,605 311,216 146,503 167,778 599,693 126,053 22,716 94,839 58,196 United
Belgium 1,604 1,604 1,621 1,621 ------
Germany 19,758 18,811 18,036 19,622 1,586 947 - - - -
67,406 13,920 45,380 50,770 67,604 12,646 Ireland 2,716 9,578 - -
1,698,430 1,678,842 245,316 789,928 723,270 240,848 638,492 609,966 53,220 76,232 Total 2011 159 - - - - 2007 (5,649) (2,887) 70,826 28,061 (92,738) (92,738) (62,164) 113,465 (163,564) 1,387,920 (1,551,484)
- - - 788 2008 (1,469) 70,826 (52,320) (52,320) (84,721) (11,643) 146,470 172,689 (198,790) 1,184,525 (1,383,315)
- - 2009 2,621 (6,129) 11,022 84,725 (29,981) (29,981) (11,075) 109,284 146,470 (139,265) (118,350) 1,408,527 (1,547,792)
- (444) 2010 3,893 (2,978) 18,072 18,072 11,182 (11,236) 170,196 109,284 213,411 (152,124) (152,916) 1,678,842 (1,830,966)
- - (70) 2011 1,759 (3,738) 62,603 50,387 43,857 57,212 12,216 269,216 170,196 (218,829) 1,698,430 (1,917,259)
Net balance sheet asset/obligation Currency exchange differences Net balance sheet asset/obligation Fair value of plan assets Immediate recognition of actuarial gain/loss Liabilities held for sale Unrecognised acturial gain/loss and assets Unrecognised acturial gain/loss and assets Unrecognised actuarial previous year Curtailments and plan amendments Not recognised assets Unrecognised net actuarial gain/loss benefit obligation Unrecognised net actuarial gain/loss plan assets Amortisation of actuarial gain/loss The following table provides an overview of the composition of the net balance sheet obligation at year-end for defined benefit schemes over the past few years. Funded status Benefit obligations 160 2011 Transfer toliabilitiesheldforsale Exchange ratedifferences Used duringtheyear - releaseofunusedprovisions - additionalprovisions Charged totheincomestatement: At 1January2011 22. approximately 3 percent). The non-current part of the provisions has been discounted at an interest rate of approximately 3 percent (2010: (temporarily) unused premises. Approximately 7 percent of the provisions have a current nature (2010: 40 percent). obligations in Germany, environmental provisions (mainly soil pollution) and continuing rental commitments resulting from interest in Van Oord. Other provisions also relate to the liquidation of old project development activities, claims and legal For an amount of €15 million other provisions relate to the dividend guarantee issued in the context of the disposal of the duration of the rental guarantee obligation is long; until 2014 and 2017, respectively. Germany relate to several properties and are predominantly non-current in nature. For two properties, the remaining (predominantly Germany), taking into account expected revenue from subleases. The rental guarantee obligations in The rental guarantee provision consists of commitments arising from rental guarantees issued to third parties provision has a current nature (2010: approximately 60 percent). predominantly to reorganisations in the Netherlands and, to a limited extent, abroad. Approximately 76 percent of the recognised as soon as the decision to make organisational changes has been made and announced. The provision relates The reorganisation provision relates to cost involved in reorganisations already initiated. Reorganisation provisions are approximately 45 percent). periodically, based on an estimate of risks. Approximately 50 percent of the provision has a current nature (2010: completed projects. Costs incurred under warranties are charged to this provision. The level of the provision is tested The provision for warranties relates to estimated liabilities and pending proceedings with regard to disputes about Current Non-current Provisions areclassifiedinthebalancesheetasfollows: At 31December2011 Provisions
Warranties (20,575) 73,689 28,513 74,519 (8,761) (7) -
Reorganisation (16,621) 16,240 10,126 24,748 (1,891) (122) cost -
guarantees 16,296 19,382 (2,857) Rental (229)
- - -
136,859 54,330 82,529 provisions 2011 30,634 23,139 11,814 (2,250) (1,658) Other (426) 15
130,463 54,999 75,464 136,859 130,463 (42,303) (12,539) 61,778 2010 (548) Total 8 2011 161 - - (30) 332 370 241 834 (258) 187 Total (784) (334) 2010 2010 (4,017) 19,655 45,177 30,857 (32,589) 14,816 16,199 66,363 50,164 137,607 203,347 198,179 (19,328) (50,123) (37,318) 174,063 159,247 (107,700) (107,700)
- - 48 323 231 227 (197) (522) 3,101 Other 260 471 (7,882) (1,803) 17,226 12,798 10,752 (608) 2011 2011 3,815 11,014 76,080 49,307 60,388 17,809 15,692 (29,889) (73,330) (73,330) 149,410 131,601 (107,700)
- - -
(1) 159 395 (365) (609) gains (1,736) 16,554 30,857 24,997 41,580 70,251 Fair value
------9 Tax losses 58,054 84,864 (29,143) 142,927 113,784
- - - 34 (60) (30) 139 212 6,042 3,392 (1,759) (4,630) (1,034) 10,520 Provisions
Deferred taxDeferred Exchange rate differences Exchange rate differences Reclassification including scope changes Reclassification including scope changes Change of income tax rate Transfer to assets held for sale (Charged) credited to equity Change of income tax rate (Charged) credited to the income statement income the to credited (Charged) (Charged) credited to equity Deferred tax assets At 1 January 2010 (Charged) credited to the income statement income the to credited (Charged) At 31 December 2011 At 31 December 2010 Reclassification including scope changes Change of income tax rate Transfer to assets/liabilities held for sale Exchange rate differences Acquisition of subsidiaries Charged/(credited) to income statement Charged/(credited) to equity At 31 December the balances within the same tax jurisdiction, is as follows: The movement in deferred taxes, before offsetting Deferred tax liabilities: more than 1 year - To be recovered after 1 year - To be recovered within Net amount of assets and liabilities and liabilities is as follows: The gross movement in the net amount of assets At 1 January 23. Deferred tax assets: more than 1 year - To be recovered after 1 year - To be recovered within 162 2011 Deferred taxliabilities companies inGermany,whichcanbeoffsetagainstfutureprofitsGermany. has ceasedtoexist.Taxcompensablelossesaminimumof€400millionareexpectedremainavailableforthe With theliquidationofoldpropertydevelopmentactivitiesinGermany,aparttaxlossesavailableGermany will beabletooffsettheliquidationlossagainsttaxableprofitsinperiodfrom2012upandincluding2020. take placeagainstother-yearresults.Basedonthecurrenttimelimitswithregardtotaxlosscompensation,Group offset againstothertaxableprofitsrealisedbytheRoyalBAMGrouptaxentityinNetherlands.Offsettingwilllargely The liquidationofoldpropertydevelopmentactivitiesinGermanyiscompleted2011.resultingtaxlosscanbe remainder canbeoffsetagainsttaxableprofitsintheperioduptoandincluding2019. tax receivable(approx.€115million).Basedonthecurrenttimelimitswithregardtolosscompensation, million. Atyear-end2011,thepartthatcanbeoffsetagainsttaxableprofitsfrompastisrecognisedunder The taxlossesincurredbytheRoyalBAMGroupentityinNetherlands2009and2010areapproximately€220 which thetemporarydifferencesandtaxlosscarry-forwardscanbeutilised. Deferred taxassetsarerecognisedonlytotheextentthatitisprobablefuturetaxableprofitswillbeavailableagainst At 31December2011 (Charged) credited to the income statement At 31December2010 At 1January2010 (Charged) creditedtoequity (Charged) credited to the income statement Aquisition ofsubsidiaries (Charged) creditedtoequity Change ofincometaxrate Change ofincometaxrate Transfer toliabilitiesheldforsale Reclassification includingscopechanges Reclassification includingscopechanges Exchange ratedifferences Exchange ratedifferences
Construction contracts 52,321 46,931 50,248 (3,231) 5,201 186 (20) (72) 3 6 - - - - -
depreciation Accelerated (4,584) 2,898 5,625 3,302 1,817 1,419 (104) 201 610 260 (23) tax - - - -
Fair value 1,599 gains (272) 913 526 968 327 (10) 65 (5) (2) 2 - - - -
68,031 42,178 16,373 33,408 Other 9,208 9,779 (615) (913) (192) 508 403 72 - - -
124,849 95,647 16,718 87,484 11,384 (1,042) 1,021 7,859 Total (638) (202) 712 968 260 327 (2) 2011 163 137 2010 2010 6,542 22,011 81,821 42,657 970,112 177,969 901,258 171,871 117,513 1,512,777 3,267,605 1,230,839 1,057,652
2011 2011 2,365 8,321 10,815 99,192 17,299 904,612 194,621 895,790 936,403 131,294 154,089 1,548,706 3,047,808 1,241,713
Personnel expenses Personnel Trade and other payables other and Trade At year-end 2011, the Group had 27,007 employees expressed in full-time equivalent (2010: 26,088). The average At year-end 2011, the Group had 27,007 employees expressed in full-time equivalent (2010: number of employees expressed in full-time equivalent amounted to 26,639 (2010: 26,840). Please refer to Note 21 for further information on pension cost. 25. The fair value of trade and other payables is almost equal to their nominal value, due to the current nature of these liabilities. Normally, these payables will be paid in the ordinary course of business (less than one except year), for an amount of approximately €1 million 9 million). € The fair (2010: value of this non-current part amounts to €1 million €9 million) and (2010: is calculated with an interest rate of approximately percent approximately 1.8 (2010: 2 percent). Amounts due to customers relate to construction contracts for third parties and sold property development and consist of the negative balance of cost incurred (including result recognised) and invoiced instalments. Please refer to Note 3.9 and 7. Other current liabilities include costs yet to be paid as part of the ordinary conduct of business. 24. Salaries and wages Social security cost Other employee benefit costs Pension cost (defined contribution schemes) Pension cost (defined benefit schemes) Trade payables Amounts due to customers Amounts due to associates and other taxation Social security contribution Pension premiums projects Accrued cost completed Other current liabilities 164 2011 (2010: €208,000)forfiscaladviceand€161,000€688,000)othernon-auditrelatedservices. Group’s financialstatements.Theywerealsopaid€238,000(2010:€731,000)forotheraudit-relatedservices,€255,000 million (2010:€3.9million)ofwhichrelatestoPricewaterhouseCoopersAccountantsN.V.,responsibleforauditingthe The totalauditfeefortheoffinancialstatements2011amountsto€4.4million(2010:€4.3million),€3.8 27. 13 12 11 8 26. interest oftheGroup(throughsubsidiaryBAMWoningbouw)inanentityoperatingpropertymarket(€0.3million). The otherimpairmentsmadein2010relatedtoequipmenttheCivilengineeringsector(€0.9million)andafinancial property associate. of €127millionintotal,€122.2whichrelatedtoownpositionsand€4.8aloangranted realisable valuesofseveralpositionshadtobeadjusteddownwardsstructurally.Thisresultedinanimpairment2010 per projectwithloweraveragesellingprices.Basedonthisanalysis,theGroupdecidedthatanticipated(future) the housingmarketisshrinkinginseveralregions.Existingoperationsareincreasinglysubjecttodelaysandlesshouses book. Municipalitieshavepostponednewprojectsforthetimebeingandcancelledplanningcapacity.Inaddition, Since themarkethasbeenfailingtorecoverin2010,Groupconductedananalysiswithregardpropertyorder There werenoimpairmentsin2011. Inventories Non-current receivables Associates Property, plantandequipment Audit fees Impairments
2011 - - - - -
128,196 122,200 4,800 2010 312 884 2011 165 - 130 157 2010 2010 8,080 2,911 3,532 2,207 7,589 5,321 6,445 2,072 (4,827) 22,237 64,623 22,532 40,636 87,155 32,854 13,428 11,800 44,907 38,002 (33,207) (37,318)
- - 150 2011 2011 9,857 5,639 4,213 2,005 4,247 4,940 2,981 3,961 99,144 72,801 36,345 11,919 13,214 12,661 30,397 49,307 30,966 60,919 (31,503) (26,343) (18,341)
Income tax Income expense Finance income and expense and income Finance - Result on cash flow hedges - Capitalise interest on Group's PPP projects Finance expense: - Subordinated loan - Cost of subordinated loan - Preference shares - Non-recourse PPP loans - Other non-recourse loans - Bank financing - Cost of bank financing - Banks - Financial leases - Other borrowings - Capitalise interest on Group's own projects Finance expense/income weighted the using arise would that amount theoretical the from differs taxes before profit Group’s the on tax Income companies. consolidated the of profits to applicable rate tax average - Cost other borrowings 29. Other finance income relates in 2010 predominantly to recognised gains on financial transactions. Cost of other loans relates predominantly to refinancing cost incurred in 2011. Please refer to for Note an overview 19 of the weighted average interest rates for the capitalisation of interest. 28. Deferred tax - PPP receivable - finance income - PPP receivable - finance Current tax Finance income: at banks - Interest income on cash - interest income - Other financial fixed assets - Other finance income 166 2011 Net resultattributabletoshareholders Weighted averagenumberofordinarysharesinissue(x1.000) Basic earningspersharefromdiscontinuedoperations(€) Basic earningspershare(€) number ofoutstandingordinaryshares,butonatime-weightedbasis. Shares thathavebeenissuedasaconsequenceofconversiondonotcount fullyindeterminingtheweightedaverage Net resultformdiscontinuedoperationsattributabletoshareholders Basic earningspersharefromcontinuingoperations(€) Net resultfromcontinuingoperationsattributabletoshareholders 30. - Participationexemption - Previouslyunrecognisedtaxcarryforward - Otherincludingexpensesnotdeductablefortaxpurposes - Dividendtobepaid/received - Taxfilingsandpreviouslyunrecognisedtemporarydifferences - Changeintaxrateondeferred - Incomenotsubjecttotaxandunrecognisedlosses - Taxratesinothercountries Tax effectsof: Result beforetax The difference is specified as follows: Tax calculatedatNetherlandstaxrate tax ratesappliedinthevariouscountries. and 2011werealsoinfluencedbytaxexemptionforsubsidiaries,aswelltheusualnon-deductibleexpenses recorded foraproportionoftheselosses,becausethelossesfalloutsidefiscalentity.Thetaxburdensinboth2010 In 2010,thetaxburdenwasinfluencedbyalowerreliefwithregardtolossesatAM.Areceivablenot different spreadofresultsoverthecountries. The weightedaveragetaxrateapplicablewas27.5percent(2010:35.7percent).differenceisattributabletoa Tax chargepercentage Tax charge Earnings per share
125,995 232,378 113,850 158,693 (11,206) 12,145 30,966 39,677 (3,135) (1,297) 19.5% 2,729 3,924 2011 2011 (608) 0.05 0.54 0.49 882 -
204,184 15,326 25,955 (3,574) (8,224) 29.2% 9,463 5,863 8,477 3,945 6,617 7,589 1,040 2010 2010 (784) 0.05 0.08 0.03 52 40 2011 167 440 128 0.08 0.03 0.05 2010 5,991 9,463 15,326 15,454 204,624 204,184
- 287 0.54 0.49 0.05 2011 12,145 113,850 125,995 232,665 125,995 232,378
Contingencies Dividends Dividend on convertible cumulative financing preference shares (after tax) cumulative financing preference shares (after Dividend on convertible Fully diluted earnings per share (€) to shareholders (diluted) Net result from continuing operations attributable per share (€) Fully diluted earnings from continuing operations to shareholders (diluted) Net result from discontinued operations attributable Weighted average number of ordinary shares (diluted) (x 1,000) Weighted average number shareholders Net result attributable to shareholders (diluted) Net result attributable to per share (€) Fully diluted earnings from discontinued operations 32. It is impossible to The Group is claiming considerable amounts under pending proceedings and disputes with clients. are therefore not reasonably determine the extent and timing of possible inflow of economic benefits. These rights recognised. parties. These In the ordinary course of business, guarantees are issued to (prospective) clients and contracting risks will arise from contingent liabilities are not recognised in the balance sheet. It is not expected that any material these contingent liabilities. 31. shares in 2011 were €7.1 million, €3.3 million in cash (€0.03 per share) The dividends paid to shareholders of ordinary The cash dividends paid to shareholders of ordinary shares in 2010 were and €3.8 million in shares (€0.0315 per share). €13.5 million (€0.10 per share). financing preference shares in 2011 and 2010 were €0.13 million The cash dividends paid to shareholders of convertible per share), respectively. (€0. 37086 per share) and €0.13 million (€0.37086 financing preference shares in 2011 and 2010 were €0.03 The cash dividends paid to shareholders of non-convertible (€0.38346 per share), respectively. million (€0. 38346 per share) and €0.03 million €0.16 in cash The company proposes to declare a dividend for the financial year 2011 at, at the option of shareholders, the company will calculate (2010: €0.03) per ordinary share or a dividend in ordinary shares. In case of dividend in shares, in shares will exceed the number of dividend rights required to obtain one new share in such a manner that the dividend with a pay-out the dividend in cash by approximately 5 percent. The proposal for the cash dividend corresponds the number of ordinary percentage of approximately 30 based on the net result for 2011 of €126.0 million. Based on on the ordinary shares. shares outstanding at year-end 2011, a maximum of €37.3 million will be distributed as dividend As yet, the dividend proposal has not been deducted from retained earnings under equity. shares and the repurchase As a consequence of the full conversion of convertible financing preference shares to ordinary preference shares no of non-convertible financing preference shares, a dividend payable with regard to the financing longer exists. Weighted average number of ordinary shares in issue (x 1,000) Weighted average number shares convertible cumulative financing preference Impact of conversion of Allowing for dilution, the earnings per share are as follows: Allowing for dilution, the 168 2011 Later than5years Later than1yearandnotlater5years Not laterthan1year The totalminimumleasepaymentsareasfollows: 2011 financialyear,thecostofoperationalleasesamountsto€78million(2010:€80million). including leasebonusesreceived,formsalinearchargeagainsttheincomestatementduringtermoflease.In lease agreements.Theleaseshavevaryingdurations,escalationclausesandrenewalrights.expenditure, The Groupleasesvariouscompanycars,buildingsandequipmentfromthirdpartiesundernon-cancellableoperational realisation ofprojects. among otherthings,totheamendmentofzoningplans,acquirementplanningpermissionsandactual approximately €332million(2010:€460million).Theconditionalnatureoftheseobligationsrelate, The Grouphasconditionalcontractualobligationstoacquirelandforpropertydevelopmentactivitiestheamountof (2010: €7million).Thesecommitmentsrelateprimarilytoequipment,machinesandinstallations. At year-end2011,theGrouphascommitmentsforcapitalexpenditureoftangibleassetsanamount€3million 33. amounting to€2,568million(2010:€2,252million),isincludedintheconsolidatedbalancesheet. partnerships) amountsto€5,381millionatyear-end2011(2010:€4,966million).TheGroup’sshareintheseliabilities, Total liabilitiestowardsthirdpartiesofcompaniesforwhichtheGroupbearsjointandseveralliability(suchasgeneral surety companiesamountto€1,749million(2010:€1,676million). The corporateguaranteesissuedamountto€272millionintotal(2010:€583million).Guaranteesbybanksand without theinterventionofanindependentthirdparty. guarantees, suretyshipsandsuretybonds).Theseguaranteescanbedemandedincaseofnon-compliance,withor Guarantees areissuedeitherbytheGroupitself(corporateguarantees)orbanksandsuretycompanies(bank Later than1yearandnotlater5years Not laterthan1year The total minimum lease payments to be received are as follows: million). income statement. In the 2011 financial year, revenue from operational leases amounts to €3.1 million (2010: €3.9 million at year-end 2011 (2010: €15 million). The lease income, including lease bonuses, is recognised as revenue in the have varying durations, escalation clauses and renewal rights. The book amount of the related assets amounts to €15 The Group leases equipment and buildings to third parties under non-cancellable operational lease agreements. The leases Later than5years Commitments
145,047 250,268 76,572 19,148 28,649 8,910 8,451 1,787 2011 2011
148,572 267,379 80,597 35,281 21,901 38,210 11,143 2,237 2010 2010 2011 169 ------183,761 183,761 Van Oord
- 4,959 7,339 (6,718) (4,346) 14,450 (55,579) (20,835) 217,527 (198,467) PPP projects
Business combinations Business operations discontinued and Assets sale for held Total equity and liabilities Short term borrowings Trade and other payables Associates Deferred tax assets Trade and other receivables Cash and cash equivalents Long term borrowings Derivative financial instruments Assets and liabilities held for sale relate to the planned disposals of four PPP projects to the joint venture BAM PPP/ PGGM and the anticipated disposal of Tebodin. Other relates to assets at BAM International in the Civil engineering sector. When presenting the update of the Strategic the Agenda Group in November indicated 2011, that it intends to reconsider the position of the Consultancy & engineering sector while (Tebodin), not excluding a disposal. This led to the decision to sell the subsidiary Tebodin. The sale is expected to be completed in the second quarter of 2012. PPP receivables 35. projects. PPP three in interest its of percent 80 PPP/PGGM BAM venture joint the to sold Group the 2011, December 7 On after proceeds sales of consisted result The million. €11.7 of result net a realised Group the cost, of deduction After hedge the of release a and million) €20.8 (negative liabilities and assets of balance the minus million) (€32 cost of deduction million). (€41,1 reserve million. €200 for Oord, Van company dredging the in interest percent 21.5 its sold Group the 2011, December 22 On profit the 2011, In years. five of period a for issued guarantees dividend to relation in made was million €15 of A provision million. €30.7 was contribution Effect of sale of assets and liabilities 34. acquisitions in 2010 or 2011. There were no material 170 2011 Other currentliabilities Cash andcashequivalents Trade andotherreceivables Trade andotherpayables Other financialassets Short termborrowings Deferred taxassets Deferred taxliabilities PPP receivables Provisions Intangible assets Employee benefitobligations Property, plantandequipment Derivative financialinstruments these loansareatarm’slength. At year-end2011,theGroupgranted loanstoassociatesfortheamount€15.4million(2010:€16.8million). Interestsfor million (2010:€0.1million)andtheliabilitiesto€1.6€2.1 million). The 2011year-endbalanceofreceivablesarisingfromaforementioned transactionswithassociatesamountsto€7.1 €28.4 million)andrelatedtothepurchaseofgoodsservicesfor€10.3 million(2010:€17.5million). The Groupcarriedouttransactionswithassociatesrelatedtothesale ofgoodsandservicesfor€65.6million(2010: detailed disclosureoftheGroup’ssharerevenuesandbalance sheets ofthejointventures. assignment and/orfinancingoflandaswellcarryingoutprojectsfor thirdparties.PleaserefertoNote37foramore A majorityoftheGroup’sactivitiesiscarriedoutinjointventures.Important transactionsinthiscontextincludethe Joint venturesandassociates and thethirdpartieswhichexecuteGroup’spensionplans. The Groupidentifiesthefollowingrelatedparties:jointventures,associates,ExecutiveBoard,SupervisoryBoard 36. Assets andliabilitiesheldforsale Net cashflowfromoperatingactivities Cashflow discontinuedoperations Liabilities heldforsale Net cashflowfromfinancingactivities Net cashflowfrominvestingactivities Long termborrowings Non-controlling interest Assets heldforsale Related party transactionsRelated party
PPP projects 155,035 157,141 120,722 14,414 12,923 77,848 63,404 8,214 1,811 6,966 5,822 42 10 - - - - -
146,005 Tebodin 78,096 76,504 60,404 48,709 13,400 13,111 1,700 2,272 5,395 2,102 192 119 179 14 2011 - - -
Other
96 96 ------
(11,396) (9,484) (3,078) 1,166 2011 233,131 303,242 112,113 120,722 74,818 84,718 14,623 77,848 13,400 18,933 4,083 5,395 6,966 2,102 Total 152 202 119 179
14,814 (2,385) (4,953) 7,476 2010 2010 95 95 ------2011 171 578 616 736 569 751 Total 3,250 2011 42,250 56,027 43,483 42,250 184,010
44 82 93 82 31 December
141 Pension premium - 2010 42,250 56,027 43,483 42,250 74 74 89 67 184,010 of the fixed salary of the Grant date Bonus
percent 460 460 610 554 420 Gross salary 758 821 824 846 Total 4,303 1,054
45 97 61 108 108 Pension premium - 2011 253 253 336 266 Bonus emissions and to reduce waste. The other half of the individual non-financial non-financial individual the of half other The waste. reduce to and emissions 2 460 460 610 483 763 Gross salary 3 1 2 On 1 October the chairmanship 2010 was transfered to mr N.J. de Vries Gross salary based for on 2011 £ 420,000.– £ 360,000.–). (2010: Gross salary including for 2011 one-off payment of € 610,000.-.
J.A.P. van Oosten R.P. van Wingerden M.J. Rogers J. Ruis N.J. de Vries relevant member of the Executive Board on the grant date by the average closing price of the share over the five business days preceding the grant date. The phantom shares will vest and become unconditional The percentage at 2 May 2014. of phantom shares that becomes unconditional depends on the Group’s performance. The Group’s performance is defined as the realised value growth of the BAM share in comparison with the average realised value growth of several companies that are comparable to BAM (the peer group) in the three-year performance period. The performance period started on and 1 January will end December The on 31 2011 average 2013. realised value growth, or Shareholders Total Return (TSR), consists of share price performance plus (re-invested) dividend. The peer group on balance sheet date consists of Balfour Beatty Ballast Nedam, Bilfinger Berger, Heijmans and Skanska. The number of conditionally granted phantom shares is calculated by dividing 50 Pension charges relate to the gross pension charges recognised in the income statement. They are determined on the basis basis the on determined are They statement. income the in recognised charges pension gross the to relate charges Pension individual an on allocated not are deposits from results investment and Interest obligations. pension individual and actual of the until continues employment if out paid only and conditional are obligations pension the of segments Some basis. age. pensionable financial the to relation in 2011 for remuneration variable in percent 40 awarded were Board Executive the of members The the for objective non-financial individual the of Half percent). 40 is remuneration variable of amount (maximum objectives the reduce to was objective This objective. enterprise sustainable joint a of consisted Board Executive the of members CO cut to incidents, safety of number 1 2 3 Executive Board to the income statement: and pension premiums were charged The following salaries, bonuses objectives in 2011 – depending on the member’s portfolio – related to improving the internal organisation, the financial financial the organisation, internal the improving to related – portfolio member’s the on depending – 2011 in objectives to awarded was percent 15 of remuneration Variable strategy. corporate the implementing and company the of position remuneration: variable (maximum objectives financial non- the achieving for Board Executive the of members the of each percent). 20 April 20 of Shareholders of Meeting General Annual the in determined was plan) (LTR plan remuneration long-term new A the of members the to granted were shares phantom conditional of number following the plan, LTR the on Based 2011. 2011: May 2 on Board Executive Number of conditional phantom shares granted N.J. de Vries M.J. Rogers J. Ruis R.P. van Wingerden 172 2011 C.M.C. Mahieu J.A. Dekker A. Baar H. Scheffers,Vice-Chairman the BAM share, which is in line with that of the peer group. This outcome relates predominantly to the relative performance already realised in 2011 in combination with a volatility of Board is zero. The personnel expenses amount charged to the income statement arising from the LTR plan is therefore zero. On the balance sheet date, the fair value of the commitment arising from the LTR plan for the members of the Executive Executive Board will not exceed 150 percent of the fixed gross salary as applicable on the date of distribution. and will therefore increase the number of granted phantom shares. The cash amount that is distributed to a member of the distribution in cash takes place. Dividend distributions between the grand date and the date of distribution are re-invested Upon vesting date, the unconditional phantom shares are locked up for another two years, until 2 May 2016, after which R.J.N. Abrahamsen W. vanVonno W.K. Wiechers K.S. Wester No loansoradvanceshavebeengranted totheseofficers. The membersoftheExecutiveBoardandSupervisorydonot holdanysharesinthecompany. No optionrightsforshareshavebeengrantedtothemembersofeither theExecutiveBoardorSupervisoryBoard. 2010. 21 april from effect with ³ Retired 2011. april 20 from effect with ² Retired 2011. april 20 from effect ¹ With P.A.F.W. Elverding million (2010:€0.25million). The remunerationofthemembersSupervisoryBoardischargedtoincomestatementandamounts€0.30 Supervisory Board below: scale graduated the with accordance in basis, aquarterly on determined group, peer the of TSR the exceeds basis, aquarterly on determined BAM, of TSR average the which with percentage the on depends unconditional become and vest will that shares phantom granted conditionally of percentage The Performance 25 -30 20 -25 15 -20 10 -15 5 -10 > 30 0 -5 < 0 1 2 1 1 3 , Chairman Vesting 100% 45% 35% 85% 75% 65% 55% 0%
2011 302 45 49 46 32 14 54 31 31 -
2010 254 45 50 44 45 55 15 - - - 2011 173 84 940 652 2010 1,683 2,335 1,311 2,251
99 881 2011 2,667 1,175 2,568 1,786 1,393
Joint ventures Joint Liabilities: - Non-current liabilities - Current liabilities Net assets The Group has no contingent liabilities or investment obligations under joint ventures. 37. the which in countries all and sectors all to applies This ventures. joint in out carried is activities Group’s the of collaborative part These major A 780). approximately (2010: ventures joint 740 approximately in participates of Group duration The the operates. practice, Group actual In finite. accordingly are they and finished, is project a until place which in ventures remain joint of arrangements exception the with years, 4 and 1 approximately between of period a to context limited is the in ventures joint significance many material of being as regarded are interests venture joint the of None positions. land strategic hold statements. financial the to Notes the in out set requirement the of approximately (2010: 2011 in billion €1.3 approximately to amounts ventures joint these of revenue the in share Group’s The percent). 18 (2010: revenue Group’s the of percent 16 approximately represents which billion), €1.4 follows: as is ventures joint of sheets balance the in share Group’s The (€ x million) Other related parties parties. into any material transaction with other related The Group has not entered Assets: - Non-current assets - Current assets 174 2011 Broadland Environmental Services Infrastructure:: JVA München Alfons-Kern-Schule, Pforzheim Sonderschule Frechen Stadium Dresden Justice courtAntwerp Justice courtGhent Accomodations: PPP projectsinotherentities: Liefkenshoektunnel A9 A8 Infraspeed HSL A12 N31 A59 Portlaoise Waterford By-pass Dundalk By-pass Infrastructure: Burgdorf Prison Bremervoerde Prison Potsdam Schiphol Dendermonde Prison Beveren Prison Gent Universiteit Camden Schools Somerset Schools West DunbartonshireSchools Solihull Schools Bromsgrove Schools Peacehaven Schools Cheshire Police Derby Police Wharfedale Hospital The GroupisinvolvedinthefollowingPPPcontracts: significant influencebutnodecisivecontrol. (proportionately) consolidatediftheGrouphas(joint)control.Anentityisaccountedforasanassociate concessions andaremostlyperformedinseparatelegalentities,eitheraloneorwiththirdparties.Anentityis The Groupoperatesvariousconcessions.Theseactivitiesconsistofconstructing,operating,anddisposing(asharein) 38. East AyrshireHospital Accomodations: PPP projectsinBAMPPP: Concessions Interest 33.3% 10.5% 33.3% 33.3% 33.3% 33.3% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 90% 25% 50% 50% 25% 70% 88% 90% 89% 20% 20% 20% 75% Other Justice Education Education Other Justice Justice Railroads Roads Roads Railroads Roads Roads Roads Roads Roads Roads Justice Justice Other Justice Justice Justice Education Education Education Education Education Education Education Justice Justice Health Health Type UK Germany Germany Germany Germany Belgium Belgium Belgium Germany Germany Netherlands Netherlands Netherlands Netherlands Ireland Ireland Ireland Switzerland Germany Germany Netherlands Belgium Belgium Belgium UK UK UK UK UK UK UK UK UK UK Country Yes Yes Yes Yes Yes Yes Yes No No Yes Yes No Yes Yes Yes Yes Yes No No No No No No No No No Yes Yes Yes Yes Yes Yes Yes Yes tional Opera - 1999 2009 2011 2005 2009 2005 2006 2013 2014 2010 2006 2012 2007 2005 2010 2009 2005 2012 2013 2012 2012 2013 2013 2011 2012 2012 2010 2010 2008 2001 2003 2000 2004 2000 from As 20 20 30 25 30 27 27 38 17 30 25 25 15 15 30 30 28 25 25 30 25 25 25 33 25 25 30 25 30 25 30 30 30 25 (in years) period Concession 2011 175 Government grants Government 39. Government grants received during the financial year amount to approximately €3 million (2010: research education, concessions, PPP to predominantly relate grants Government million). €9 approximately or against the and development, and wages. Government grants received are offset against costs incurred valuation of the PPP concession in question. fees received from government. The volatility of the revenue and results is limited. The In Ireland and Germany, concession fees are directly based on the volume of traffic (toll collection). to some extent. concession revenue and results therefore depend on road traffic and, hence, they are volatile to 30 years. The concessions started between 1999 up to and including 2011, for periods varying from 15 These operating concessions relate to motorways in Ireland, the Netherlands and Germany, a railway tunnel These operating concessions relate to motorways the United in Belgium and a railway line in the Netherlands and Ireland, and a coastal defence scheme in Kingdom. Concession fees in the Netherlands, Belgium and the UK are based on the availability of the related cover the infrastructure. This availability is tested against contractually established criteria. These criteria intensity of usage, temporary closures and maintenance. If availability does not meet the contractual on the basis of criteria, the concession fee can be (temporarily) adjusted. Revenue and results are recognised Infrastructure Accommodation police stations, hospitals, sports complexes, a penitentiary These operating concessions relate to schools, Belgium, Germany, Kingdom, United the in located are concessions The building. laboratory a and institution payments depend entirely on the availability of the the Netherlands and Switzerland. Concession has no impact on the payments. The concessions accommodation. The actual use of the accommodation such as maintenance and facility management. sometimes include support services for the accommodation, of the (fixed) fees received from government. If a fee relates Revenue and results are recognised on the basis to the services rendered. to support services, it is accounted for in proportion on the availability of the accommodation and the support During the concession periods, fees are based contain indexation clauses. (Some of) the services are services. The majority of concession arrangements generally once every 5 years. The relevant parts of the fees periodically benchmarked against the market, of the total revenue and result is limited. can be adjusted on this basis. However, the volatility In 2011, BAM PPP generated revenue of €508 million (2010: €311 million) with a profit before taxes of €10.5 revenue of €508 million (2010: €311 million) In 2011, BAM PPP generated Please refer to Note 6. million (2010: €3.5 million). 2011 (year-end 2010: €104 in PPP projects are €88 million at year-end The Group’s total net investments Note 7. million). Please refer to to capital to be paid in PPP projects €165 million of liabilities with regard The Group also has approximately (2010: €153 million). currently in the realisation phase from construction activities on PPP projects Revenue yet to be realised €0.7 billion (2010: €1 billion). amounts to approximately is as follows. A more detailed disclosure of operational concessions 176 2011 Bilfinger Berger expect to close the transaction in the second quarter of 2012. of quarter second the in transaction the close to expect Berger Bilfinger and BAM €145 million. approximately of consideration cash atotal has transaction The Berger. Bilfinger to Tebodin firm engineering and consultancy sell to agreement reached has Group BAM Royal date, sheet balance the After ratio. leverage the to regard with pattern seasonal the 2011, year-end at including covenants the as same the are facilities credit new for covenants 2012. agreed-upon The January 30 at repaid fully was million €360 of amount financing bank existing year. the To conclude, additional one by extend to option 2016, an with January 30 to extended 2011: maturity to (31 December term its and €475 million) January 30 on million €500 to increased was facility credit 2017. July 30 to revolving the of level The extended maturity to 2012 2011: term its (31 January 30 and on €125 December to million) million €200 reduced was loan subordinated the of sum principal The facilities. financing three adjusted Group the date, sheet balance the After 41. recognised directlyintheincomestatement. research anddevelopmentcosts,intheamountofapproximately€1million(2010:million),are Research anddevelopmentcosts,whichpredominantlyrelatetoprojects,areincludedinthecostofprojects.Other 40. Events balance after sheet date Research and development 2011 177 - 47 2010 2010 3,896 3,896 2,735 15,326 68,559 15,326 15,940 23,485 33,851 23,177 94,185 (18,525) 569,197 208,158 569,197 461,765 224,098 686,242 477,880 (196,916) 1,205,049 2,880,818 2,880,818 1,207,784 2,102,911 1,099,941 2,656,720
- - 2011 2011 5,930 5,412 15,000 20,930 23,149 21,879 23,294 (33,363) 125,995 569,320 101,943 397,352 125,995 569,320 576,500 159,358 420,501 691,400 580,258 (258,539) 2,519,720 1,182,151 2,940,221 2,940,221 1,187,563 1,819,398 1,162,408
Company income statement income Company (x €1,000) Company balance sheet at 31 December 31 at sheet balance Company appropriation x €1,000) (before profit Current liabilities Provisions Non-current liabilities Shareholders equity Deferred tax assets Receivables Cash and cash equivalents Tangible assets Intangible assets Financial assets Total equity and liabilities Result of participating interests after tax Net result for the year Current assets Total assets Issued and paid up capital Non-current assets Provisions Borrowings Borrowings Employee benefit obligations Other income and expense after tax Share premium reserve Other current liabilities Reserve pursuant to Articles of Association Exchange rate differences / Hedging reserve Other legal reserves Other reserves Net result for the year 11 9 10 8 5 6 7 2 3 4 178 2011 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 arerecognisedfromthedateonwhichRoyalBAMGroup nvobtainssignificantinfluence,untilthedateon carrying amountoftheinvestment(includingotherunsecuredreceivables),unlessithasanobligationtodoso. recognised intheRoyalBAMGroup’sreserves.TheGroupnvdoesnotrecogniseanylossesexceeding 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) as endorsed by the European Union. The Group’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards interpretation of the company financial statements. BAM Group nv. The consolidated financial statements of Royal BAM Group nv should be consulted for an appropriate If no other policies are mentioned, the applicable policies are those of the consolidated financial statements of Royal income statement of Royal BAM Group nv. The exemption laid down in Article 402 Book 2 of the Netherlands Civil Code has been used with regard to the company statements. financial statements may be prepared in accordance with accounting policies as adopted in the consolidated financial financial statements, the provision of Article 2:362 subsection 8, of the Civil Code is applied, under which the company prepared in accordance with the legal requirements of Part 9, Book 2, of the Netherlands Civil Code. In preparing these The company financial statements of Royal BAM Group nv are included in the consolidated financial statements and are 1.1 Summary of significantSummary accounting policies Financial assets General Notes to the company financial statements 2011 179 Shareholders’ equity 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 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. 180 2011 Cost At 1January2010 Accumulated amortisationandimpairments 2. Net bookamount Net movements Cost At 31December2011 Accumulated amortisationandimpairments Depreciation charge Disposals Additions Movements inbookvalue Net bookamount Net movements Cost At 31December2010 Accumulated amortisationandimpairments Disposals Depreciation charge Additions Movements inbookvalue Net bookamount Tangible assets
buildings Land and 16,994 27,426 18,322 19,594 25,320 25,600 (8,326) (1,328) (7,278) (1,384) (7,832) (1,328) (1,272) 112 - - -
tangible 10,803 11,435 (5,918) (1,788) (6,272) (1,536) (4,761) assets 4,885 Other 8,327 5,163 3,566 1,565 1,597 3,135 (278) (55) (2)
(14,244) (13,550) (12,593) 21,879 35,753 36,123 23,485 37,035 23,160 (3,116) (1,606) (2,920) 1,565 3,247 Total 325 (55) (2) 2011 181 (54) 624 Total 3,135 6,651 6,651 (5,300) (5,300) (5,354) 455,114 467,065 461,765 111,030 114,735 581,854 460,414 576,500
------(54) (54) 624 570 624 570 Non- software integrated
- - 6,651 6,651 3,135 (5,300) (5,300) (5,300) 114,165 467,065 111,030 581,230 455,114 461,765 460,414 575,930 Goodwill
Intangible assets Intangible Net book amount Net book amount Net movements Movements in book value Exchange rate differences Net movements At 31 December 2010 Cost Accumulated amortisation and impairments Movements in book value Additions Amortisation charge Reclassification Currency exchange differences At 31 December 2011 Cost Accumulated amortisation and impairments Net book amount 3. 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. At 1 January 2010 Cost and impairments Accumulated amortisation 182 2011 Movement hedgereserve Exchange ratedifferences Loans granted/repayments Capital contributions Movement hedgereserve Acquisition ofsubsidiaries Exchange ratedifferences Adjustments ingroupstructure Loans granted/repayments Investments Capital contributions Dividend received Disposals /retirements Net resultfortheyear Investments At 1January2010 Dividend received Deferred taxassets 5. 4. Net resultfortheyear principal subsidiariesandassociates,pleaserefertoOtherinformation. No provisionsaredeemednecessaryfortheamountsreceivableonbalancesheetdate.Forabreakdownof At 31December2010 of theconsolidatedfinancialstatements. activities inGermany(€80million),theAMlossesfrompreviousyears anddeferredtaxliabilities.PleaserefertoNote23 Included inthedeferredtaxesaretaxreceivableowingto theliquidationofoldpropertydevelopment At 31December2011 Deferred tax Financial assets
subsidiaries Shares in 660,217 704,152 128,707 674,797 (44,079) (76,980) (79,731) (37,672) 15,473 25,355 7,018 8,014 1,000 5,410 3,550 - - - - -
Receivables subsidiaries 1,158,633 1,140,004 1,236,566 (77,933) 96,562 form ------
participating (183,761) interests 172,088 191,423 (12,295) (38,121) 30,301 30,651 Other 1,111 423 218 313 (82) ------
Other loans receivables 101,943 101,943 2011 125 125 125 and ------
1,819,398 2,016,244 2,102,911 (183,761) (115,101) 159,358 (77,933) (56,374) (37,672) (79,731) 16,584 96,687 25,355 33,851 68,559 68,559 7,018 7,932 1,000 5,410 2010 Total 218 313 2011 183 500 Total 2010 2010 2,928 15,940 12,512 94,435 731,122 208,158 208,158 (473,275) 96,569,057 136,016,230 232,937,569 232,585,287
- - - - - Non- 2011 2011 5,661 shares 23,149 17,488 473,275 473,275 397,352 397,352 (473,275) preference convertible
- - - - shares 346,276 346,276 (346,276) preference Convertible
- shares 731,122 440,711 Ordinary 96,569,057 135,196,679 231,765,736 232,937,569
Shareholders’ equity Shareholders’ Cash and cash equivalents Cash and Receivables At 31 December 2010 At 31 December 2011 The maturity of receivables is less than one year. The maturity of receivables Conversion of preference shares Cash is at free disposal. 8. shares were mandatorily converted and the remaining non- In 2011, the remaining convertible financing preference and cancelled. convertible financing preference shares were redeemed floated in a rights issue at the rate of €2.58. With this rights issue, the On 18 June 2010, 96,569,057 new shares were €240 million, after deduction of net €9 million of directly attributable Group raised new capital to the amount of approx. cost. (2010: four hundred At year-end 2011, the authorised capital of the Group was four hundred million ordinary shares value of €0.10 per share million) and six hundred million preference shares (2010: six hundred million), all with a nominal (2010: €0.10 per share). All issued shares have been fully paid up. The movement of the number of issued and fully paid-up shares is as follows: 7. 6. Amounts due from subsidiaries interests Amounts due from participating prepayments and accrued income Other amounts receivable, Cash at bank Cancellation of preference shares At 1 January 2010 Dividend paid Issue of shares 184 2011 Other movements Other movements Exchange ratedifferences Exchange ratedifferences hedges Movement infairvaluecashflow hedges Movement infairvaluecashflow Dividend paid Dividend paid Issue ofshares Preference sharesconversion precedingyear Appropriation oftheresult precedingyear Appropriation oftheresult Net resultfortheyear At 31December2010 At 31December2011 Net resultfortheyear At 1January2010 (€0.37086 pershare) and€0.13million(€0.37086per share),respectively. The cashdividendspaidtoholders ofconvertiblefinancingpreferencesharesin2011and2010were€0.13 million million(€0.10 pershare). €3.8 millioninshares(€0.0315per share).Thecashdividendspaidtoholdersofordinarysharesin2010 were€13.5 The dividendspaidtoholdersofordinary sharesin2011were€7.1million,€3.3millioncash(€0.03per share)and Result appropriation As yet,thedividendproposalhasnotbeenaccountedforinfinancial statements. shares outstandingatyear-end2011, amaximumof€37.3million willbedistributedasdividendontheordinaryshares. percentage ofapproximately30basedonthenetresultfor2011€126.0 million.Basedonthenumberofordinary the dividendincashbyapproximately5percent.Theproposalfor cashdividendcorrespondswithapay-out the numberofdividendrightsrequiredtoobtainonenewshareinsuch amannerthatthedividendinshareswillexceed (2010: €0.03)perordinaryshareoradividendinshares.Incase ofdividendinshares,thecompanywillcalculate The companyproposestodeclareadividendforthefinancialyear2011 at,attheoptionofshareholders,€0.16incash reserve, amountsto€258.5million(2010:€196.9million). (2010: €94.2million).Therestrictionofotherreserves,duetoanegative exchangedifferencereserveandhedging The restrictionindistributablereservesamountstozeroasaconsequenceofthedisposalinterestVanOord reserve amountsto€181.6millionnegative(2010:€109.0negative). The exchangedifferencesreserveamountsto€76.9millionnegative(2010:€88.0negative)andthehedging The specificationofmovementinshareholders’equityisstatedbelow: In 2010,thenumberofissuedordinarysharesincreasedby96,569,057followingrightsissueon18June2010. conversion ofconvertiblefinancingpreferencesharesand731,122followingthedistributiondividendsinshares. The totalnumberofissuedordinarysharesincreasedby1,171,833in2011,440,711followingthe(mandatory)
Issued and 23,294 23,177 13,520 paid up capital 9,657 73 44 ------
691,400 230,430 455,812 686,242 Premium reserve 3,748 1,410 Share ------
to articles pursuant Reserve (47) 47 47 ------
differences/ (258,539) (181,396) (196,916) Exchange (38,758) (72,691) hedging 23,238 11,068 reserve ------
Other legal (94,185) reserves 76,061 18,124 94,185 ------
580,258 479,730 477,880 (13,520) (19,598) reserves 31,268 15,326 94,185 (7,133) Other ------
for theyear Net result 125,995 125,995 (31,268) (15,326) 15,326 31,268 15,326 ------
1,162,408 1,099,941 240,087 125,995 875,042 (38,758) (72,691) (13,520) 23,238 11,068 15,326 (3,312) (1,474) 1,407 Total - - - 2011 185 - 400 314 (100) 2010 2010 2010 1,834 5,880 3,896 1,407 7,886 3,896 (3,759) 34,987 11,783 569,197 199,950 358,120 1,207,784 1,158,279
- - - - 79 400 2011 2011 2011 1,434 5,012 5,930 7,886 27,116 15,000 20,930 569,320 200,000 360,000 1,187,563 1,154,956
Current liabilities Current Non-current liabilities Provisions For more information on non-current liabilities, please refer to the Note 19 of the consolidated financial statements. For more information on non-current liabilities, 11. Other provisions include the dividend guarantee provision relating to the disposal of the interest in Oord. Van 10. 9. The cash dividends paid to holders of non-convertible financing preference shares in 2011 and 2010 were €0.03 million shares in 2011 and 2010 were €0.03 million to holders of non-convertible financing preference The cash dividends paid €0.03 million (€0.38346 per share), respectively. (€0.38346 per share) and Other liabilities Other loans Amounts due to subsidiaries Taxation and social security contributions Bank overdrafts Subordinated loans Preference shares Bank facility Employee benefit obligations Other provisions Subordinated loans Preference shares Financial lease liabilities Bank facility Other loans 186 2011 W.K. Wiechers K.S. Wester C.M.C. Mahieu J.A. Dekker A. Baar H. Scheffers P.A.F.W. Elverding Supervisory Board: Bunnik, theNetherlands,7March2012 liable forthetaxliabilitiesofthesefiscalentities. The CompanyistheparentcompanyofDutchfiscalentitiesforcorporationtaxandVAT,jointlyseverally year-end 2011,thisinvolvesanamountof€272million(year-end2010:€576million). The Companyhasissuedcorporateguarantees,mainlytoclientscommissioningprojects,insteadofbankguarantees.At Section 403ofBook2theNetherlandsCivilCode. The CompanyhasajointandseveralliabilityforthedebtsofNetherlands-basedsubsidiariesarisingfromlegislationin Third-party liability 14. the consolidatedfinancialstatements. For aspecificationoftheremunerationExecutiveBoardandSupervisorymembers,pleaserefertoNote36 13. During theyear2011,RoyalBAMGroupnvhad237(2010:225)employeesonaverage. 12. Contingencies BoardExecutive members Board and Supervisory Employees R.P. vanWingerden J. Ruis M.J. Rogers N.J. deVries Executive Board: 2011 187 Other information The dividend percentage will be equal to the average of the EURIBOR rates for money market loans with a maturity of The dividend percentage will be equal to the average of the EURIBOR rates for money market the financial year for 12 months – weighted according to the number of days for which these rates prevailed – during which 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 FP2 and FP6: six years; series The above percentages apply for the following periods: series FP1 and FP5: five years; series will be modified in FP3 and FP7: seven years and series FP4 and FP8: eight years. After a period expires, the percentage accordance with the rules laid down in Article 32 paragraph 6(c) of the Articles of Association. Series FP1-FP4: on euro government The dividend percentage will be calculated by taking the arithmetical 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 Series FP5-FP8: 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 shares those on up paid amount mandatory the to below stated percentage the applying by calculated shares, preference distribution is made. The percentage referred to above will be equal to as at the start of the financial year for which the loans with a maturity of twelve months – weighted according to the the average of the EURIBOR rates for money market – during the financial year for which the distribution is made, plus one number of days for which these rates prevailed Interbank Offered Rate as determined and published by the European percentage point. EURIBOR refers to the Euro Central Bank. on each financing preference share of a certain series and sub- Subsequently, if possible, a dividend will be distributed of Article 32(6) of the Articles of Association, equal to an amount series, with due consideration of the provisions amount of the financing preference share concerned at the start of calculated by applying a percentage to the nominal paid up on the financing preference share issued in the series and that financial year, plus the amount of share premium of the financing preference shares of that series and sub-series, less the sub-series concerned at the time of initial issue share concerned and charged to the share premium reserve formed at the amount paid out on each financing preference of that series and sub-series prior to that financial year. time of issue of the financing preference shares made on the financing preference shares concerned in the course of the If and to the extent that a distribution has been formed at the time of issue of the financing preference shares of the year and charged to the share premium reserve has been made on such shares, the amount of the distribution will series and sub-series concerned, or partial repayment 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 2011 Proposed appropriation for in shareholders’ equity. in the amount of €126.0 million, has been accounted The net result for 2011, at, at the option of shareholders, €0.16 in cash to declare a dividend for the financial year 2011 The company proposes of dividend in shares, the company will calculate share or a dividend in ordinary shares. In case (2010: €0.03) per ordinary a manner that the dividend in shares will exceed rights required to obtain one new share in such the number of dividend cash dividend corresponds with a pay-out approximately 5 percent. The proposal for the the dividend in cash by million. Based on the number of ordinary 30 based on the net result for 2011 of €126.0 percentage of approximately be distributed as dividend on the ordinary shares. 2011, a maximum of €37.3 million will shares outstanding at year-end under equity. has not been deducted from retained earnings As yet, the dividend proposal 188 2011 The Foundationpaysanannualfee of€5,000toeachtheothermembersitsExecutiveCommittee. The ChairmanoftheFoundation’s Executive Committeereceivesanannualfeeof€6,000fromtheFoundation. R. Pieterse(B) R. deJong(B) J. Kleiterp,Chairman(A) The currentcompositionoftheExecutiveCommitteeis: Euronext AmsterdamStockMarket,RuleBookII(AlgemeenReglement EuronextAmsterdamStockmarket,RulebookII). not beapersonaffiliatedtotheCompanyasreferredinnowlapsed AppendixXtotheGeneralRegulationsof Executive Board,forwhichthelatterinturnrequiresapprovalof SupervisoryBoard.ACategoryBdirectormay The CategoryBdirectorsareappointedbytheFoundation’sExecutive Committee,subjecttotheapprovalof of itssubsidiaries. Board. TheCategoryAdirectormaynotbeamemberoftheExecutiveBoardorSupervisoryCompanyany directors. TheCategoryAdirectorisappointedbythecompany’sExecutiveBoard,subjecttoapprovalSupervisory The Foundation’sExecutiveCommitteeconsistsofthreemembers,namelyaCategoryAdirectorandtwoB submit apetitionasreferredtoinArticle2:345oftheDutchCivilCode(rightenquiry). On 6October2008,theCompanygrantedFoundationright,underArticle2:346(c)ofDutchCivilCode,to to determinewhetherornotexercisethisrightacquireclassBcumulativepreferenceshares. the timeofexercisingrightreferredtoabove.TheExecutiveCommitteeFoundationhasexclusive issued sharecapitalintheformofsharesotherthanclassBcumulativepreferenceandnotheldbyCompanyat held bytheCompanyequallingnomorethanninety-ninepointninepercent(99.9percent)ofnominalamount nominal amountthatwouldresultinthetotalofclassBcumulativepreferencesharesissueandnot 17 May1993.ThisoptionwasgranteduptosuchanamountastheFoundationmightrequire,subjectamaximumof Company grantedtheFoundationanoptiontoacquireclassBcumulativepreferencesharesinCompany’scapitalon As announcedattheGeneralMeetingheldon4June1992andconsidered81993, shares and/orbyusingitsrightofenquiry. and holdingclassBcumulativepreferencesharesintheCompany’scapital,byexercisingrightsconnectedwiththose Foundation attemptstoachieveitsobjectivebyacquiring–whetherornotexercisingtheoptionreferredabove companies andwhichareinconflictwiththoseinterestsavertedtothebestofFoundation’sability.The that influenceswhichcouldunderminetheindependenceand/orcontinuityidentityofCompanyandthose the interestsofCompanyandthosecompaniesalltheirstakeholdersaresafeguardedaswellpossible Company andthegroupofcompaniesassociatedwithCompany.Specifically,Foundationseekstoensurethat The objectoftheFoundationistolookafterinterestsCompanyandcompaniesthatareheldby was foundedwithaviewtothispossibilityin1978. possibility ofissuingpreferenceshares.StichtingAandelenbeheerBAMGroep(hereafterreferredtoas“theFoundation”) Pursuant toaresolutionpassedbytheGeneralMeetingheldon12June1972,ArticlesofAssociationinclude impact ontheindependence,continuityand/oridentityofGroup. The companyhastakenthefollowingmeasurestoprotectitselfagainstanyundesireddevelopmentsthatmighthavean Anti-takeover measures on thepreferencesharesandwithdueconsiderationofotherprovisionsArticle32ArticlesAssociation. thereafter isatthedisposalofGeneralMeeting,subjecttoprovisionthatnofurtherdividendswillbedistributed remaining afterapplicationoftheaboveprovisionswillbeaddedtoreserves.Thepartprofitthatremains The SupervisoryBoardshalldetermine,onthebasisofaproposalbyExecutiveBoard,whatpartprofit 2011 189 The particulars of the Executive Committee members are: The particulars of the Executive 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) of national. Former member of the Executive Board Executive Committee since 2009. Dutch Member of the Foundation’s Board and a member of the Audit Officer. Mr De Jong is a member of the Supervisory Essent and Chief Financial Derivates Exchange), Chairman of the (Amsterdam Power Exchange-European Energy Committee of APX-Endex of Board of EAH Holding (Thialf ice rink), member Holding, Chairman of the Supervisory Supervisory Board of Bakeplus Committee of Enexis Holding and member of the Supervisory Board the Supervisory Board and Chairman of the Audit People. Mr De Jong is also a member of the Supervisory Board of and Chairman of the Audit Committee of USG Waarborgfonds voor de Zorgsector. R. Pieterse (1942) since 2009. Dutch national. Former Chairman of the Executive Board Member of the Foundation’s Executive Committee the Supervisory Board of Royal Grolsch and Non-Executive Director at 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 the Board of Stichting member of the Supervisory Board and Chairman Stichting Preferente Aandelen USG People. Bescherming TNT and Chairman of the Board of that drew up the first Dutch Corporate Governance Code. In 2003, Mr Pieterse was a member of the committee 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. 190 2011 2011 191191 Report on other legal and regulatory Report on other legal and regulatory requirements 2: 393 Pursuant to the legal requirement under Section no sub 5 at e and f of the Dutch Civil Code, we have deficiencies to report as a result of our examination we can whether the Executive Board report, to the extent Part 9 of assess, has been prepared in accordance with Book 2 of this Code, and whether the information as required under Section 2: 392 sub 1 at b-h has been annexed. Further we report that the Executive Board report, to the extent we can assess, is consistent with the financial statements as required by Section 2: 391 sub 4 of the Dutch Civil Code. Rotterdam, 7 March 2012 PricewaterhouseCoopers Accountants N.V. J.G. Bod RA Opinion with respect to the consolidated financial statements financial statements give In our opinion, the consolidated financial position of Royal BAM a true and fair view of the and its Group nv as at 31 December 2011, and of its result with cash flows for the year then ended in accordance adopted by International Financial Reporting Standards as of the Dutch the European Union and with Part 9 of Book 2 Civil Code. Opinion with respect to the company financial statements 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 2011, and of its result 2 of the year then ended in accordance with Part 9 of Book Dutch Civil Code. Board, as well as evaluating the overall presentation of the presentation of the as evaluating the overall Board, as well financial statements. evidence we have obtained is We believe that the audit to provide a basis for our audit sufficient and appropriate opinion. Independent auditor’s report auditor’s Independent nv of Royal BAM Group Meeting of Shareholders To the General Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of company’s the of effectiveness the on opinion an expressing internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Executive Executive Board’s responsibility and The Executive Board is responsible for the preparation in fair presentation of these financial statements accordance with International Financial Reporting with Part Standards as adopted by the European Union and preparation 9 of Book 2 of the Dutch Civil Code, and for the Part 9 of of the Executive Board report in accordance with Book 2 of the Dutch Civil Code. Furthermore, Executive it Board is responsible for such internal control as of the determines is necessary to enable the preparation financial statements that are free from material misstatement, whether due to fraud or error. Report on the financial statements Report on the financial financial statements We have audited the accompanying nv, Bunnik, as set out on pages 2011 of Royal BAM Group statements include the 103 to 186. The financial and the company consolidated financial statements consolidated financial statements financial statements. The balance sheet as at 31 December comprise the consolidated income statement, the consolidated 2011, the consolidated income, the consolidated statement of comprehensive the consolidated cash flow statement of equity and statement for the year then ended and the notes, policies comprising a summary of significant accounting financial and other explanatory information. The company as at statements comprise the company balance sheet for the 31 December 2011, the company income statement of year then ended and the notes, comprising a summary accounting policies and other explanatory information. 192 2011 • RabotInvestnv,Wilrijk-Antwerp(Belgium) • Justinvestnv,Wilrijk-Antwerp(Belgium) • Railprobv,Hilversum(Netherlands) • Infraspeed(Holdings)bv,Haarlem(Netherlands) Associates • Tebodinbv,TheHague(Netherlands) Consultancy andengineering • BAMPPPbv,Bunnik(Netherlands) Public-Private Partnerships(PPP) • Kaïrosnv,Wilrijk-Antwerp(Belgium) • AMRealEstateDevelopment*,Utrecht(Netherlands) • AMbv*,Nieuwegein(Netherlands) Property • Wayss&FreytagIngenieurbauAG,FrankfurtamMain(Germany) • BAMContractorsLtd,Kill,CountyKildare(Ireland) • BAMNuttallLtd,Camberley,Surrey(UnitedKingdom) • CEI-DeMeyernv,Brussels(Belgium) • Betonacnv,Sint-Truiden(Belgium) • BAMWalloniesa,Liège(Belgium) • BAMInternationalbv*,Gouda(Netherlands) • BAMInfraconsultbv*,Gouda(Netherlands) • BAMWegenbv*,Utrecht(Netherlands) • BAMRailbv*,Breda(Netherlands) • BAMInfratechniekbv*,Culemborg(Netherlands) • BAMCivielbv*,Gouda(Netherlands) Civil engineering Construction andmechanicalelectricalservices * • BAMDeutschlandAG,Stuttgart(Germany) • BAMConstructUKLtd,HemelHempstead(UnitedKingdom) • Interbuildnv,Wilrijk-Antwerp(Belgium) • BAMTechniekbv*,Bunnik(Netherlands) • BAMMaterieelbv*,Lelystad(Netherlands) • Heilijgersbv*,Amersfoort(Netherlands) • BAMWoningbouwbv*,Bunnik(Netherlands) • BAMUtiliteitsbouwbv*,Bunnik(Netherlands) deposited attheOfficeofTradeRegisterinUtrecht. A listofassociatesasreferredtoinSections379and414,Book2,the NetherlandsCivilCodehasbeen pursuant to Section 403, Part 9, Book 2 of the Netherlands Civil Code. Civil Netherlands the 2of 9, Book Part 403, Section to pursuant liability several and joint of adeclaration deposited has nv Group BAM Royal subsidiaries, these of respect In Overview ofOverview principal subsidiaries and associates 33.3 10.5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 25 10 % 2011 193 G.K. Mazloumian M.R. Bellamy R. Vollebregt M.J.S. Broos H. de Pater M. Verwoert B.C. Kuil F.P. Trip B. De Landsheer R. Fielder A.J. Kroezen K. Meade M. Peeters G. De Cock L. Luyten M. Peeters G. De Cock P. Depreter P. Goblet V. Pissart S. Rizzo S.C. Fox D.K. Belsham R. Treadgold G. Renshaw T.M. Cullinane L.F. Harmon S. Currle M. Blaschko Worldwide BAM International, Gouda Property Netherlands AM, Nieuwegein AM Real Estate Development, Utrecht Belgium Kaïros, Wilrijk-Antwerp Public-Private Partnerships (PPP) BAM PPP, Bunnik, Glasgow Belgium Betonac, Sint-Truiden CEI-De Meyer, Brussels BAM Wallonie, Chaudfontaine United Kingdom BAM Nuttall, Camberley Ireland BAM Contractors, Kill Germany Wayss & Freytag Ingenieurbau, Frankfurt am Main A. Sundermeijer, ICT W. Tahon M. Coppens G. Cash R. Bailey J.R. Burke A. Naujoks A. Häberle M. Hager M. Koch B.J. Wierenga H.M.E. te Duits W.R. Remmelts M. de Rooij H.G. Kuipers B. Schultze S.H. van Royen M.A. van Raaij B.H. Regtuijt W. Konings R.L.M. van Hulst T. Winter H.W.J. Bol J.J. Kempkens M.J.E. de Vreede P.M.L. Born T.M. Krouwels J.G. Nelis R.J. Jansen J.F.M. Al J.A. Hazeleger R.A.C. van Zijl N.J. de Vries, Chairman M.J. Rogers J. Ruis, CFO R.P. van Wingerden W.J. van Niekerk, Corporate Social Responsibility H. Bree, Property Investments M. von Devivere, Business Development Civil P.F. Jaeger, Legal Affairs and Company Secretary T.W. Muntinga, Finance P.J.J. Leliefeld, Human Resources Prof. G.J. Maas, Strategy A.C. Pronk, Public Relations Royal BAM Group nv executive officers executive nv Group BAM Royal 2012) (as at 1 April Netherlands BAM Civiel, Gouda Germany BAM Deutschland, Stuttgart Civil engineering BAM Infratechniek, Culemborg BAM Rail, Breda BAM Wegen, Utrecht Interbuild, Wilrijk-Antwerp United Kingdom BAM Construct UK, London Belgium Netherlands BAM Utiliteitsbouw, Bunnik Construction and mechanical and electrical services BAM Woningbouw, Bunnik Heilijgers, Amersfoort BAM Techniek, Bunnik Royal BAM Group nv Royal BAM Bunnik (Netherlands) 194 2011 ³ Including the current part. current the ³ Including 2011. proposal ² Dividend restated. not are figures year previous capittalised; been has development property on interest 2003, from effect ¹ With Fully dilutedresultperordinaryshare(in€1) Earning perordinaryshare(in€1) attributabletoshareholders Net resultfromcontinuingoperationsbeforetax Result fromcontinuingoperationsbeforetax Operating resultfromcontinuingoperations Revenue fromcontinuingoperations Net resultattributabletoholdersofordinaryshares Net resultattributabletoshareholders Result beforetax Operating result Operating resultexcludingfines Revenue - Capitalbaseas%oftotalassets - Equityattributabletoshareholdersas%oftotalassets Capital ratios: Net resultas%averageequity Net resultas%ofrevenue ofgoodwillas%revenue Result fromcontinuingoperationsbeforetaxandimpairment Convertible subordinatedbondloan Third-party shareholdersAM Preference shares Subordinated loans³ Equity attributabletoshareholders Dividend perordinaryshare(in€1)² Current ratio Cash flowbeforedividend - Otherimpairments - Intangibleassets - Property,plantandequipment Depreciation/amortisation/impairment of: Net additionstoproperty,plantandequipment Capital base Result beforetaxandimpairmentofgoodwillas%revenu Result beforetax,impairmentsandfinesas%ofrevenu Ratios (in%) Number offteatyear-end Average numberoffte Order book Total impairments 4 7 3 (in € million,unlessotherwiseindicated) Ten-year key figures 7 5 5
1,162.4 1,362.4 27,007 26,639 10,400 7,697 7,920 113.9 143.5 135.4 126.0 126.0 158.7 150.7 150.7 200.0 232.0 2011 18.9 16.1 11.1 0.16 1.39 11.1 94.9 57.2 0.54 0.54 IFRS 1.6 1.9 2.0 2.0 - - - - -
1,099.9 1,301.5 26,088 26,840 12,100 (30.3) (30.3) (30.3) 7,611 7,611 199.9 250.9 127.3 128.2 2010 15.3 26.0 15.3 15.3 26.0 18.2 15.4 0.03 1.23 10.9 97.3 68.5 0.08 0.08 IFRS 1.6 0.2 0.3 1.7 2.0 2.0 - -
1,076.7 27,212 28,464 11,100 2009 (68.5) (68.5) (68.5) (52.8) (52.8) 8,324 8,324 200.0 875.0 268.3 134.3 (0.2) (0.2) 31.3 31.3 31.3 15.8 12.9 0.10 1.21 92.7 51.3 93.0 83.3 0.18 0.18 IFRS 3.6 0.4 1.7 1.0 6 - -
1,098.2 29,050 28,544 13,100 8,835 8,835 233.4 233.4 233.4 252.5 252.5 161.9 161.9 161.9 200.0 847.4 357.3 109.5 100.0 2008 17.6 49.0 16.3 12.6 0.50 1.28 86.0 89.7 1.20 1.21 IFRS 1.8 1.8 4.0 4.0 4.0 - -
1,265.8 27,578 28,007 13,800 8,539 8,954 327.2 340.7 340.7 341.8 428.1 268.3 349.0 349.0 200.0 993.5 450.3 131.7 2007 (1.0) 41.4 23.3 49.0 18.1 14.2 0.90 1.28 93.6 2.60 2.80 IFRS 3.9 4.0 7.7 4.8 4.8 - -
30,338 28,330 13,100 8,150 8,646 150.0 692.6 124.8 209.8 237.2 137.0 137.0 228.4 255.2 262.6 230.9 119.2 939.8 2006 1.04 1.11 1.16 14.5 10.7 21.5 96.5 49.0 48.2 0.45 IFRS 1.6 2.6 2.6 2.7 1.0 3.4 - -
27,190 26,914 10,400 7,425 7,425 155.1 581.7 153.3 229.9 235.3 153.3 153.3 229.9 235.3 235.3 259.9 101.0 790.4 2005 1.28 1.46 1.09 15.9 11.7 37.8 16.0 97.6 53.6 0.40 IFRS 2.1 3.1 1.0 3.1 3.3 8.0 - -
26,651 26,801 7,493 7,493 8,900 121.3 435.1 106.4 172.3 192.7 106.4 172.3 192.7 232.7 201.6 556.4 2004 0.87 1.06 0.99 11.7 28.2 92.5 0.31 91.1 92.9 IFRS 1.4 2.3 9.2 2.3 2.9 4.0 2.7 - - - -
NL GAAP 26,837 29,551 2003 7,770 7,770 9,100 134.1 125.9 441.1 112.6 145.2 112.6 145.2 172.6 225.4 584.4 0.45 0.52 0.92 18.7 14.1 13.2 35.4 0.31 56.0 38.2 56.0 86.0 17.4 0.7 1.9 1.9 2.3 2.9 - - - 1
NL GAAP 30,588 14,972 10,200 3,579 3,579 404.1 467.8 2002 0.74 0.87 0.77 12.1 10.5 29.2 43.5 30.5 0.31 46.7 70.2 75.7 45.9 46.7 70.2 75.7 75.7 98.8 54.3 33.2 1.3 2.2 2.2 2.2 8.7 - - - - Net resultas%ofrevenue ofgoodwillas%revenue Result fromcontinuingoperationsbeforetaxandimpairment Fully dilutedresultperordinaryshare(in€1) Earning perordinaryshare(in€1) - Otherimpairments Revenue fromcontinuingoperations Revenue Current ratio - Capitalbaseas%oftotalassets - Equityattributabletoshareholdersas%oftotalassets Net resultas%averageequity Result beforetaxandimpairmentofgoodwillas%revenu Result beforetax,impairmentsandfinesas%ofrevenu Total impairments - Intangibleassets - Property,plantandequipment Third-party shareholdersAM Preference shares Subordinated loans³ Equity attributabletoshareholders Dividend perordinaryshare(in€1)² attributabletoshareholders Net resultfromcontinuingoperationsbeforetax Result fromcontinuingoperationsbeforetax Operating resultfromcontinuingoperations Net resultattributabletoholdersofordinaryshares Net resultattributabletoshareholders Result beforetax Operating result Operating resultexcludingfines Number offteatyear-end Average numberoffte Order book Cash flowbeforedividend Net additionstoproperty,plantandequipment Capital base Convertible subordinatedbondloan Capital ratios: Ratios (in%) Depreciation/amortisation/impairment of: 4 7 3 7 5 5 2011 195 5 5 7 3 7 4 Capital ratios: Depreciation/amortisation/impairment of: Ratios (in %) Convertible subordinated bond loan Operating result from continuing operations Operating result from continuing operations before tax Result from continuing Net result from continuing operations before tax attributable to shareholders Equity attributable to shareholders Subordinated loans ³ Capital base Net additions to property, plant and equipment Cash flow before dividend Operating result excluding fines Operating result excluding Operating result Result before tax shareholders Net result attributable to holders of ordinary shares Net result attributable to Order book Average number of fte Number of fte at year-end Revenue operations Revenue from continuing Net result as % average equity - Equity attributable to shareholders as % of total assets - Capital base as % of total assets Current ratio Preference shares Third-party shareholders AM - Property, plant and equipment - Intangible assets Total impairments Result before tax, impairments and fines as % of revenu Result before tax and impairment of goodwill as % of revenu Result from continuing operations before tax and impairment of goodwill as % of revenue Net result as % of revenue Earning per ordinary share (in € 1) Fully diluted result per ordinary share (in € 1) Dividend per ordinary share (in € 1) ² - Other impairments - - - - 8.7 2.2 2.2 2.2 1.3 33.2 75.7 70.2 46.7 30.5 54.3 98.8 75.7 75.7 70.2 46.7 45.9 29.2 10.5 12.1 0.77 43.5 0.87 0.74 0.31 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 17.4 56.0 86.0 56.0 38.2 13.2 14.1 18.7 0.92 35.4 0.52 0.45 0.31 145.2 112.6 441.1 125.9 584.4 225.4 172.6 145.2 112.6 134.1 9,100 7,770 7,770 2003 29,551 26,837 NL GAAP
- - - - 9.2 2.7 4.0 2.9 2.3 2.3 1.4 IFRS 92.9 91.1 11.7 0.99 28.2 92.5 1.06 0.87 0.31 2004 106.4 435.1 121.3 556.4 201.6 192.7 172.3 232.7 192.7 172.3 106.4 8,900 7,493 7,493 26,801 26,651
- - 3.3 3.1 3.1 2.1 8.0 1.0 IFRS 11.7 15.9 1.09 37.8 16.0 97.6 53.6 1.46 1.28 0.40 2005 101.0 259.9 790.4 153.3 581.7 155.1 235.3 229.9 235.3 235.3 229.9 153.3 153.3 7,425 7,425 10,400 26,914 27,190
- - Including goodwill amortisation in the years 2002 and 2003. In 2009 revenu, operating result and order book are adjusted due to IFRIC 12. 2009 adjusted for rights issue. The orderbook comprises both signed contracts and verbally agreed upon orders. 2.6 1.6 2.7 2.6 1.0 3.4 5 6 7 4 IFRS 10.7 14.5 1.16 21.5 96.5 48.2 49.0 0.45 1.11 1.04 2006 230.9 119.2 939.8 150.0 692.6 124.8 209.8 237.2 137.0 137.0 228.4 262.6 255.2 8,150 8,646 28,330 30,338 13,100
- - 4.8 4.8 4.0 3.9 7.7 IFRS 2.80 2.60 14.2 18.1 1.28 41.4 0.90 93.6 49.0 23.3 (1.0) 2007 349.0 349.0 268.3 131.7 428.1 341.8 993.5 340.7 340.7 327.2 200.0 450.3 8,954 8,539 13,800 28,007 27,578 1,265.8
- - 4.0 4.0 4.0 1.8 1.8 IFRS 1.21 1.20 12.6 16.3 1.28 17.6 0.50 89.7 86.0 49.0 2008 161.9 161.9 161.9 109.5 252.5 252.5 847.4 233.4 233.4 233.4 200.0 357.3 100.0 8,835 8,835 13,100 28,544 29,050 1,098.2
- - 6 1.0 0.4 3.6 1.7 IFRS 0.18 0.18 12.9 15.8 1.21 31.3 31.3 31.3 0.10 83.3 93.0 51.3 92.7 (0.2) (0.2) 875.0 200.0 268.3 134.3 8,324 8,324 (52.8) (52.8) (68.5) (68.5) (68.5) 2009 11,100 28,464 27,212 1,076.7
- - 2.0 2.0 0.3 0.2 1.6 1.7 IFRS 0.08 0.08 15.4 18.2 1.23 26.0 15.3 15.3 26.0 15.3 0.03 68.5 97.3 10.9 2010 199.9 127.3 250.9 128.2 7,611 7,611 (30.3) (30.3) (30.3) 12,100 26,840 26,088 1,099.9 1,301.5
- - - - - 2.0 2.0 1.9 1.6 IFRS 0.54 0.54 11.1 16.1 18.9 1.39 0.16 57.2 94.9 11.1 2011 150.7 150.7 158.7 126.0 126.0 135.4 143.5 113.9 200.0 232.0 7,920 7,697 10,400 26,639 27,007 1,162.4 1,362.4
5 5 7 3 7 4 Order book Average number of fte Number of fte at year-end Ratios (in %) Result before tax, impairments and fines as % of revenu Result before tax and impairment of goodwill as % of revenu Result from continuing operations before tax and impairment of goodwill 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 fines Operating result excluding Operating result Result before tax shareholders Net result attributable to holders of ordinary shares Net result attributable to operations Revenue from continuing operations Operating result from continuing operations before tax Result from continuing Net result from continuing operations before tax attributable to shareholders Earning per ordinary share (in € 1) Fully diluted result per ordinary share (in € 1) Dividend per ordinary share (in € 1) ² Equity attributable to shareholders Subordinated loans ³ Preference shares Third-party shareholders AM Convertible subordinated 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 196 2011 This FSC Printed onRevive50:50/9Livesof BührmannUbbens,Zutphen,theNetherlands. Eresh Weerasuriya,AdWittens. Sasja vanVechgel(heart4photography.com), Snow-whiteluchtfotografie/MoniekMulder,JohnVoermans, Tim Pestridge,JanevanRaaphorst,Rijkswaterstaat,MarioRodrigues, nv DeScheepvaart,SebastianSchuler,JamieSharp Chris Klok,GregKing,MartiHoldingAG,PeterMorgan(Lightworks), vanMulken,NesteOil,LisettedePavoordt, Tom D’Haenens, FemkevandenHeuvel,TheaHufton+Crow, HenkHuisman,I.M.S. Fotografie/GeDuits, Hans vanCooten,ImreCsany,Jean-LucDeru/daylightsprl-photo-daylight.com, GraemeDuncan,Sylvia Geurts, African Minerals,McAteerPhotograph,ArgeTSB,DeBeeldredaktie,Michael Boulogne,MarkvandeBrink,Mike Chivers, Illustrations: RotoSmeets GrafiServices,Utrecht,theNetherlands Printing: Boulogne JonkersVormgeving,Zoetermeer,theNetherlands Layout: Acknowledgements of thedividenddistributedinsharesisapproximately5percentmorethangrossvaluecashdividend. BAM GroupnvsharestradedontheEuronextAmsterdamstockexchange14,15and16May,suchthatgrossvalue The adoptionofthestockdividendconversionratiowillbebasedonvolume-weightedaveragepriceRoyal Renaissance AmsterdamHotel,Kattengat1,1012SZAmsterdam. The GeneralMeetingofShareholderswillbeheldonWednesday25April2012,startingat3p.m.,intheKoepelzaal 14 November2013 22 August2013 16 May2013 24 April2013 7 March2013 15 November2012 23 August2012 10 May2012 21 May2012 16 May2012 3 May2012 2 May2012 27 April2012 25 April2012 13.03.2012 ® -certified paperismadefrom55percent recycledfibres. Publication ofthirdquarterresults Publication ofhalf-yearresults Publication offirstquarterresults General MeetingofShareholders Publication ofannualresultsfor2012 Publication ofthirdquarterresults Publication ofhalf-yearresults Publication offirstquarterresults Declaration ofdividend of stockdividendconversionratio(afterhours) End ofdividendoptionperiod;adoptionandpublication Start ofdividendoptionperiod Record datefordividendrights Ex-dividend listing General MeetingofShareholders Key financial dates ,
Should different interpretations arise, the Dutch version prevails. version Dutch the arise, interpretations different Should report. Dutch-language original the of translation English an is This 30058019. Number Utrecht Register Trade Bunnik. at Established www.bam.eu [email protected] 88 89 659 (0)30 +31 Telephone Netherlands The Bunnik CA 3980 20 Box P.O. Bunnik AZ 3981 9 Runnenburg nv Group BAM Royal