Annual Report 2010 Royal BAM Group nv
Royal BAM Group nv Runnenburg 9 3981 AZ Bunnik P.O. Box 20 3980 CA Bunnik The Netherlands
Telephone +31 (0)30 659 89 88 [email protected] www.bam.eu
Established at Bunnik. Trade Register Utrecht Number 30058019.
This is an English translation of the original Dutch-language report. Should different interpretations arise, the Dutch version prevails. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac Revenue Net result attributable to shareholders Year-end order book (in € million) (in € million) (in € million)
10,000 400 14,000
12,000 8,000 320 13,800 13,100 13,100 8,954 8,835 349.0 8.646 8,646 10,000 12,100 8,324 7.770 11,100 7,611 7.493 6,000 240 8,000 7,425
6,000 4,000 160 4,000 161.9
2,000 80 137.0 2,000 31.3 15.3 0 0 0 06 07 08 09 10 06 07 08 09 10 06 07 100908
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 2.40 0.80 0.90 1,302 1,266 1,000 2.60 1,098 1,100 1,077 994 1.80 0.60
800 940
875 Result before tax/revenues 2010 2009 847 600 by region
693 1.20 0.40 0.50 0.45
400 1.20 Netherlands 1.3% neg. 2010 0.60 1.04 United0.20 Kingdom 2.1% 2.6% 200 0.18 0.08 Belgium 3.8% 3.6%0.03 0 0.00 0.00 0.10 06 07 08 09 10 06 07 08 09 10 Ireland 06 07 08 09neg. 10* neg. Germany 2.3% 1.3% Equity Capital base *proposal Worldwide 7.3% 5.5%
Revenue by sector year-end 2010 Order book by sector year-end 2010 Result before tax/revenues 2010 2009 by sector
3%3% 4% 3% Construction 3.0% 2.2% 1% 10% Property neg. neg.
Civil engineering 2.8% 2.9% 35% 38% Public Private Partnerships 1.1% 4.4% 45% M & E contracting 2.7% 3.5% 41% Consultancy and engineering 6.5% 5.6% 7% 10%
Revenue by region year-end 2010 Result before tax/revenues 2010 2009 by region
4% Netherlands 1.3% neg. 9% United Kingdom 2.1% 2.6% 4% Belgium 3.8% 3.6% 11% 45% Ireland neg. neg.
Germany 2.3% 1.3%
27% Worldwide 7.3% 5.5%
Result before tax/revenues 2010 2009 by sector
Construction 3.0% 2.2%
Property neg. neg. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac Civil engineering 2.8% 2.9%
Public Private Partnerships 1.1% 4.4%
M & E contracting 2.7% 3.5%
Consultancy and engineering 6.5% 5.6% WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
1 2010 Proposed appropriation of profit for 2010 Provisions of the Articles of Association concerning profit appropriation Anti-takeover measures Independent auditor’s report Overview of principal subsidiaries and associates Royal BAM Group nv executive officers year keyTen figures Key financial dates Financial StatementsFinancial 2010 Contents Financial Statements Consolidated balance sheet December as at 31 Consolidated income statement Consolidated income statement 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 Other information Contents Foreword Outlook Organisational structure Royal BAM group and offices Mission, vision, ambition and objectives Royal BAM Group nv shares Report by the Supervisory Board to the shareholders Remuneration report Particulars of the Supervisory Board members Particulars of the Executive Board members Report the Executive Board by Financial results Declaration in accordance with the Dutch Financial Supervision Act Acquisitions and disposals Corporate governance Decision on Article Takeover Directive 10 Risk and risk management Corporate social responsibility Human resources management Worker participation Construction industry barometer Construction Property Civil engineering Public Private Partnerships Mechanical and electrical contracting Consultancy and engineering 3 5 6 8 12 17 76 55 37 42 42 52 28 65 43 36 62 05 82 98 68 34 66 96 94 64 174 174 175 101 192 185 187 102 189 107 103 188 1 184 184 190 106 104 1 43 1.0 3.6 0.4 0.18 0.18 0.10 31.3 12.9 51.3 15.8 92.7 93.0 5.69 83.3 (52.8) (68.5) 875.0 8,324 268.3 11,100 27,212 28,464 1,076.8 135,196 136,016 2009
45 1.6 2.0 0.2 97.3 15.4 10.9 15.3 0.03 18.2 0.08 0.08 26.0 4.60 68.5 2010 (30.3) 7,611 251.7 128.2 12,100 26,088 26,840 1,301.5 1,099.9 231,766 232,585
2
3 5 2 4 2 • Net result for the year as % of revenue • Net result for the year as % of average equity Capital ratios: • Equity attributable to shareholders as % of total assets • Capital base as % of total assets Average number of employees (fte) Number of employees at year-end (fte) Ratios: • Result before tax as % of revenue Net addition to tangible fixed assets Depreciation/amortisation/impairments • Tangible assets • Intangible assets • Other impairments Cash flow before dividend Equity attributable to shareholders Capital base Order book Dividend per ordinary share €1,–) (in Payout ratio percentage) (as Number of issued ordinary shares as at year-end 1,000) (x numberTotal of issued shares as at year-end 1,000) (x Closing price ordinary shares December on 31 €1,–) (in • Fully diluted Earnings per share €1,–) (x • Basic Revenue Operating result Result before tax Net result attributable to shareholders Key figuresKey € million, (in unless otherwise indicated) The order book comprises both signed contracts, as well as verbally agreed upon orders. Before impairment. Dividend proposal 2010. Adjusted to IFRIC 12. 2009 adjusted for rights issue. 4 5 3 1 2
Music and Lifestyle Hotel nhow, Berlin. BAM Deutschland.
Annual Report 2010 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
3 2010 emissions and waste management). 2 On behalf of myself and my fellow Executive Board members – Messrs Rogers, Ruis and Wingerden Van – I would also like to take this opportunity to express our appreciation to Mr J.A.P. van Oosten for his many years of excellent service and the enthusiastic manner in and the enthusiasm with which he promoted our Group’s interests in his role as Chairman of the Executive Board. It is a privilege to be chosen as his successor and to be given the opportunity to continue to build on BAM’s excellent reputation and leading position in the international construction and property markets. Bunnik, Netherlands, 2 March 2011 N.J. de Vries capital, a Group-wide and fully integrated project-based methodology and lean construction are just a few examples from a long list of strategic measures that were successfully implemented during the year under review. Further steps were also taken in relation to sustainability. These steps are briefly described on page but 62, a more comprehensive presentation can be found in the Group’s separate sustainability report. The enthusiasm and commitment shown by our employees right across the Group in developing initiatives and launching projects to make our activities more sustainable is particularly impressive (especially in relation to the key points of safety, CO Foreword Royal BAM Group nv hereby presents Annual the Report. 2010 The Group closed the financial year with a net result million of €15.3 from operating revenue billion. of €7.6 The last two years have been difficult for BAM. The impairment of the Group’sDutch property portfolio in particular weighed heavily on the course of business. However, although the outlook is not especially rosy for the various construction markets in which the Group’s companies operate, we have every confidence that we will strengthen the profitability of our Group in the European construction and property markets, not least billion because order of our €12.1 book at the start of the 2011 financial year. BAM opted long ago to spread its activities in terms of both sectors and geographicalregions. This business model ensures that the Group is less vulnerable to worse-than-expected developments in a particular sector or a particular country. Although the effects of the economic downturn were felt in all markets, the prospects the (and opportunities) differ greatly from one market to another. Fortunately, our companies have establishedroots in their own markets where they can offer our customers the full range of expertise from across the entire Group, which is why they can benefit fully from the demand for better-quality, efficient (especially cost-efficient) and sustainable solutions. Allowing for market conditions, our construction companies performed soundly right across the board in The fact2010. that the Group as a whole was unable to translate the operating companies’ performances into an equally sound Group result was due to the need to take an impairment on BAM’s Dutch property portfolio. We understand that this has really tested the confidence of our shareholders and the financial world in general and both BAM’s management and its employees are extremely grateful for the widespread support and understanding regarding the need to take this far reaching measure. I can assure you that we remain very much aware of our responsibility to justify the confidence expressed by our stakeholders. Our strategic agenda (see page is based 8) on a target margin of four percent. This remains our target in due course, even in the current economic did climate. 2010 see serious progress made on numerous policy items, not only financially, but also in relation to markets, products and concepts, organisation and people and society. Improved management of cash and operating Belgian/EU pavilion at World Expo 2010, Shanghai. Interbuild and Tebodin. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
5 2010 0.7% 9.4% 2.6% 2.9% 4.8% - 25 - 3 - 10 - 9 9 2 4 4 3 3 6 42 6 100 20 3 47 Civil 1.7% 0.7% 2.8% 2.8% 4.8% Construction Civil engineering - - - Property engineering Other Total - 1 - - - 1 - 7 9 table 2 based on the Group’s - 1 6 4 15 10 7 7 36 table The market 1. shares predicted for the Non- residential Residential Group in 2011 are shownGroup in in 2011 The construction output in Ireland and consequently BAM’s Irish activities have reduced significantly. At present, a large number of bids for PPP contracts involving the Group are pending in various countries. The number of new contracts remains high, given the current economic climate. The Group expects to be able to make further investments in participating interests in PPP contracts in line with the strategic plan. Royal BAM Group will implement an active disposal programme in relation to PPP contracts in2011. percent TheGroup’s21.5 interest in the Oord Van dredging company means that it remains involved in the worldwide dredging market. BAM’s intention, however, is still to sell its minority interest in Oord. Van Royal BAM Group expects to achieve, subject to unforeseen circumstances, a net profit level of from million similar€120 in 2011 revenue, which is equal to a margin before tax of 2 percent and is on the low side of the historical cyclical range of 2 to 4 percent. The Group believes that this margin is realistic in the current circumstances. The is expected Group’s turnover in 2011 to be composed as shown in expected turnover and the market output forecast by Euroconstruct. E in the Group’s five home markets tatements. T offset between sectors). This may be different from the primary segmentation in the financial s T
Germany Netherlands United Kingdom able 2 xpected market for share the construction in 2011 and civil engineering sectors Belgium Ireland Netherlands Table 1 Turnover Table forecast per sector, as for a percentage 2011 of total turnover* United Kingdom Ireland Germany Belgium Worldwide * urnover forecast based on the activity mix of the different operating companies (excluding turnover Outlook €5.8 billion in subsequent years. This means that almost 80 percent of the anticipated isturnover assured. for This 2011 percentage is similar to the equivalent figure at year-end 2009. intoTaking account market circumstances and how the markets are expected to develop, the sizeand quality of the order book provide a good and beyond.basis for 2011 The Euroconstruct forecasts (December 2010) for the construction sector assume a drop in and slowvolume recovery in 2011 of volume onwardsfrom in almost 2012 all of the Group’s home markets. Following an initial recovery in the first six months, the residential construction segment – where BAM is especially active in the Netherlands is – predicted to stall once again in the second half of the A clear year. recovery in Royal BAM Group started with an order 2011 book worth billion). billion This increase (year-end€12.1 2009: €11.1 is reflected in the sectors Construction, Civil engineering and PPP primarely. Of the total order book, it is expected that €6.3 billion will be carried and out in 2011 consumer demand for residential new build in the Netherlands is not forecast in the short term. BAM expects demand to recover slowly in the medium term. The markets that have been the most weakened by the financial crisis – as regards both housing (the Netherlands, Belgium and Ireland) and commercial property the (all home countries) – continue to weigh heavily on performance in the construction sector. The same effect can be seen in the property sector (where BAM is active in all its home countries, with the exception of Germany). BAM is expecting these markets to stabilise and show slight in 2011 improvement in subsequent years. According to the Euroconstruct forecasts, the picture in the civil engineering sector will be mixed, with a sharp drop in Ireland and a stable situation in the Netherlands, Germany and the United Kingdom. Euroconstruct is assuming some growth in Belgium, but is predicting that this growth will be negated by a sharp The drop in 2013. construction output in all home markets is typified by larger projects more now than in the past. In the Netherlands, the reduced local government spending is being balanced out by increased investment on the part of national government. The British civil engineering sector is relying in particular on growth in therail sector. 2010 6 United Kingdom Netherlands Worldwide Germany Belgium Ireland ** BAM Building, BAM Property and BAM Civil are part of BAM Contractors. BAM of part are Civil BAM and Property BAM ** Building, BAM UK. Construct BAM of part are Properties BAM and Construction * BAM BAM International Construction BAM Deutschland Active inthissector Pennings BAM Building ** * BAM Construction Interbuild BAM Woningbouw Heilijgers BAM Utiliteitsbouw Associated company Operating company Sector CEI-De MeyerCEI-De BAM Wallonie Organisational structureRoyal BAM Group Property Kaïros BAM Property ** BAM Property BAM * Properties IPMMC Immo BAM AM Van Oord (21.5%) BAM Wegen BAM Infratechniek BAM Rail BAM Nuttall Civil engineering BAM International BAM Civiel BAM Wallonie CEI-De MeyerCEI-De Betonac W&F Ingenieurbau BAM ** Civil BAM PPP Mechanical and electrical contracting Mechanical electrical and PPP BAM Techniek Consultancy and engineering and Consultancy Tebodin
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7 2010 The Hague - Hague The - -
- Frankfurt am Main Main am Frankfurt - - Thetford - - Gouda - Abu Dhabi - Accra - Accra - Dhabi Abu - Gouda - - Bunnik - Amsterdam - Apeldoorn - Apeldoorn - Amsterdam - Bunnik - - Tunbridge Wells Tunbridge - - Glasgow - Clevedon - Wigan - Erith Erith - Wigan - Clevedon - Glasgow - - Wembley - Erith - Wembley - Bunnik - Brussels - Glasgow - Birmingham Birmingham - Glasgow - Brussels - Bunnik - Wieringerwerf - - Dublin - Kill, County Kildare - Little - Kildare County Kill, - Dublin - (21.5%) - Rotterdam - (21.5%) - Nieuw-Vennep -
- - - Dublin - Kill, County Kildare - Little Island, Island, Little - Kildare County Kill, - Dublin -
Consultants & Engineers & Consultants Hynes Martin John & Freytag Ingenieurbau Freytag & Ritchies Ritchies Techniek Civil Rail International Oord Oord - Berlin - Düsseldorf - Hamburg - Kamsdorf - Munich Munich - Kamsdorf - Hamburg - Düsseldorf - Berlin - Stuttgart - - Dublin - Frankfurt am Main Main am Frankfurt - Dublin - BAM BAM Dublin - Finchpalm Nuttall Nuttall Associates Worldwide Van Public-private partnerships PPP BAM Mechanical and electrical contracting Netherlands BAM Digacom Interflow Consultancy and engineering Worldwide Tebodin Ireland BAM Galway - Cork Island, BAM Galway - Cork Germany Wayss Worldwide BAM Al Khuwair - Cairo - Colombo - Dar es Salaam - Doha Doha - Salaam es Dar - Colombo - Cairo - Khuwair Al Tripoli – Singapore - Perth - Jakarta - Dubai - Benningbroek - Capelle aan den IJssel - The Hague Hague The - IJssel den aan Capelle - Benningbroek Roermond - Leeuwarden - Groningen - Emmen - Veenendaal - Bergen op Zoom - Deventer - Eindhoven - Groningen Groningen - Eindhoven - Deventer - Zoom op Bergen - Velsen - Rotterdam - Maastricht - Hengelo - Schwarzheide - Leuna Gelsenkirchen- - Antwerp - Poznan - Krakow - Katowice - Gdansk - Warsaw - - Ostrava - Prague - Košice - Bratislava - Szczecin Bucharest - Belgrade - Szeged - Budapest - Pardubice Rostov- - Ekaterinburg - Petersburg St. - Moscow - - Doha - Dhabi Abu - Lviv - Kiev - Kharkiv - on-Don Shanghai - Jeddah - Sohar - Muscat - Manama - Dubai City Minh Chi Ho - Chennai - Guangzhou - Hardinxveld-
- Culemborg Culemborg - - - Lopik - Lopik - - Barendrecht - - Schiedam - - Zwammerdam Zwammerdam - Sport Sport - Nieuwleusen - Nieuwleusen - - Amsterdam - - ’s-Hertogenbosch - ’s-Hertogenbosch - - Zuidbroek - - Tiel - - Kill, County Kildare - Little - Kildare County Kill, - - Hardinxveld-Giessendam - Gouda - Apeldoorn - Breda - Breda - Apeldoorn - Gouda - Culemborg - Barendrecht - Barendrecht - Culemborg - - -
- Drachten - Dublin Dublin - - - Chaudfontaine -
- Brussels - Eke (Nazareth) Eke - Brussels - Technieken Camberley - Berkhamsted - Bridgend Bridgend - Berkhamsted - Camberley - The Hague The - - Utrecht - Apeldoorn - Beek - Bergen Bergen - Beek - Apeldoorn - Utrecht - - Saint-Nicolas - - Hardinxveld-Giessendam - - Gouda - Amsterdam - Breda - Elsloo - Elsloo - Breda - Amsterdam - Gouda - Kabel- en Montagewerk Montagewerk en Kabel- Breda - Dordrecht - Eindhoven - Eindhoven - Dordrecht - Breda - - - Geldermalsen - - Sint-Truiden - De Winter Winter De - Louveigné - Meyer Meyer - Chaudfontaine – Charleroi – Chaudfontaine - Verkeerstechniek Verkeerstechniek GWW Nuttall - Nuttall Infraconsult Rail Rail Geleiderail Geleiderail Wegen Wegen Betonwegen/Betontechnieken Civiel Civiel Civiel Bekistingstechniek Bekistingstechniek Civiel Civiel Prefab Beton Beton Prefab Civiel Infratechniek Industrie & Leidingen Wallonie Wallonie Milieu Milieu Materieel Wegen Verkeers- & Besturingstechniek Besturingstechniek & Verkeers- den Berg Infrastructuren Infrastructuren Berg den Holding United Kingdom Betonac Betonac CEI-De Ireland Giessendam BAM Rotterdam BAM - Hardinxveld-Giessendam - Hague The - Zoom op Zaandam - Tynaarlo - Helmond BAM Island, Cork Island, BAM BAM - Glasgow - Exeter - Crawley - Cambridge - upon Newcastle - Maidstone - Leeds - Halesowen Wigan - Southampton - Northwich - Tyne BAM BAM BAM BAM BAM Property BAM Civil engineering Netherlands BAM Zuidbroek BAM BAM BAM BAM Speciale Speciale BAM BAM - Nieuwleusen - ’s-Hertogenbosch - Halfweg - Budel Utrecht - Susteren - Schiphol - Ootmarsum BAM Culemborg Ravesteyn Belgium Meer, - Leidschendam Van - Rotterdam - Montfoort - Delft - Amsterdam - Zoeterwoude VTN - Wateringen - The Hague - Utrecht - Singapore - Utrecht - Hague The Belgium BAM Galère Balteau FED BAM BAM BAM HABO HABO HOKA - Hague The - Drachten - Berkhout - Apeldoorn Susteren Mostert Nootenboom/Nootenboom Redubel Redubel Offices - Rosmalen -
- Berlin - Dresden - Dresden - Berlin - - Coventry - Glasgow - Coventry - Bunnik - -
- Amsterdam - - Kesteren - Nederweert - Kesteren - - Bunnik - Bunnik - Almere - Amsterdam Amsterdam - Almere - Bunnik Bunnik - Alkmaar - Amsterdam Amsterdam - Alkmaar - Bunnik - - - - Stuttgart Stuttgart
- Hemel Hempstead, Hempstead, Hemel - - London - Bristol - Cardiff - Cardiff - Bristol - London - - - - Amsterdam - Roermond - Amsterdam - - Utrecht - Lelystad Lelystad - London - Bristol - Glasgow - Glasgow - Bristol - London - - Bunnik - - -
- Dublin - Kill, County Kildare - Little - Kildare County Kill, - Dublin - H. Pennings en Zn. Zn. en Pennings H. - The Hague The - - Brussels - Amersfoort - Wilrijk - - - - Bunnik -
& Schrale Schrale & - Wilrijk - ZorgVast ZorgVast Bouw & Onderhoud Onderhoud & Bouw Deutschland Building Facilities Management Management Facilities Construction Construction Construct UK UK Construct Materieel Woningbouw Gebouwbeheer Gebouwbeheer HABO Utiliteitsbouw Utiliteitsbouw Engineering & Advies Nieuwegein - Rotterdam - Weert - Rotterdam - Nieuwegein - Breda - The Hague - Deventer - Drachten - Drachten - Deventer - Hague The - Breda - Roermond - Rotterdam - Tiel - Utrecht - Zwolle - Utrecht - Tiel - Rotterdam - Roermond - Enschede - Groningen - Leeuwarden - Maastricht - Maastricht - Leeuwarden - Groningen - Enschede - - Arnhem - Breda - The Hague - Eindhoven - Emmen Emmen - Eindhoven - Hague The - Breda - Arnhem - Hertfordshire - Nuremberg - Düsseldorf - Frankfurt am Main - Göttingen - Munich Munich - Göttingen - Main am Frankfurt - Düsseldorf BAM Properties Properties BAM Manchester Immo BAM Immo Kingdom United Belgium Kaïros IPMMC Vastgoed IPMMC Rotterdam - Terneuzen - Utrecht - Zwolle - Utrecht - Terneuzen - Rotterdam - Nieuwegein - Amsterdam - Eindhoven - Eindhoven - Amsterdam - Nieuwegein - AM Netherlands BAM BAM Germany BAM BAM Ireland BAM BAM BAM BAM BAM BAM United Kingdom United Belgium Interbuild BAM BAM Bouwbedrijf Bouwbedrijf Heilijgers Heilijgers BAM BAM Vitaal Vitaal Schakel Schakel Nelis Nelis OfficeUp BAM BAM BAM BAM BAM BAM BAM Nederland Property Construction - St. Albans St. - Leeds - Manchester - Poole - Edinburgh - Newcastle Newcastle - Edinburgh - Poole - Manchester - Leeds Coventry - Derby - Exeter - Gateshead - Glasgow - Glasgow - Gateshead - Exeter - Derby - Coventry Island, Cork - Galway - Cork Island, 2010 8 waste processing. waste responsible and footprint carbon BAM’s of reduction process, construction entire the throughout conditions working safe and health good promoting on focus will responsibility social corporate regarding policy The 4. selection. and recruitment and workforce the in diversity knowledge, of expansion the and skills of development the on be will focus The Group. the in level every at potential management of development the and expertise sufficient of availability the ensure will management resources 3. Human full. in utilised be must equipment) and expertise knowledge, (people, potential Group’s The stakeholders. our of interests the in stronger BAM make to order in Group the within available widely are that experience and knowledge the to access have must employees 2. All projects. out carrying and preparing regards as construction lean and virtual by offered advantages the of use optimum make will Group The professionals. high-quality of organisation an into developing steadily is BAM process. primary the for basis the be to continues levels all at 1. Expertise pillars: four on based is policy This 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 activities 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 Mission, vision, ambition and objectives 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 style. life one’s personal adapting to welfare general and care health for ademand from shifting also are welfare general and health to Attitudes infrastructure. and buildings of construction and design the for consequences significant has that consideration another –is it stop to away finding –and change Climate extent. asignificant to needs energy Europe’s determines environment built existing the example, For developments. long-term directing are trends global of A number Vision change. ecological and political economic, rapid of aworld in stakeholders future and current both of expectations the to respond can Group the 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 markets, in line with economic realities. economic with line in markets, these in activities its expand will Group the possible, Where markets. home five its in mainly operates BAM skill. acore be to management risk considers Group The solvency. in improvement afurther is there if achieved be only can This structure. financial asound requires obviously which risks, those manage to need the and risks increased by accompanied generally are results Better sector. the in highest the among profitability of alevel 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
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9 2010 A turnover of approximately €9 billion (excluding acquisitions); A result before tax of 4 percent of the turnover; A solvency level percent of 25 (excluding PPP debts because they are non-recourse); A significant reduction in net debt (excluding non-recourse PPP debts) and the operating capital. Financial objectives for 2012 • • • • BAM now considers these objectives to be too ambitious given the fact that the Group’s markets have yet to recover. Royal BAM Group wants to offer its shareholders a healthy profit that results in attractive dividends and increases the value of the shares. Market position by 2012 BAMaims to be one of the leading European construction organisations. BAM operates at European, national and local level. At European and national level the Group is involved in major and complex projects where there is a controlled acceptance of risk. BAM has an extensive regional network. Local branches can use the expertise that is available throughout the entire Group. Objectives for 2010-2012 This section describes the objectives set by the Group at the end of 2009 for the period up to and including 2012. The feasibility of each objective will be determined to a large extent by market conditions and economic developments. Assuming a healthy economy, BAM considers the objectives stated below to be ambitious, but achievable. 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: BAM will retain its decentralised structure, with the heart of the Group being the operating companies, each led by a board of directors that reports to the Executive Board. The Executive Board 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 Euronext Amsterdam stock exchange. The Group maintains a management system that encourages an open-minded approach to the market and registers reports received from its immediate environment, but that limits risks. Management development is considered a means of achieving a sustainable workforce that delivers performances in line with corporate ambitions. 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 regards healthy and safe working conditions. BAM will be an employer of choice. By offering a broad range of services – including facilities including – services of range broad a offering By remain will Group the – maintenance and management is contract original the once even projects, to connected more and more risks the transfer will Customers complete. or contracts of forms integrated using by frequently competition. price on based contracts design-and-construct 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 image. BAM is increasingly involved in the very 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. 10 2010 BAM Civiel, BAM Wegen. BAM Civiel, BAM Infratechniek), (BAM &Industrie Leidingen BAM Netherlands). (the Zuidwending domes, salt in storage gas Underground partnership (PPP) projects. (PPP) partnership public-private in leader amarket be to wants BAM Germany: Ireland: Kingdom: United The Belgium: Netherlands: The positions: market following the achieve to aims BAM world. financial the for and customers major for partner interesting an remains BAM that ensure will position healthy Afinancially environment. working achallenging with workforce its provide to continue to wants Group The countries. home its in positions market current its maintain least at to aims BAM • • • • activities: Group’s the improve to programmes various by supported is ambition This company. excellent an as BAM view to large at society and stakeholders other customers, wants BAM 2012 by workforce and Organisation policy; sustainability aquantity-based develop will BAM wishes; markets’ the meeting continue to BAM enable to Group the across developed be must competencies and skills spirit, entrepreneurial An levels. all at employees of recruitment and development the support to management resources human improve further will BAM construction’; ‘virtual and management construction lean management, risk failure, of costs the reducing Group, the within exchange knowledge for instruments introducing by process primary the improve further will BAM segments; operating and management facilities efficiency, energy supply, energy education, care, health the in wishes customers’ to responses optimum provide to teams market-based and product- enable to initiatives more develop will BAM top position top 3 top the in 5 top the in leader market leader market BAM Utiliteitsbouw. BAM Netherlands). (the Maastricht park, car and office MediReva • From strategy to implementation to From strategy • • markets: home the in position its strengthen can BAM which in ways three are there flexibility, and practice business good on Based problems. complex to solutions for looking is society world, changing arapidly In 2. Market • • • • • • 1. Financial objectives: these achieve to action of plan following the up drawn has BAM coordination. and focus supervision, providing actively Board Executive the with management, senior the by directed and initiated be will cooperation and Implementation companies. operating between cooperation through and companies operating the in place take mainly 2010-2012 agenda will strategic the of Implementation corporate culture. corporate in change desired the accelerate to order in level ahigher to policy safety and health elevate will BAM elsewhere in the Group in other home markets; home other in Group the in elsewhere available knowledge the using by markets home current the in activities BAM new of Development itself; presents opportunity agood wherever acquisitions through and basis regional the strengthening by markets, home current the on activities its extending by Organically projects. property and PPP for funding innovative Exploring management; risk of improvement Further organisation; the of size the with line in costs, company-related of Control position; sheet balance the of Strengthening positions; property including capital, operating in Reduction management; cash on focus Continued
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
11 2010 Liefkenshoek rail link, Antwerp (Belgium). BAM PPP (joint venture), CEI-De Meyer, Wayss & FreytagIngenieurbau (joint venture), BAM Techniek. BAM focuses not only on the safety of its employees and subcontractors, but also on safety in the immediate environment around construction sites. Sharing knowledge and experience will be a requirement to survive in tomorrow’s market. Measures will be implemented to benefit fully from the Group’s know-how through to and including at the project level. Sufficient management potential will be developed in all parts of the business. A diverse workforce is considered important for the Group in order to reflect society. 5. People5. and society • • • • Combining the strengths of the Group by using knowledge available within the Group to serve customers better with new ideas, e.g. by developing concepts and initiatives early in the construction process. Improving the primary process and strengthening risk management by making better use of the expertise of the operating companies and by applying lean construction management; Promoting virtual construction and IT applications for: - communicating with customers; - working together on technical designs and preparation of work; - communicating within the company and at the project level; - sharing knowledge; - storing, managing and sharing information; Corporate social responsibility: - developing initiatives to ensure that sustainability is a focal point throughout the entire value chain. • Products3. and concepts New products and concepts will be developed to respond to customers’ demand for total solutions and to comply with today’s requirements from society with regard to limiting energy consumption, waste management and water management. 4. Organisation • • • 12 2010 years. five past the over price share ordinary BAM the of history 19 percent over the same period. period. same the over 19 percent by fallen has index AEX the comparison, of way By years. five last the over percent 60 almost by fallen has share BAM the of price The index. AEX the behind lagged price share the that means €5.69). This adjusted: (€7.25; 2009 for price closing the than lower 19 percent 2010 for approximately is price closing the adjustment, this for Allowing issue. arights of 2010 because 0.785 of June in afactor by adjusted was price The €4.60. 2010 in share was ordinary the for price closing The price Share billion). €1 approximately 2009: 2010 (year-end €1.1 year-end at billion approximately at stood Group the of capitalisation) (market value exchange stock total The 2006. since division, derivatives Amsterdam Euronext the Liffe, by traded been have options share ordinary Group BAM Royal Amsterdam. Euronext on listed also are BAM in shares preference financing cumulative shares, ordinary the to addition In NEXT-150 Index. Euronext the on listed also is share ordinary BAM The index. Midkap the of part form will share ordinary BAM’s 2011 21 March from effect With 2008. September since index AEX the of part formed has share ordinary BAM 1959. since The exchange stock Amsterdam Euronext the on listed been have nv Group BAM Royal of shares The listing exchange Stock (in €) Graph 1Ordinarysharepricemovement 10 12 14 16 18 20 22 0 2 4 6 8 2006 BAM 2007 sector NL Royal BAM Groupnv shares 2008 Graph 1 shows the 1shows Graph sector Eur 2009 2010 AEX Amsterdam. Amsterdam. 2010 in Euronext on traded shares ordinary of every day in 2010 (2009: €8.3 million). 2010 in day €8.3 (2009: every traded were shares BAM of worth million €9.9 of average €2,117 (2009: 2010 million in €2,547 An to million). 20 percent approximately by increased traded shares the 1,152,000).The (2009: shares of value 2,010,000 ordinary was trade daily average The million). 294.9 (2009: shares 518.6 of atotal to million year financial the in 75 percent than more by increased traded shares ordinary of 2010. number The throughout increase to continued share ordinary Group BAM Royal the of value cash The Volume oftrade providers for the trade in ordinary shares. ordinary in trade the for providers liquidity as act RBS and Rabobank ING, necessary, If 87). (2009: day per shares 83 of 2010 in average an to decrease to continued shares preference financing in Trading Amsterdam. 2010 in Euronext on shares ordinary the of price average 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 3,500,000 4,000,000 Graph 2 shows the development of the average number average the of development the 2shows Graph 500,000 (average perday) Graph 2Numberoftradedordinarysharesin2010 0 j large blocks ordinary trade Graph 3 shows the development of the of development the 3shows Graph f m 1000000 1500000 2000000 a m j j a s moving average o n d
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
13 2010 Total 100.0% 100.0% 96,569,057 136,016,230 232,585,287 0 0.3% 0.2% table 3. CPS’s 473,275 473,275 0 0.3% 0.2% CCPS’s 346,276 346,276 preference shares, after which the listing of these securities can be terminated. At the time of writing, the company had repurchased shares. 398,517 The development of the number of outstanding shares in (including2010 the percentage of the total represented by each type of share) is shown in The shares issued as a result of the rights issue are included on a time weighted basis. An adjustment in accordance with IFRS has also been applied for the shares from before the rights issue. This brings the average number of ordinary (2009 shares to 204,183,583 in 2010 adjusted: 172,193,087). d 99.4% 99.6% 0 n Ordinary o 96,569,057 231,765,736 135,196,679 moving average 9600000 8400000 7200000 6000000 4800000 3600000 2400000 1200000 12000000 10800000 s a j j m a m f average traded value per day j 0 8,000,000 6,000,000 4,000,000 2,000,000 Graph 3 Value of traded ordinary shares in 2010 (average per day) 16,000,000 14,000,000 12,000,000 10,000,000 Shares in issue as at 1 January 2010 Shares in issue December as at 31 2010 Issue of shares rights issue Table 3 NumberTable of outstanding shares in 2010 The number of ordinary shares in issue increased during This increase is the by 96,569,057 to 231,765,736. 2010 result of the rights issue in June 2010. No convertible preference shares were converted into ordinary shares The number in 2010. of outstanding convertible preference shares as at year-end was 2010 346,276. During the initial no convertible months of 2011 preference shares were converted into ordinary shares. The number of outstanding non-convertible preference shares as at There year-end was 473,275. are 2010 still plans to repurchase all remaining non-convertible Movements in the number of outstanding shares 14 2010 per share for 2010. for share per register. Wmz the to according 30 percent and 50 percent of the net profit as dividends as profit net the of percent 50 and percent 30 between distribute to strives Group BAM Royal policy Dividend dividend. for ranking shares ordinary of number the and dividend) preference the on (savings shares ordinary of holders to attributable result the both affects shares preference convertible of Conversion dividend. for ranking shares ordinary of number average the impacts issue rights the for allow to IFRS with accordance in adjustment The conversion after share per Earnings thresholds. disclosure the within however, occurred, have may Changes more. or 5 percent of interests real have investors institutional four register’), (‘Wmz Act Companies Listed in Holdings Major of Disclosure the under kept register the to According Table 5 below shows these influences on the earnings the on influences these shows Table 5below more or 5percent of interests the Table 4shows Table 5 Earnings per share for 2010 after conversion 2010 for after share per Table 5Earnings register Wmz the to according more 5% or of Table 4Interests Conversion preference shares preference Conversion conversion Before ING Group Group ING (as apercentage) Governance for Owners LLP Owners for Governance (Aviva) Levensverzekering Lloyd Delta Herk van A. After conversion After Average number of number Average ordinary shares ordinary 204,624,298 204,183,583 440,715 be found in the Executive Board’s report on page 39. page on report Board’s Executive the in found be 2010 for can dividend proposed the on information More shares. preference financing non-convertible and convertible the on share per out paid be will respectively, €0.38346, and €0.37086 of dividends Cash 1.4 percent). (2009: price 2010 the and closing dividend proposed the on based 0.7 is percent shares ordinary the on return dividend The €15.3 of 2010 million. the result on net based 45 percent approximately of percentage payout a represents dividend cash proposed The 5percent. approximately by dividend cash the of that exceeds dividend share the of value the that away such in share new one acquire to needed rights dividend of number the calculate will Group the shares, in adividend for opts shareholder the If shares. ordinary in adividend or share €0.10) (2009: cash ordinary per in €0.03 either of shareholder, individual the of discretion 2010, for the at adividend declare to 2011 invited be will 20 April of Meeting General The shares. ordinary the on Net result attributable result Net Total 10.2 6.0 6.0 5.0 9.4 ordinary shares ordinary to holders of holders to December 2002 2002 December (x €million) November 2010 November Interest above above Interest February 1992 February October 2005 2005 October 15.3 15.4 5% since 5% since 0.1 (in €) (in share ordinary 19 November 2009 19 November 31 December 2008 31 December 16 November 201016 November Wmz notification Wmz 1 November 2006 1 November Net result per result Net Date of last of Date 0.08 0.08 -
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
15 2010 of retail space and 2 Rustenburg city centre project, Zaandam (the Netherlands): underground car park, cinema, m 11,000 113 houses. 113 AM (joint venture), BAM Utiliteitsbouw, BAM Woningbouw. 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 analyst meetings in connection with the publication of the annual and half-yearly figures are accessible to everyone via the Internet (webcast). The press meetings are held in Dutch. Analysts meetings will be held in English. Anyone can call in to any conference call with press and analysts in connection with the publication of first-quarter and third-quarter figures. These conference calls are held in English. More information 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. there In were 2010, over 200 such events (2009: over All 200). 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.nl. 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 Investor relations 16 2010 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 Number of shares in issue in shares of Number shares Non-convertible Price on 31 on December Price (as apercentage) yield Dividend (as apercentage) Payout Dividend Dividend 31 on December Price price Conversion issue in shares of Number shares Convertible 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 year-end at as dividend for ranking shares ordinary of Number Number of ordinary shares shares ofordinary Number 5 4 3 2 1 share preference financing per Figures 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 2010. proposal Dividend 1:5 11 at as split 2006. May share for Adjusted 2 2 2 3 indicated) otherwise unless (in €1 4 204,624,298 204,183,583 231,765,736 2,010,000 1,070,302 473,275 346,276 indicated) otherwise unless (in €1 2010 2010 4.60 3.62 6.19 0.38 4.66 0.37 0.03 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 2009 346,276 473,275 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 5 135,542,904 133,833,884 135,192,833 1,126,000 870,585 473,275 350,122 16.60 1 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 34 135,509,643 123,295,593 123,758,414 1,998,737 11,780,581 723,000 473,275 14.69 12.93 18.49 2006 0.45 5.58 1.92 0.95 1.04 1.01 1.11 15.11 2006 4.20 0.38 0.37 3.1 5.75 41
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
17 2010 propose that Ms C.M.C. Mahieu be appointed to the Supervisory Board for four-year a period by the General Meeting on April 20 2011. vanMr Vonno, W. who has been a member of the Supervisory Board since 2006, has indicated his intention to step down from the Supervisory Board forpersonal reasons following the General Meeting on April 20 2011. The Supervisory Board obviously respects Mr Van decisionVonno’s and is extremely grateful to him for the commitment and effort with which he has carried out his duties as a member of the Supervisory Board. The Supervisory Board greatly appreciates the contribution made by Mr Vonno Van to the Group, not least in his previous role as Chairman of the Executive Board. If the General Meeting makes no other recommendations, the Supervisory Board intends to propose that Mr K.S. Wester be appointed to the Supervisory Board for a four-year period by the General Meeting to fill on April 20 the vacancy 2011 created by Mr departure. Vonno’s Van Mr Wester has extensive knowledge and experience of managing an international engineering company. He is an expert in the construction industry in the broad sense of the term and has wide-ranging experience of the national and international markets in which the Group operates. Mr W.K. Wiechers willIn 2011, resign by rotation as a member of the Supervisory Board, in connection with the end of his term of appointment. Mr Wiechers has completed three four-year terms as a member of the Board. If the General Meeting does not make any other recommendations, the Supervisory Board intends to Elverdingpropose be appointed that Mr P.A.F.W. to the Supervisory Board for a four-year period by the General Meeting As the former on April 20 successful 2011. director of a major company, Mr Elverding has a great deal of experience and expertise in relation to managing a large international organisation. During his long career he has also acquired substantial experience in various positions in relation to human resources. Because of his role as a supervisor, he is familiar with a number of sectors that are important to the Group. In a departure from the Dutch corporate governance code, which prescribes a maximum of three four-year terms, the Supervisory Board also has good reasons for proposing that Mr Wiechers be reappointed to the Supervisory Board for a period of one year by the General Meeting (if the on General April 20 2011 Meeting makes no other recommendations). In deciding to take this Report by the Supervisory the Report shareholders by the to Board Composition of the Supervisory Board With regard to the vacancy that arose following the retirement from the Supervisory Board of Mr Abrahamsen in the April Central 2010, 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 Ms C.M.C. Mahieu be put forward for appointment as a member of the Supervisory Board. The Supervisory Board fully endorses this recommendation. Ms Mahieu has extensive experience of human-resources policy, the management of change and management development, in addition to wide-ranging expertise on developments with a social dimension and concerning society at large. She has also held various management positions at large international companies. Ms Mahieu is currently employed by Aegon as global head of human resources. If the General Meeting does not make any other recommendations, the Supervisory Board intends to The Supervisory Board hereby presents the 2010 financial statements, duly prepared by the Executive Board, to the General Meeting of Shareholders for approval. The financial statements have been audited by the Group’s external auditor, PricewaterhouseCoopers Accountants the independent N.V.; auditor’s report is included on of the page annual 187 report. The Supervisory Board has discussed the financial statements with the Executive Board in the presence of the external auditor. The Supervisory Board is of the opinion that the financial statements and the report by the Executive Board form a good basis on which to hold the Executive Board accountable for the management policies 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 of the 2:101, Netherlands Civil Code. The General Meeting of Shareholders to be held on will be April20 invited 2011 to declare a dividend for in cash per of €0.03 ordinary (2009: €0.10) 2010 share or in shares. A cash dividend of €0.37086 per share will be paid on the convertible Class F preference shares. A cash dividend of €0.38346 per share will be paid on the non-convertible Class F preference shares. Financial statements and dividend proposal 18 2010 independently with regard to the other members of the of members other the to regard with independently and critically act policy, overall of points main the assess to able being as well as operations, international with group construction alarge in effectively function to needed is that experience the possess members The profile. its with line in and balanced is composition its that assessment Board’s the is it Otherwise, place. taken have 2011 in intended changes the once profile its to conform will composition its that believes Board Supervisory The 2009. 1January from effect with Code’) ‘the (hereafter code governance corporate Dutch the to amendments the of context the in 2009 21 on April Meeting General the at shareholders with discussed was profile This website. company’s the on published also is that and office company’s the at examine may shareholders which Board, Supervisory the of aprofile is There Group. the of nature international the and size the given circumstances, present the in number appropriate an is members seven to six around that view the takes Board Supervisory The members. seven have will Board Supervisory the above, indicated changes the Following down. stepped Abrahamsen Mr when five became year, which financial the during members six of consisted Board Supervisory The reappointment. and appointments proposed these supports fully it that stated has Council Works Central The rule. the to exception atemporary as as seen be should appointment of period maximum the from deviation proposed this that emphasise to like would Board Supervisory The year. one of period a for Wiechers Mr of reappointment the advocates strongly therefore Board Supervisory The Group. the with themselves familiarise to time the have then would Board Supervisory the of members new The changes. other expected and appointments new of number large the of because ayear by Chairman anew of choice the defer to preferable is it that concluded therefore has and time of period alonger for possible, if unchanged, remain Chairman its that important very it considers Board Supervisory The members. Board’s the of ranks the from chosen be to have would Chairman anew and Board Supervisory the of Chairman currently is Wiechers Mr that fact the considered Board Supervisory the position, member of the Executive Board, the company had one had company the Board, Executive the of member former and Chairman former as Van Vonno, Mr of person the In met. is independence to regard with Code the of requirement the Board, Supervisory the of opinion the In company. the with nature abusiness of relationships other any have not do members Board Supervisory The company. the in control of change a on or results, company’s the on depend not does members Board Supervisory the of remuneration The remuneration. this adjust to submitted were proposals any unless Meeting aGeneral of agenda the on Board Supervisory the of members the of remuneration the place to not proposal company’s the approved also Meeting General The member. per bonus one of amaximum with Board, Supervisory the by up set Committees the of any on is who member each for €5,000 of abonus with Board, the of `members other the for €40,000 and Vice-Chairman the for €45,000 Chairman, the for €50,000 at Board Supervisory the of members the of remuneration annual the set 2008 7May on Meeting General The report. Board’s Supervisory the of part constitute and report, annual 35 the of and 34 pages on stated are Board Supervisory the of members the of particulars The occasion. each on shareholders to forward put be obviously will office of term another for reappointment Their office. of terms four-year three of amaximum serve principle in can members Board Supervisory Code, the with accordance In website. company’s the on published also is and report, annual the of 34 page on shown is Board Supervisory the of members the for schedule retirement The large. at society concerning and dimension asocial with issues to relating expertise and companies international preferably large, of management the in experience industry, construction the of knowledge business, of understanding based broad ageneral, are composition its to Board the by applied criteria specific Other, companies. large other at disciplines accounting and finance the both in experience with expert afinancial members its among has Board The advice. as well as opinions unsolicited and solicited with Board Executive the provide and Association, of Articles company’s the by and law by down laid as Board Supervisory the of tasks the perform Board, Executive the of members the and Board Supervisory
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
19 2010 enormously the results that were achieved elsewhere in the Group. Members of the Executive Board are appointed for a period of four years. They retire after the conclusion of the first Annual General Meeting to be held in the fourth year after the year in which they were appointed. The contractual agreements with members of the Executive Board who were appointed before the Code came into effect will be honoured; their appointment is for an indefinite period. The retirement schedule for the members of the Executive Board is shown on page 36 of the annual report, and is also published on the company’s website. The remuneration of the members of the Executive Board is presented on page of 28 the annual report. The Supervisory Board approved Mr Oosten’s Van appointment as a member of the Supervisory Board of another listed company. The other members of the Executive Board are not members of the Supervisory Boards of any other listed companies. The Supervisory Board has no evidence of any conflicts of interest between the company and members of the Executive Board. The Executive Board consisted of five members during the financial An Executive year. Board consisting of four or five members is considered appropriate in the present circumstances, bearing in mind the size and international nature of the Group. The Executive Board was chaired by Mr J.A.P. van Oosten up to and including 30 September and from 2010 1 October by Mr N.J. de 2010 Vries. At the request of the Supervisory Board, Mr Oosten Van has been exercising restraint as a member of the Executive Board in relation to the Board’s activities since he stepped down as Chairman. Mr Oosten Van will retire and on 1 April 2011 will consequently step down as a member of the Executive Board Mr Oosten Van at the end of March 2011. has built up a long service record with the Group. He joined BAM as a planning engineer and went on in 1976 to occupy various management positions in the Group in both project development and non-residential construction. Having joined the Executive Board in 1995, he was appointed Chairman in 2005. The Supervisory Board owes an enormous debt of thanks to Mr Van Oosten for the energetic, open and committed manner in which he contributed to the Group’s development over many years in numerous managerial positions. During the financial the Supervisory year 2010, Board once again assessed the performance of the Executive Board and of the individual members of the Executive Board. The Supervisory Board notes that the Executive Board had to operate in difficult economic circumstances Nevertheless,in 2010. a situation was still achieved in which all parts of the Group made a positive contribution to the result, with the exception of the property activities which were hithard by the financial crisis. The Board regrets the fact that the property activities had such a major impact on the annual result but appreciates Composition of the Executive Board member of its Supervisory Board during the financial the of meaning the within independent not was who year Code. the with conflicts any present not does which Code, None of the Supervisory Board members is a member of the Supervisory Board of more than five Dutch listed companies. The Supervisory Board is not aware of any conflicts of interest between the company and members of the Supervisory Board, or between the company and natural persons or legal entities that hold at least percent10 of the shares in the company. 20 2010 Board and the Executive Board were obliged to take to obliged were Board Executive the and Board Supervisory The 2009. year financial the in AM at projects property on provisions and impairments in resulted circumstances market difficult the and 2009 in crisis economic the by hard hit were markets property The Group. the of parts involving proceedings legal and claims important most the and management of quality the and development management measures, takeover anti existing Group’s the reports, financial Group’s the on Standards) Reporting Financial (International IFRS of effects various the governance, corporate 2009, for proposal dividend the and policy dividend and reserve 2010, for statements quarterly the 2009, for statements financial and report annual the included discussed also year. Matters financial relevant the for plan operational the on based being report each face, they that risks the and companies operating the for developments market and situation financial the affairs, of state the on case each in reported Board Executive the addition, In committees. Board’s the of meetings in discussed been had what on areport featured Board Supervisory the of meetings the of Each present. being Board Executive the without times six met also Board Supervisory The meetings. extraordinary and ordinary both at percent 90 than more was attendance average The absent. frequently was Board the of members the of None meetings. ordinary were those of Six review. under year the during Board Executive the of presence the in meetings eleven held Board Supervisory The report. this in later given are subjects these about Details discussion. of issues major also were issue arights of means by position equity the improving and structure funding Group’s The activities. property to regard with management risk about and circumstances economic difficult the through AM steer to taken measures the about consultation regular was There AM. involving those especially activities, property the on particular in focussed discussions year, these financial past the over 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 these at time of amount Alarge taken. be should steps what discuss to and Group, the for crisis this of effects the discuss to Board Executive the with times several met Board Supervisory the crisis, economic the to response In Board’s activities Supervisory The activities. property to relation in management risk to improvements further on and possible as well as circumstances economic the through coming on entirely focussed be now should energy and attention that believes Board Supervisory The investigation. further for need the indicate to found was Nothing years. recent in AM by completed acquisitions the surrounding procedures the of conducted assessment an had also Board Supervisory The events. of course the understand better could Board the that so AM at audit adetailed out carry to auditor external the contracted Board Supervisory The late. recognised were market property the on circumstances changing the of consequences and size the why partly was which 2009, of start the until BAM from arm’s at length identity own its under and autonomously operated AM old the 2006, in takeover the of conditions the with accordance In circumstances. market changed the to late reacted aresult as and optimistically too market property Dutch the on developments viewed management AM former the that stated be must it however, retrospect, In markets. property the on circumstances extreme the to extent asignificant to attributed be can AM at events The Board. Executive the with detail in subject the discussed has and AM at events of course the regrets deeply Board Supervisory The 2010 for awhole. as profit amodest made BAM sectors, other the in achieved were that circumstances, the under results, good the of spite in Consequently, overheads. of coverage the in ashortfall and costs planning off writing revenues, sales and sales disappointing of because loss operational subsidiaries was unavoidable. AM also aposted significant and AM new the of positions property the on impairment extraordinary an that decided was it background, this Against operation. in already were that projects in taken measures austerity and reductions delays, ongoing the and stopped or postponed being projects of number ofbecause contrary, the the worsened increasing outlook year. the On the of half second the in recovery of signs no show to continued market residential Dutch the reached, been had bottom rock that year financial the of half first the in expectation cautious the still was there Whereas time. some for market property the on developments following closely been has Board Supervisory The 2010. year financial the of beginning the from effect with Vastgoed, BAM of management the by led organisation, asingle form to Vastgoed BAM of those with merged were activities AM’s property aresult, As measures. far-reaching
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
21 2010 TMT office Tower building floors), Jakarta.(18 BAM Decorient Indonesia (BAM International). The Supervisory Board gave its approval for the 2011 Operational Plan, which sets out the Group’s financial targets, the strategy aimed at realising those targets and the preconditions to be observed in connection with that strategy. The Executive Board gave more details about the sensitivity of theOperational Plan at the request of the Supervisory Board. At the start of the financial the year, Supervisory Board and the Executive Board discussed the need to strengthen the Group’s equity position. One of the issues discussed was the most suitable way of ensuring that the Group has sufficient financial flexibility to handle the current difficult economic circumstances, maintain its commercial effectiveness and have sufficient financing possibilities for further growth in the PPP market in particular. These discussions ultimately led to the decision to organise a rights issue. The rights issue was successfully completedat the end of the first half of the year. The Supervisory Board also exchanged views several times with the Executive Board regarding the operating capital, the possibilities for offsetting losses against tax, 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. TheSupervisory Board discussed the importance of corporate socialresponsibility for (CSR) the Group with the Executive Board. The Supervisory Board 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 proposed to further improve safety. The Supervisory Board was pleased to note that the Group is doing a lot in terms of corporate social responsibility and that it is a pioneer in this regard in the construction sector. The Board highlighted the challenge facing the Group as to how to include the other participants in the construction supply chain in these developments. The Supervisory Board and the Executive Board exchanged views about the objectives set out in the 22 2010 The Supervisory Board reviewed the remuneration policy remuneration the reviewed Board Supervisory The Board. Supervisory the by report the of part as report annual 28the of page on included is report remuneration The Committee. Remuneration the by compiled report remuneration the finalised Board Supervisory The Board. Executive the of absence the in Board Supervisory the by discussed were results The Board. Executive the of member each and Committee Appointments and Selection the between held discussions on based was members individual its and Board Executive the of performance the of assessment The discussed. be to have that subjects important various the between time its divides it how of aspects certain in needed are changes some that decided Board 2011. Supervisory the aresult, As of beginning the at Board Supervisory the by discussed and year 2010 the of end financial the at assessed were members individual its and Board Supervisory the of performances necessary.The if interviews individual plus members, Board’s the of survey a on based periodically assessed are members individual its and Board Supervisory the of performances The Board. Executive the of members the –for thereof part variable the setting –including remuneration the and members) individual the and Board entire (the Board Executive the of assessment and composition the Board, Executive the with relationship its itself, supervision the of and process supervision the of quality the process, decision-making the profile, and composition its discussed Board Supervisory The committees. separate Board’s the of performance the and members) individual the and awhole as Board the (both performance own its discussed also Board Supervisory The members. individual its of and awhole as Board Executive the of performance the year,as well as financial this in company the by taken decisions difficult the about discussion internal an included Board Executive the without meetings the in discussed subjects The report. annual this 8of page on found be can strategy the of explanation An discussed. also was strategy Group’s the with line in acquisitions making of 2011. year possibility financial The the in checked be to continue will memorandum the of aspects various The crisis. economic the of light the in achievable still were they whether hand, other the on and, hand one the on challenging sufficiently were objectives these whether of question the included discussed subjects The 2009. year financial the in 2010-2012 drafted was memorandum that strategy ensure that this remains the case. the remains this that ensure to closely events monitor will Board Executive the and Board Supervisory The opportunities. those with line in ambition of level ahealthy and Netherlands the in market property the on opportunities the of view realistic a has AM at team management new the that convinced is Board Executive the that noted has Board Supervisory The task. subjective ahighly remains market property the as such market long-term alargely on opportunities the of assessment an that regard this in noted be should It effective. more made be could systems the of aspects certain whether investigating however, is, BAM 2006. in takeover the following years three for systems control and management BAM’s introduce to required markets and also by thethat property fact AM was not on circumstances extreme the by all above caused were AM at events the report, this in earlier stated As systems. these changing for areason not are AM at events the that concluded Board The AM. at developments the following changing needed systems control and management the whether considered Board Supervisory The 55 seq. et page on including report, annual the in elsewhere discussed are Board Supervisory the of meetings the at contexts these in addressed matters the of implications The systems. these of assessment Board’s Executive the from results the as well as systems, control and management internal the business, the in involved risks main the covered discussion This presentations. accompanying and reports written of basis the on companies, operating individual the and sectors respective the of and awhole as Group the of prospects and business of course the discussed Board Supervisory the usual, as meetings, quarterly its At system. reporting and monitoring established an and reports such up drawing for procedures and manuals reporting financial systems, control internal and management risk internal has Group the that itself satisfied has Board The report. annual the 33 of page on to referred report remuneration the in detail more in explained is policy amended 2011. 20 April on The approval for Meeting General the to presented be will policy remuneration amended The plan. bonus long-term anew approved Board Supervisory the Committee, Remuneration the by work preparation year. Following financial last the of end the until effect in was that plan bonus long-term the on based year, partly financial last the of course the in
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23 2010 with the employees from the central finance division and the controllers at the operating companies. This arrangement – which isgoverned by clear agreements – once again proved satisfactory everything Taking in 2010. into consideration, the Supervisory Board advised the Executive Board to continue with the current method of conducting the audit process. The Supervisory Board has taken note of the Executive Board’s intention to investigate what further improvements can be made in risk management. The Supervisory Board gave its approval to the change in the dividend on the outstanding Class F preference shares as of 1 January 2011. The Supervisory Board held talks on various occasions with the Executive Board about the proposed sale of the percent21.5 interest held by BAM in the dredging company Oord. Van The Supervisory Board agrees with the Executive Board that the offer made by MerweOord for BAM’s interest is not acceptable to BAM. BAM and MerweOord subsequently agreed to look jointly for a potential buyer for BAM’s interest in Oord. Van Mr Van Vonno – who is also a member of the Supervisory Board of OordVan at BAM’s request – was not involved at any stage in the decisions taken by the BAM Supervisory Board regarding the proposed sale of BAM’s interest in Oord.Van Mr Vonno Van will be stepping down as a member of the Oord Van Supervisory The Board in 2011. company will propose Mr De Vries as his replacement. The Supervisory Board approved a proposal to amend BAM’s Articles of Association to bring them into line with the decision takenat the General Meeting April on 21 2009 to apply the mitigated two-tier regime. The General Meeting April approved on 21 2010 the proposed amendments.The Articles will be amended accordingly as soon as the procedure to continue use of the ‘Royal’ predicate is complete. 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 does believe, 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’ During the financial the year, Supervisory Board again arranged to be regularly updated by both the Executive Board and the external auditor on the general course of business at the operating companies. These updates also focussed on the developments on the Group’s markets. The BAM PPP management team gave a presentation at one of the Supervisory Board’s meetings, outling its vision of the future on the PPP market in the Group’s home countries. The Supervisory Board shares the view of the Executive Board and the BAM PPP management team that the European PPP market offers a lot of opportunities for the Group. It is an advantage to have access to private funds, especially in times when the government has to economise and make choices as regardsinvestments. The Executive Board also updated the Supervisory Board on a regular basis regarding the situation concerning the construction of the metro in Cologne, where the municipal archive caved in at the beginning of 2009, causing the tragic deaths of two people as well as major damage and delays. During the annual visit to a number of the Group’s operating companies over several days in September the Supervisory2010, Board and the Executive Board exchanged views with the management teams of the British operating companies. The two boards and the management teams discussed the operating companies’ markets and the management teams’ expectations for the future. The Supervisory Board believes that the two British operating companies are well positioned to handle the economic crisis. The Supervisory Board took cognisance of the reports by the external auditor and the 2009 management letter and discussed these documents with the external auditor and the Executive Board. The SupervisoryBoard also discussed the follow-up to the external auditor’s findings with the Executive Board. Furthermore, the Supervisory Board assessed the relationship with the external auditor and prepared the proposal to the General Meeting to charge PricewaterhouseCoopers with the audit of the financial statements for the financial year 2010. 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 process carried out by an external auditor in conjunction 24 2010 Central Works Council was held in May 2010. 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 to approval its gave Board Supervisory The issue. rights proposed the of favour in voting by company the in placed they that trust and support the for shareholders the to grateful very also is 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 take also can itself company The important. considered are talks where cases those in talks for requests internal control systems at an extra meeting. extra an at systems control internal Group’s the and IFRS regarding developments latest the discussed also Committee Audit The auditor. external the of meeting) the of part for (at least presence the in year financial last the during times four met Committee The remit. its by covered matters of respect in Board Supervisory the of decisions proposed drafts it and matters, accounting and financial regards as especially tasks, its of performance the in Board Supervisory the supports Committee Audit The Code. the of provisions the with line in is Committee Audit the of composition The Chairman. as Dekker 2010) Mr with Van Vonno, and 21 on April Meeting General the (following 2010), Scheffers Dekker, 21 on April Meeting General the including (up and to Abrahamsen Messrs of year financial the during consisted Committee Audit The Board. Supervisory the to meetings their all of reports submitted committees The committees. the by out carried work preparatory the for and tasks its performs it which in way the for responsible remains awhole as Board Supervisory The activities. those regarding decisions Board’s Supervisory the preparing in and responsibility committees’ the are that activities the concerning Board Supervisory the advise and support to committees these of task the is It Committee. Appointments and aSelection and Committee 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 BAM Wallonie. BAM Centre. Meeting Brussels SQUARE
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25 2010 26 2010 make proposals to the Supervisory Board with regard to regard with Board Supervisory the to proposals make to is Committee Remuneration the of tasks the of One Code. the with line in is Committee Remuneration the of composition The Chairman. the being Baar Mr with Wiechers, and Baar Messrs of consists Committee Remuneration The however. management, risk in made be can improvements further what investigate will Board Executive The report. this in earlier given reasons the for time this at Board Executive the to department audit internal an recommend not should it that Board Supervisory the to proposed Committee Audit The department. audit in-house an having of disadvantages and advantages the about Board Executive the to spoke also Committee Audit The one. agood be to relationship the finds Committee Audit The auditor. external the with relationship the on Board Supervisory the to reported and present, being Board Executive the without occasion one on auditor external the with met committee audit The year. financial the during AM at business of course the on focus substantial a also was there background, that Against property. in invested equity of amount the regards as especially Group, the for crisis economic the of consequences the to year financial the during paid was attention Particular mid-2010. in completed successfully was that issue rights the about decisions the for preparations in involved closely was 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 policy; ICT the 2010; plan; for 2011 the operational plan audit the auditor; external the with relationship the and of fee and activities the addressed: also were topics following The planning. tax Group’s the and shares; Fpreference Class on dividend the in change 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; management 2009 the figures; half-yearly and 2010 quarterly the figures; annual 2009 the on reporting financial the were meetings these at addressed topics principal The meetings. Committee’s Audit the to invited also were Board Executive the from Officer Financial Chief the and Chairman The the context of assessing the Executive Board. Executive the assessing of context the in Board Executive the of members the with interviews evaluation performance individual held Committee The Board. Executive the and Board Supervisory the of composition and size future and current the discussed members Committee the occasions, those On meeting. aformal of context the of outside times of anumber other each with consulted members Committee year. The financial past the in times several met Committee Appointments and Selection The management. senior for procedures appointment and criteria selection on policy Board’s Executive the monitors also Committee The Board. Executive the and Board Supervisory the of performance the of assessment and to reappointments and appointments composition, size, the procedures, appointment and criteria selection regarding Board Supervisory the to proposals make to is Committee Appointments and Selection the of tasks the of One Chairman. as acting Wiechers Mr with Wiechers, and Baar Messrs of consists Committee Appointments and Selection The year. financial last the during advisers external use not did Committee Remuneration The report. remuneration the prepared also Committee Remuneration The years. 2011 subsequent and for policy remuneration company to achange prepared Committee Remuneration The directors. staff the and companies operating the at teams management the of remuneration the to pertaining conditions the discussed in remuneration 2011. also The Remuneration Committee variable the for criteria to and Board Executive the of members of remuneration the to relating Board Supervisory the to aproposal submitted Committee The meeting. aformal of context the of outside times of anumber other each with consulted members Committee The meetings. these at present was Board Executive the of Chairman year. The financial past the during times three met Committee Remuneration The practice. in implemented been has policy remuneration which in way the on report aremuneration proposes also Committee Remuneration The rank. equivalent of executives and managers company operating for employment of conditions and terms on policy the about Board Executive the of Chairman the consults also Committee The Board. Supervisory the of members the of remuneration the and Board Executive the of members of employment of terms the and remuneration of level the policy, remuneration company
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
27 2010 Final comments The Supervisory Board wishes to point out that the Dutch construction industry continued to feel the consequences of the economic The crisis crisis in 2010. once again had a substantial impact on the property and residential construction sectors in particular. Royal BAM Group was also faced with difficult economic circumstances with substantial in 2010, losses from the Group’s property activities as a result. On the other hand, all of the other parts of the Group made a positive contribution to the Group’s overall result in 2010. The construction sector in the Group’s markets is expected to face difficult market conditions in 2011. Under difficult market conditions, the management and employees once again showed great commitment to the Group in the course of the last The year. Supervisory Board is very grateful and has every confidence – given the same commitment and effort – that Royal BAM Group will be able to meet the challenges of 2011. Bunnik, Netherlands, 2 March 2011 Supervisory Board The Committee prepared the proposal to appoint Ms Mahieu, as well as Messrs Elverding and as Wester, members of the Supervisory Board. The Committee also prepared for MrDe Vries to succeed Mr Oosten Van as Chairman of the Executive Board as of 1 October 2010. External auditor Both in its discussion of the 2009 annual figures and its discussion semi-annual of the 2010 figures, the Supervisory Board – as is usual – called on the external auditor to provide additional information. The Board noted that the external auditor had received the financial information on which the quarterly figures, the interim results, the results and the other interim financial reports were based and that he had been given the opportunity to respond to that information. The external auditor was present at the Annual General Meeting of Shareholders April Ason 21 part 2010. of its consideration of the 2010 annual report and financial statements, the Supervisory Board assessed the relationship with the external auditor basedon reporta from the Executive Board and the Audit Committee. Given the Board’s good experience with the external auditor and the external auditor’s expertise with regard to the construction industry in general and the Group in particular, the Supervisory Board sees no reason to propose to the shareholders that the external auditor be changed. A proposal will therefore be put to the shareholders’ meeting that PricewaterhouseCoopers on April 20 2011 Accountants be re-appointed N.V. as external auditor responsible for auditing financial the Group’s 2011 statements. Corporate governance The company’s corporate governance structure and its compliance with that structure were discussed withthe shareholders at the General Meeting April on 21 2009. The Supervisory Board and the Executive Board reviewed the corporate governance structure during the financial year and decided that there is no reason to change it. The Supervisory Board and the Executive Board are convinced that Royal BAM Group’s corporate governance remains well organised. Please refer to the corporate governance statement on page of 43 the annual report concerning the company’s compliance with the Code. 28 2010 in more detail at the end of this report. this of end the at detail more in addressed (2007-2010).is plan proposal current This the replace to proposed be will plan bonus long-term new a that understanding the on policy, remuneration the to relation in below described structure pay the to changes propose to reason any see not did Board The scenarios. of anumber analysing on based 2010, in partly Board Executive the of members for remuneration of structure and level the assessed also Board Supervisory The Board Executive the of members the of salary Annual year. financial the during advisers remuneration external of services the use not did Committee Remuneration The met three times during the Committee past year.financial Mr Baar (Chairman) The and Remuneration Mr Wiechers. theDuring past year,financial consisted the of committee Board. tosubject by rules established the Supervisory is Board. The Remuneration Committee Supervisory who are andappointed members dismissed by the Board consisting of ofat leastthe Supervisory two is The Remuneration aCommittee committee permanent Remuneration years. subsequent and year financial coming the for Board Supervisory the by provided policy remuneration the of asummary contains also and 2010, in received remuneration concerning information of summaries includes report year. The financial past the during practice into put been has policy remuneration the which in manner the on areport contains Board Supervisory the from report remuneration following The 5 4 3 2 1 onsists of the annual expenses allowance (€7,500) and the insurance premium (€1,054). premium insurance the (€7,500) and allowance expenses annual the of onsists statement. income the in recognised costs pension gross the are costs pension hese plan. bonus long-term the under out paid not was abonus remuneration; variable short-term is his 2010 €535,000.-. 1October until basis; annual an 2010 on €610,000.- 1October rom M.J. Rogers Rogers M.J. J. Ruis Ruis J. R.P. van Wingerden R.P. Wingerden van J.A.P. van Oosten van J.A.P. N.J. de Vries Vries de N.J. From 21 April 2009. 21 April From (x €1,000) Board Executive the of members individual the of Table 6Remuneration C T T F 2
Remuneration report 2010 460 460 420 554 610 Gross salary Gross 1 2009 460 420 252 535 610 remuneration 2010 89 67 74 74 - Variable Variable such a long period of employment with the Group. the with employment of period along such after planned originally than earlier Group the leaving is Van Oosten Mr that fact the of light in reasonable and fair is payment this that believes Board Supervisory The 2011. 1April of as Board Executive the from down steps he when salary fixed annual his of percent hundred one to equal payment aone-off receive will Van Oosten Mr positions. their to applicable system salary reference the into them incorporate to astep as increases both GBP 360,000 and Mr van Wingerden’s to €460,000, salary ofAs 2010,1 January Mr wasRogers’ increased to salary group. target this for Netherlands the in index salary the with line 2010, in is which 1January of as indexed not were Board Executive the of members Dutch the of salaries fixed The than the compensation indicated in in indicated compensation the than other year financial the in Board Executive the of members former or current to awarded was compensation other No members of the Executive Board can be found in in found be can Board Executive the of members individual the of remuneration the of A summary progress in implementing the strategy for 2010-2012, for strategy the implementing in progress 2010 in concerned: Board Executive the of members the for objectives non-financial individual the portfolios, members’ Board Executive the with accordance In percent). 40 remuneration: 2010 variable for (maximum objectives financial of achievement for remuneration variable awarded were Board Executive the of members the of None Board Executive the of members the of remuneration Variable 2009 107 84 84 50 92 3 - 2010 costs Pension 141 44 44 82 82 82 82 93 2009 140 48 92 81 31 4 table 6. 6. table Other benefits benefits Other 2010 8.6 8.6 8.6 8.6 1.0 table 6. table 2009 8.5 8.5 8.5 8.5 1.0 5
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29 2010 NATO headquarters,NATO Brussels. Interbuild, CEI-De Meyer, Galère, BAM Utiliteitsbouw, BAM Construct UK, BAM Deutschland. Artist’s impression:SOM-Assar. adequatelyresponding to the consequences of the financial crisis, restructuring the property activities in the Netherlands, structuring the organisations in Belgium and the United Kingdom, improving the balance sheet and improving the measurable Corporate Social Responsibility results. Messrs De Vries, Rogers, Ruis and Wingerden Van have been awarded percent 16 variable remuneration for achieving the non-financial objectives (maximum variable remuneration is percent). 20 financialFor the the 2011 year, members of the Executive Board have been set an individual non-financial short-term objective of 50 percent of the joint objective for sustainable business practice (reducing the number of safety incidents, reducing the Group’s carbon footprint and reducing the amount of waste produced). The other individual objectives involve improving the internal organisation, the Group’s financial position and implementing the business strategy. No bonuses were paid out under the long-term bonus plan that was applicable until the end of 2010. The company has not allocated any options or shares to members of the Executive Board, operating company managers or employees. The Supervisory Board did not see any reason during the financial year to use its extraordinary powers to adjust or reclaim variable remunerations that had already been awarded. 30 2010 Meeting on 8 May 2007. 8May on Meeting General the by adopted policy remuneration the with accordance in year financial past the in paid was Board Executive the of members the of remuneration The Group. BAM Royal of website the on published are Committee Remuneration the of regulations 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 company. the in control of change a on or results, company’s the on depend not does members Board Supervisory the of remuneration The Group. the to nature and size similar a of businesses with comparable properly currently is which alevel at is Board Supervisory the of members of remuneration the that considers Board Supervisory The respectively. €1,640, and €3,280 of allowance expenses fixed annual an receive board Supervisory the of members other the and Chairman The member. per bonus one of amaximum with Board, Supervisory the by up set Committees the of any on is who member each for €5,000 of abonus with Board, the of members other the for €40,000 and Vice-Chairman the for €45,000 Chairman, the for €50,000 to amounts 2008, 7May on meeting shareholders’ the at adopted policy the with accordance in Board, Supervisory the of members the for remuneration annual The Board Supervisory the of members the of Remuneration including those from other industries, so as to interest to as so industries, other from those including executives, qualified highly for attraction enterprise’s the increasing and individuals motivating value, enterprise’s the of 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 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 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 determines the salary development, the principle being being principle the development, salary the determines Board Supervisory The appointment. Board this for salary standard the than less usually is organisation this from originating Board Executive the of member individual the of salary annual the appointment, Upon salary Annual Group. the within ratios remuneration the and market remuneration relevant the account into taking package, remuneration the in elements the of interrelationship and make-up the and ceiling this of level the analyses Board Supervisory the Committee, Remuneration the by prepared scenarios year, using Each ceiling. apayment –provides elements remuneration variable limited and salary – afixed up made is package remuneration the which in way The company. the of control of achange to related are that rules remuneration any have not does company The shares. (options) on 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 of level the use to decided was It redundant. made are they that event the in schemes compensation redundancy as well as conditions secondary other and apension remuneration, variable salary, annual an of consists Group BAM Royal of Board Executive the of members the of remuneration total The package Remuneration
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31 2010 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 (includingsafety), 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 does not contain any element that can simply beset by the Supervisory Board at its own discretion. The variable remuneration consists of an annual cash payment and is paid out in the following year. With a view to the achievement of long-term aims, a place has also been found in the remuneration policy for members of the Executive Board for a long-term bonus plan. Under the current long-term bonus plan, if the margin of 4 percent before tax is realised on Group turnover, as formulated in the strategic agenda, each member of the Executive Board will be eligible for an additional variable remuneration in that year of 50 percent of his annual salary. No payments will be made if this profit margin is not achieved. The plan lasts for three years and comes to an end December on 31 or earlier2010 if the target is achieved before that date. 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. In the case of new awards of variable remuneration to directors, based on quantified performance criteria, the Supervisory Board has the right to amend the awards in relation to the level of previous years if it considers that there would be an unreasonable outcome, partly based on the remuneration policy adopted by the shareholders. The Supervisory Board also has the power to amend the existing conditional awards of variable remuneration with quantified performance criteria in if, its opinion, applying the award without amendment would have an unreasonable or unintended outcome. The Supervisory Board would only 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 Dutch Corporate Governance Code. Variable remuneration Each member of the Executive Board is eligible for variable remuneration, with the level depending on the achievement of targets agreed beforehand between the Supervisory Board and the Executive Board that support the execution of Royal BAM Group’s strategic agenda. A responsible balance is struck between short-term and long-term focus. 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 andtheir 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 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 realised. 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 targets that are derived from the Royal BAM Group strategic agenda. The strategic agenda defines, among that the difference between starting salary and the standard salary will be bridged inseveral years with proper performance from the Board Member. The annual evaluation and change in the annual salary generally take place on 1 January of each The year. evaluation considers personal performance, the results of the past the year, extent to which the Board Member’s current salary is less than the standard salary and general changes in the remuneration market. 32 2010 BAM Group. BAM Royal in officers and directors other all and managers company operating 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 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 car a insurance, accident personal disability, and insurance healthcare for schemes as matters such includes 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 company does 2009.from pension The with effect contributions the in included been have rights pension underlying schemes (wet VPL). of indexation The costs of trend-based savings and concerning accelerated retirement life-course Act the of introduction the following employees comparable all for Group BAM Royal within date that from applicable as 2006, 1January from effect with to the new pension scheme and transitional arrangements 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 Pensions 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 contracts employment and appointment of Periods nor are there any other rights to one-time payments. See payments. one-time to rights other any there are nor Board, Supervisory the of members or Board Executive the of members of departure the on payments to relation in above, mentioned package remuneration the beyond rules, remuneration other no has company The 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 event, an pay. such In 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 of employ the in 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 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 is This adirector. 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 notice a have Board Executive the of members The Group. the outside from Board Executive the join who members new with concluded is employment of contract four-year A time. of period indefinite an for are Board Executive the of members of employment of contracts The for members of the Executive Board and the Supervisory the and Board Executive the of members for regulations include also rules these securities; in trading and of possession the to relating rules has company The securities governing Rules
table 7.table
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33 2010 not agreed not agreed Severance pay maximum €800,000.– minimum €600,000.–; max. twice annual salary max. twice annual salary 3 months 3 months 3 months 3 months 3 months for member Period of notice 6 months 6 months 6 months 6 months 6 months for company Period of notice Type of Contract permanent permanent permanent permanent permanent A new long-term benefit plan will therefore be proposed, under which members of the Executive Board will be allocated phantom shares on an annual basis. These shares will pay out an amount after five years in accordance with the extent to which the predetermined performance targets have been achieved. A more detailed description of this plan can be found in the brochure drawn up for the General Meeting on April20 2011. The General Meeting will be requested to adopt the long-term benefit plan as part of the existing remuneration policy. Bunnik, Netherlands, 2 March 2011 Supervisory Board 4 years 4 years 4 years Period of Unlimited Unlimited appointment 2 3 2 Date of 28.05.1998 08.06.1995 07.05.2008 07.05.2008 07.05.2008 07.05.2008 21.04.2009 appointment 1976 1971 1979 1977 1988 into service Year ofYear entry
1 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. The remuneration policy described above will remain in effect in the financial and subsequent year 2011 years, with the exception of the long-term bonus plan which expired at the end of 2010. The Supervisory Board believes that the Executive Board remuneration package should reward members for achieving long-term improvements in addition to the fixed salary and annual variable remuneration. Remuneration policy for 2011 and Remuneration policy for 2011 subsequent years Refers to reappointment; first appointment: 07.05.2004. Retired with effect from 1 April 2011. Refers to first appointment. Table 7 ContractsTable of employment/appointments of the members of the Executive Board
J.A.P. van Oosten N.J. de Vries J. Ruis M.J. Rogers R .P. van WingerdenR .P. 2 3 1 34 2010 W. van Vonno W. Vonno van RA Scheffers H. Dekker J.A. Baar A. W.K. Wiechers 2011 January of As schedule Retirement 2007. in as Chairman and 2004 in Board Supervisory the of as Vice-Chairman appointed was 2007. and 2003 in Wiechers Mr re-appointed being 1999 in before Board Supervisory the to appointed first was Wiechers Mr Station)]. Power Nuclear KCB (Borssele for Experts Benchmarking Safety Nuclear of [Committee KCB veiligheid nucleaire benchmarking deskundigen van Commissie of the Chairman Council]; Energy [General Energieraad Algemene the of member (BLSF); Funds Seed Sciences Life Brabant of Board Supervisory the of Chairman offices: Other national. aDutch is Wiechers Mr 2003. in retirement early his until remained he position which in Essent, of Board Executive the of Chairman became he EDON, with merger the after 1999, December in and Group PNEM-MEGA the of Board Executive the of Chairman became 1997.until 1998 Wiechers In Mr Board the on remained he and Maatschappij) Electriciteits- Noord-Brabantse (Provinciale PNEM of Directors of Board the joined 1987 In Wiechers Mr Director. and Director Deputy Division, Approvals Electrical the of Head including positions, of anumber held he where Arnhem in KEMA 1966 at in career his began Wiechers Mr Delft. of University Technical the at physics technical in graduated Wiechers Mr (1940), Chairman W.K. Wiechers 2014 2013 2013 2012 2011
Current Particulars of the Supervisory Board members Particulars of the Supervisory term 2 1 3 3 3 Board in 2007. in Board Supervisory the of as Vice-Chairman appointed was Baar Mr 2009. and 2005 in re-appointed 2001 in and Board Supervisory company’s the of as amember appointed was Baar Mr national. aDutch is Baar Mr 2000. 1990 to from NBM-Amstelland of Board Management the of Chairman was Baar Mr America. of States United the in abroad experience acquired also he Amstelland for working While example. for Group, Amstelland the at and 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. Vice-Chairman re-appointed in 2004 and 2008. and 2004 in re-appointed being before 2000 in Board Supervisory the to appointed first was Dekker Mr aconsultant. as positions several and 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 Board Advisory the of member offices: Other national. aDutch is Dekker Mr 2010. to 2004 from NIRIA) (KIVI Netherlands the in Engineers of Institution 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 AKZO at 1964 in career his began Dekker Mr physics. engineering in adegree with Delft of University Technical the from graduated Dekker Mr (1939) Dekker J.A.
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35 2010 From left: W.K. Wiechers, A. Baar, J.A. van Dekker, Vonno W. and H. Scheffers. W. van VonnoW. (1941) Mr Vonno Van graduated as a physical sciences engineer and in he in 1965 1968 was admitted to the degreeof Doctor of Technical Sciences, both qualifications being gained at Delft University of Technology. Mr Vonno Van workedFrom to 1973, 1968 for Raadgevend Technisch Buro Heugten Van in Nijmegen. he worked to 1982 From for 1973 Bredero in Utrecht as an operating company director and later as a divisional director. Mr VonnoVan was Chairman of the Executive Board of Royal BAM Group from until 1982 he retired in 2005. Mr Vonno Van is a Dutch national. Other offices: Chairman of the Supervisory Board of DHV Group; Chairman of the Supervisory Board Nieuwpoort of Van Group; Chairman of the Supervisory Board of Publiek Belang Elektriciteitsproductie; member of the Supervisory Board of Bank voor de Bouwnijverheid; member of the Supervisory Board Boldrik of Van Group; member of the Supervisory Board of Convest; member of the Supervisory Board of Hurks Group; member of the Supervisory Board of Van Oord; member of the Supervisory Board of Optimix Vermogensbeheer; member of the Supervisory Board of Schiphol Area Development Company (SADC); arbitrator for the Stichting Raad van Arbitrage voor Metaalnijverheid en –Handel; member of the Board of Directors of NEN; member of the Board of Directors of Stichting Preferente Aandelen Mediq; member of the Board of Directors of Stichting Bescherming TNT; member of the Investment Committee of NPM Capital; Chairman of the Nomination Committee Dockwise. Mr Vonno was Van appointed to the Supervisory Board in 2006. H. Scheffers RA (1948) Mr Scheffers trained as a chartered accountant. He was employed from 1974 until at Koninklijke 1993 Bunge, where he successively held the positions of internal auditor, European Controller and President Northern Europe. He was subsequently employed as an Executive Boardmember at LeasePlan Corporation from until 1993 1999. He joined SHV Holdings where in 1999, he was CFO on the Executive Board until he retired in 2007. Mr Scheffers is a Dutch national. Other offices: Chairman of the Supervisory Board of Aalberts Industries; Vice-Chairman of the Supervisory Board of Flint Holding; member of the Supervisory Board of Koninklijke Friesland Campina; member of the Supervisory Board of Made in Scotland; member of the Supervisory Board of Wolters Kluwer; member of the Board of Directors of Stichting Administratiekantoor KAS BANK; member of the Investment Committee of NPM Capital. Mr Scheffers was appointed to the Supervisory Board in 2009. 36 2010 Board from October 2005 until October 2010. October until 2005 October from Board Executive the of Chairman 1995 was and since Group BAM Royal of Board Executive the of amember been has 1992. Van Oosten Mr in followed Utiliteitsbouw BAM of director as 1986. appointment in His 1985in director and Vastgoed BAM of director deputy appointed 1976. in BAM was He joined Van Oosten Mr 1974. in Technology of University Delft from engineer acivil as graduated Van Oosten Mr (1948) Oosten J.A.P. van Bouw. de voor Arbitrage van Raad Stichting of Directors of Board the of member Handelskamer; Nederlands-Duitse of Directors of Board the of member Nederland; Commerce of Chamber International the of Directors of Board the of member (NABU); buitenland het in belangen met aannemers Nederlandse van Vereniging of Chairman offices: Other national. Dutch 2010. a is He October in Board Executive the of Chairman as appointed was Vries De 1998. Mr 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 Particulars of the Executive Board members R.P. Wingerden van
Ruis J. 2 1 Oosten van J.A.P. Vries de N.J. 2011 January of As schedule Retirement 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 regional and 1989 in director aconstruction appointed 1981. in was He management contracts into moving to prior projects, industrial and pharmaceutical major in working engineer planning was position initial Rogers’ Mr 1979. in BAM 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. Rogers M.J. Board of Wereldhave. of Board Supervisory the of Member offices: Other 2011. national. aDutch is He 1April on retires he when Board Executive the from down step will Van Oosten Mr Retires with effect from 1 April 2011. 1 April from effect with Retires of four years. four of aperiod for re-appointed or appointed are Board Executive the of members new onwards, 2004 From 2
appointment/reappointment appointment/reappointment 21.04.2009 07.05.2008 07.05.2008 08.06.1995 28.05.1998 (1961)R.P. Wingerden van national. aDutch is He Officer). Financial (Chief 2004 since Board Executive Group’s BAM Royal on been has Ruis Mr positions. financial different of number a 1971 in held BAM has and joined Ruis Mr (1950) Ruis J. Council. Regional East South the of member Council; Construction CBI the of member offices: Other national. aBritish is He 2009. in Group BAM Royal of Board Executive the of member a became Rogers Mr Ltd. Nuttall BAM Construction Industry]. Construction the in Innovation for [Platform Bouw Vernieuwing member Nederland, Bouwend Board Executive member offices: Other national. aDutch is He 2008. since member Board Executive an been has Van Wingerden Mr 2005. in Woningbouw BAM of Board the of Chairman appointed being to prior 2002, in Utiliteitsbouw BAM at Director became subsequently and 2000, in Vastgoed en Bouw HBG of Director appointed was He elsewhere. and Netherlands the in companies operating for roles management (project) of a variety in worked 1988 subsequently in and surveyor aproject as Group the 1988. joined in He Technology of University Delft from engineer acivil as graduated Van Wingerden Mr R.P. Wingerden. van and Ruis J. Rogers, M.J. Vries, de N.J. left: From Date of of Date of appointment appointment of Four years Four Four years Four Four years Four Unlimited Unlimited Period 1
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
37 2010 1 (5.0) 89.1 31.3 28.7 44.8 (57.9) (52.8) (68.4) 2009 168.6 (102.7) (134.3) (7.6) (3.0) (3.0) 87.2 33.7 15.3 25.9 2010 (64.7) (30.3) 206.2 (128.2) (108.3) Net result Minority interest Taxes Taxes Resultbefore tax Result from associates Result The Group’s net results over both years can be broken down as follows: €1 million)(x Operating result before write-downs and impairments Amortisation and depreciation Impairments Operating result Finance income Finance expense Operating income in the Construction sector decreased predominantly in relation to residential construction activities in the Netherlands and non-residential construction activities in Germany and Belgium. In the United Kingdom, operating income decreased slightly. The decrease in the Property sector related predominantly to the Dutch market. In the United Kingdom and Ireland, operating income decreased to virtually zero. The Belgian property sector realised a higher operating income compared in 2010 to thatin 2009. The Civil engineering sector showed a varied performance. In the Netherlands, operating income remained virtually unchanged. In the United Kingdom and Belgium, it increased. Operating income decreased in Ireland, Germany and particularly at BAM International. The increase in operating income in PPP related to the increased number of projects in their construction phase. In the Mechanical and electrical contracting sector, the increase related entirely to the Netherlands. Operating income in Consultancy and engineering remained virtually unchanged. 1 824 253 207 260 (692) 2009 3,528 8,324 3,944 311 311 210 210 281 281 593 (654) (654) 2010 2010 7,611 3,211 3,659 Report by the Executive Board Executive the Report by €152.9 million€152.9 (2009: million). €81.5 percent).(2009: 1.0 €94 million property and €40 million goodwill). orstock dividend.(2009: €0.10) billion). €11.1 reinforced by rights issue approximately (net €240 million). Result before tax and impairments 2010: Adjusted to IFRIC 12. Property Civil engineering Public-private partnership Consultancy and engineering Less: internal revenue Mechanical & electrical contracting 1 Construction Operating income Royal BAM Group’s operating income in the 2010 million,financial a decrease year was €7,611 of million percent)€713 (-9 compared to 2009 (€8,324 million). The decrease was almost entirely autonomous and was predominantly a consequence of the difficult market conditions in various sectors and countries, exacerbated by both severe winter periods The in 2010. exchange rate differences and acquisitions had a limited effect on the decrease in operating income. Operating income can be divided over the sectors as follows: €1 million)(x Course of business intoTaking account the market conditions, the overall performance of our construction companieswas solid in The fact2010. that Our Group was unable to mirror this performance in an equally solid result related to the necessary impairment of the Dutch property portfolio of BAM. Ensuing in this annual report, you will be able to find more detailed information on the course of business in the various sectors. • Profit margin before tax and impairments: percent 2.0 • Impairments Property million €127 (2009: 2010: • Net million: result €15.3 (2009: million). 2010: €31.3 • Proposed dividend: €0.03 in cash per ordinary share • Order billion book: (year-end €12.1 2009: • Capital base, solvency and liquidities in 2010 • Financial results 38 2010 development activities in Germany. in activities development project old the of liquidation the to regard with million) (€80 gain atax was there (€31.3 when 2009 million), in than 2010 for lower was result net the €15.3At million, million). (€40 paid goodwill to regard with 2009 in impairment an was there addition, In million). €94 (2009: €127 of million positions property and market construction residential Dutch the of recovery a to regard with expectations adjusted both to related 2010 in Impairments Netherlands. the in sector property the to related impairments 2010 in 2009, in Both and 1percent). (2009: 2percent was margin profit the result, this on Based 2009). to 2010 in compared losses operating (lower sector Property the and Germany) in construction non-residential and Netherlands the in construction residential (predominantly sector Construction the to related improvement (€81.5 The 2009 in million). that to compared higher substantially was Property, impairments of exclusive tax, before 2010, in €152.9At result the million Table 8 Results by sector by Table 8Results Group interest Group costs Group Operating activities Operating Total sectors partnership Public-private engineering Civil Property Construction Result before tax and impairments Property impairments and tax before Result Dredging Eliminations and others and Eliminations engineering and Consultancy contracting &electrical Mechanical Minority interest Minority Taxes goodwill Impairment Property Impairment Net result Net (x € million) income from concessions. from income and PPP for contracts maintenance to predominantly 2015. relates beyond This period the for book order the in contracts of billion €3 over holds Group the addition, In period. five-year next the for instructions the comprises above described book order The terms. relative in and terms absolute in year, both last situation the to compared unchanged is This book. 2011 for order the in held is forecast income operating the of percent 80 approximately that means This years. subsequent in 2011 in out billion €5.8 and carried be to expected is billion €6.3 book, order total the Of acquired. work of amount the than 2010 in out less was carried work of amount the addition, In projects. (PPP) large-scale several of acquisition the of aconsequence €11.1 partly was increase The billion). (9 per billion €1 by increased book 2010,In order the book Order Below, sectors of Results results in relation to revenues. to relation in results represent percentages The sectors. various the over (127.0) 160.8 152.9 102.6 122.6 Result (59.7) (10.6) (27.6) 30.3 15.3 13.6 95.1 (3.0) (1.8) (7.6) 3.5 0.0 7.5 2010 cent) to €12.1 billion at year-end 2010 €12.1 to cent) (2009: year-end at billion in table 8, the result before tax is broken down broken is tax before result the 8, table in Percent of of Percent revenues 2.8 % 2.8 6.5 % 6.5 0.2 % 0.2 2.0 % 2.0 3.0 % 2.7 % 2.1 % 1.1 % Neg. (132.3) 114.2 (36.5) (94.3) (40.0) Result 54.2 81.5 31.3 27.3 89.1 89.1 77.7 11.2 11.6 (2.3) (5.0) 9.0 1.6 2009 Percent of of Percent revenues 2.2 % 2.2 4.4 % 4.4 3.5 % 3.5 2.9 % 2.9 0.4 % 0.4 5.6 % 1.0 % 1.1 % Neg.
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39 2010 715 214 875 460 2009 2,189 2,107 1,077 1,388 6,809 17.5 % 17.5 15.8 % 15.8 - 112 311 913 2010 7,134 1,100 1,357 1,302 2,271 2,560 21.0 % 21.0 18.2 % 18.2 (x € million)(x Net debt position Balance sheet total Solvency Net liquidities, the balance of cash and cash equivalents minus current bank overdrafts, amounted to €913 million December at (year-end 31 2010 2009: €715 million). This balance was positively affected by in 2010 the net proceeds from the rights issue of approximately €240 million. A part of the cash and cash equivalents at December related31 2010 to the Group’s share in the cash and cash equivalents of building consortia and other partnerships, to the amount million of €215 (2009: million).€190 Interest-bearing debts amounted to €2,271 million at December (year-end31 million) 2010 and 2009: €2,107 the net debt position million to €1,357 (year-end 2009: million).€1,388 The largest part of debts consisted of non-recourse PPP loans, non-recourse project financing million), recourse(€1,245 project financing (€424 million), a senior loan (€360 million) and a subordinated loan (€200 million). The increase in debts was a consequence of increased financing of PPP contracts, increased recourse project financing and a higher foreign exchange rate of the pound sterling. On the other hand, debts decreased slightly as a consequence of decreased non-recourse project financing. In the 4th quarter the level of 2010, of guarantees provided by the Group with regard to equity-bridge loans for PPP contracts changed in such a way that, from now on, these loans will be classified as recourse loans. The recourse net debt position (exclusive of non recourse debts), forming an integral part of the leverage ratio in the bank covenants at Group level, was Interest-bearing debts Recourse net debt position Non-current assets Solvency excl. PPP Net liquidities Net working capital (excl. liquidities and current liabilities) Equity Capital base Financial position Dividend policy and proposed dividend for2010 Royal BAM Group endeavours to achieve a dividend distribution on ordinary shares of between 30 percent and 50 percent of the net profit. The proposal to the General Meeting of Shareholders, to be held in Amsterdam is to declare on April 20 a dividend 2011, for per ordinary2010 share or of €0.03 in cash (2009: €0.10) in shares. BAM willcalculate the number of share rights required for a new share in such a way that the gross dividend distributed in shares will be approximately 5 per cent higher than the gross dividend in cash. The proposal corresponds to a pay-out percent of 45 based on the net million. ofresult €15.3 The 2010 dividend yield of ordinary shares is consequently percent 0.7 based on the closing percent). cash (2009: price 1.4 For 2010, 2010 dividends will be proposed of €0.37086 on convertible cumulative preference shares and of €0.38346 on non-convertible cumulative preference shares. Result per ordinary share As a consequence of the rights issue, the number of profitsordinary entitlementto according increasedshares sharply and amountedin 2010 to approximately 231.8 million of shares at year-end There are 2010. currently shares. preference convertible of million 0.3 approximately Compared to last the year, average number of outstanding ordinary shares increased in 2010 to 204.2 million shares. For comparing the net results per share, the average number of outstanding ordinary shares before the rights issue was adjusted inaccordance with IFRS. Following the adjustment, the average number of outstanding shares and 2009 in 2010 was 204.2 million shares million and 172.2 shares, respectively. As a consequence of the limited profit in the net result2010, per ordinary share over this period When takingwas €0.08 (2009: into €0.18). account a full conversion of the convertible preference shares, the net result per ordinary share was €0.08 (2009: €0.18). In 2010, the GroupIn 2010, successfully issued just over 96 million of new shares. With this rights issue, BAM generated new capital to a net amount of approximately €240 million. The increase in capital reinforced the company’s balance and improved solvency. It also offered the Group a better springboard position to further expand its successful PPP activities. Rights issue 40 2010 31 December 2010, which is higher than the balance at balance the than 2010, higher is 31 which December at 18.2 percent was base capital the on based Solvency equity. in increase the equalled base capital the in increase 2010, the that so in change not did positions whose shares, preference the and loan subordinated the comprised base capital the above, described equity the to addition In (-/- million). €39 accounting of hedge effect negative the (€23and million) million), of the the positive exchange effect rate rise (-/- 2009 for €14 distributed (€15 dividend the million), 2010 for result net the comprised equity in movements the million), (€240 issue rights the to addition In million). (€875 2009 year-end at balance the to compared sharply increased it issue, rights the 2010 following and, €1,100 was 31 at December equity million Group’s The 2009. year-end with 2010 comparison in year-end at million €22 by improved capital working impairments, these excluding When positions. property of impairments the by affected 2010 in partially was capital working in decrease The million). €460 2009: (year-end 2010 €311 31 at was loans) of December million part current and liquidities of (exclusive capital Working 2010. in Netherlands the in losses tax to related assets tax deferred in increase an comprised also and assets PPP in increase the to predominantly related €2,189 increase The million). 2009: 2010 31 (year-end at December million €2,560 to 2010 in amounted and increased assets Non-current idem). (2009: financiers with upon agreed covenants the with complied 2010, idem). In Group 2009: the 2010 (year-end year-end at used not was facility senior (€475 The million). facility senior the and million) (€360 financing bank million), (€200 loan subordinated the facilities: credit three had 2010, Group year-end At the (€214 2009 million). year-end to compared 2010, €112 adecrease is 31 which at December million
these SPVs and non-consolidated interests (year-end interests non-consolidated and SPVs these in liabilities and assets other to regard with made was million €27 of investment anet addition, In million). €58 2009: 2010 31 (year-end at December million €77 consequently was position net The million). €670 2009: 2010 31 (year-end at December million €942 were and manner acomparable in increased loans PPP recourse (non-) related The 2010 million). €728 (2009: year-end €1,019 was at million proportion) current the (including assets PPP fixed financial and intangible of total The DIF). with venture joint to million, €104 (2009: equity of amount alimited with place took 2010, In million). €31 adisposal (2009: sterling pound the to regard with million €21 of rise rate exchange an was there €150 addition, In (2009: million). million €241 balance loans), on repaid minus granted (new loans activities PPP ongoing of progress the to predominantly related increase The million). €507 2009: (year-end 2010 in million €765 to increased receivables Total PPP million). €253 to million €32 (by concessions PPP in invested amount the in increase net the to entirely almost related increase The 2010 €818 (2009: year-end million. at million €850 to amounted assets intangible of amount carrying The (€93 million). (2009: million €97 to depreciation and million) €83 (2009: million €68 to 2010 in amounted investments Net million). €426 (2009: million €409 to slightly, decreased equipment and plant property, of amount carrying The positions sheet (other) of balance Development 15 of limit percent. lower the above well 20.4percent), 2009: 201031 (year-end December at percent 23.8 was and increased covenants, bank with accordance in ratio the solvency, recourse the Also 17.5 2009: 2010 (year-end percent). 31 at 21.0 December was and percent increased, also PPP of exclusive (15.8 Solvency 2009 percent). year-end BAM Utiliteitsbouw. BAM Netherlands). (the Noordwijk building, office Services Satellite
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
41 2010 The total position of provisions on the balance sheet (long-term and short-term) decreased million to €130 million).(2009: The €152 decrease related to a decrease in rental guarantees (€8 million) and a decrease in other provisions million). (€11 The balance of deferred tax positions on the balance sheet was an asset million of €108 (year-end 2009: €50 million). The increase related almost entirely to the tax loss in the Netherlands with regard to the net result for 2010. 2009: €4 million). The Group’s total net investments in PPP consequently amounted to million €104 (year-end 2009: million). €61 In addition, the Group had net investment obligations of million December€153 at (year-end 31 2010 2009: €128 million). The Group currently holds PPP contracts 31 in the order book of which (2009: are 21 27), (2009: 15) operational. The carrying value of associates increased to €211 million December at (2009: 31 million), €196 2010 predominantly as a consequence of the higher carrying value of the participating interest in Oord. Van With regard to construction contracts, the Group’s work in progress totalled million €452 on the balance sheet at December (year-end31 million). 2010 2009: The €617 balance consists of €901 million million) (2009: €1,074 payable to clients and €449 million (2009: €458 million) receivable from clients. Gross investments in property development amounted to €1,540 million December at (year-end 31 2010 2009: million. The decrease€1,714 related predominantly to impairments Project made in 2010. financing raised for property development also decreased and in 2010 amounted to €709 million December at 31 2010 (year-end 2009: €806 million). Of this amount, €402 million was non-recourse (year-end 2009: €503 million) and €307 million was recourse (year-end 2009: €302 million). The net position (gross investments minus financing) amounted to million €831 at year-end 2010 (2009: €908 million). Employee benefit obligations, after deduction of obligations with regard to pension rights, decreased to €9 million (2009: €57 million), predominantly as a consequence of contributions to the company pension funds. NewportNesselande, Rotterdam. AM (joint venture). 42 2010 • • 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. 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 year 2010 the financial during business of 2010 course the 31 and on December 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 expansion to its in-house expertise. in-house its to expansion avaluable as Group the to Carmans of addition the sees and years coming the in opportunities good offer to continue to market railway Belgian the expects BAM Kingdom). United the and Ireland Belgium, in active also is companies, sister local with together which, company, construction railway (BAM’s Dutch Rail BAM and works) railway including construction, infrastructure and road in specialised company operating (BAM’s Belgian Betonac with closely work will Carmans Belgium, In employees. fifteen about has Spoorwerken Carmans million. €5 approximately is turnover annual company’s The Flanders. in particularly works, peripheral related and railway of construction 1982 the in since specialised has Spoorwerken Carmans management. the by held were shares The Limburg). (Belgian Alken in nv Spoorwerken Carmans of shares the acquired has nv Group BAM Royal date sheet balance the After 2010. in acquisitions no made Group BAM Royal Acquisitions disposals and Acquisitions sum. acquisition the on commenting be not will parties The Van Oord. in share BAM’s acquire to MerweOord from amount same the worth offer an rejected has BAM transaction. that to consented has BAM and Van Oord company dredging in share 27.5 percent Capital’s NPM of MerweOord to sale the regarding agreement reached have MerweOord and Capital NPM reasons. strategic for share minority its of dispose to intention its stated previously has Group BAM Royal options. disposal increase to expected is which percent, 30 of maximum a to up offer on share total the bring to Van Oord in share BAM’s to add will MerweOord desired, so If Oord. Van in share 21.5 BAM’s percent acquire to candidate a for look jointly would they that company, investment family’s Van Oord the MerweOord, with agreed had it 2010 that mid-December in announced Group BAM Royal Disposals
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
43 2010 Report, the Executive Board describes the principal risks related to the company’s strategy, the organisation and operation of internal risk management and control systems in relation to the principal risks during the financial year and any significant shortcomings in the internal risk management and control systems that were identified during the financial any significant year, changes that were made and any significant improvements that are planned. The Group has implemented general risk-management measures in the form of internal procedures and instructions. Besides general risk-management measures, the Group has also implemented specific measures focused primarily on risks relating to market, reputation, safety, projects, currency, credit, debtors, interest and liquidity positions. These risks are discussed in greater detail on page of the and Annual 55 page 121 Report, along with the risk-management measures that the Group has taken. The risk section in the Annual Report contains a statement by the Executive Board on the risks of financial reporting, as referred to in provision of the Code. II.1.5 The Executive Board is subject to a set of rules approved by the Supervisory Board, laying down the details of how the Executive Board operates and its relationship with the Supervisory Board, the shareholders and the Central Works Council. The Executive Board rules have been published on the company’s website. The company operates a code of conduct and a whistleblowers’ scheme, both of which are published on the company’s website. The company’s Executive Board consists of four or five members, which is a number that the Supervisory Board considers appropriate in today’s circumstances, especially given the size and international nature of the Group. AprilOn 21 2009, the General Meeting voted in favour of voluntary application of the mitigated two-tier regime. As a result, after the relevant amendments to the company’s Articles of Association were approved by the General Meeting members April on 21 2010, of the Executive Board are now appointed by the General Meeting. The Supervisory Board has the right to make a binding proposal as regards nominees for appointment. However, the General Meeting can render the proposal non-binding, in line with best of practice provision IV.1.1 the Code, in which case the General Meeting is then free to fill the vacant seat on the Executive Board as it deems fit. Decisions by the General Meeting regarding 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 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 explained every year in the annual report. The Supervisory Board and the Executive Board subscribe to the principles and best practice provisions of the Dutch corporate governance code (hereafter ‘the Code’). The Supervisory Board and the Executive Board have a qualifying comment in respect of one of the provisions of the Code, and best practice provisions II.2.13 (performance criteria, variable remuneration) and II.2.8 (maximum severance payment) are not applied in full. See also the further details given below regarding the company’s compliance with and implementation of the Dutch corporate governance code.The full text of the Code can be found at www.commissiecorporategovernance.nl. Corporate governance 44 2010 annual remuneration report, which is also prepared by prepared also is which report, remuneration annual an compiles also Board Supervisory The Shareholders. of Meeting General the at approval for forward put is policy remuneration This policy. remuneration company’s the –regarding Committee Remuneration the by –prepared aproposal up draws Board Supervisory The supported. are details these of disclosure the as well as package remuneration the of composition the and Board Executive the of members to payable remuneration the of amount the to relating Code’s provisions The Code. the with accordance in website, company’s the on published are Board Executive the of members with contracts employment the of elements main The Group. the outside from Board Executive the join who members new with concluded is employment of contract Afour-year time. of period indefinite an for are Board Executive the of members of employment of contracts The period. indefinite an for is appointment their honoured; be will effect into came Code the before appointed were who Board Executive the of members with agreements contractual The years. four of period afurther for re-appointed be can Board Executive the of Members appointed. were they which in year the after year fourth the in held be to Meeting General Annual first the of conclusion the after retire They years. four of period amaximum for appointed are Board Executive the of members Code, the to Pursuant 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 aquota. 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 member a 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 cast. votes the of majority asimple require Board Executive the of membership for Board Supervisory the by proposed candidates by quantified performance criteria if, in its opinion, its if, in criteria performance quantified by remuneration variable the of awards conditional existing the amend to power the has also Board Supervisory The information. (financial) incorrect of basis the on adirector to paid remuneration variable the of) (any part reclaim to entitled is company the and accordingly remuneration variable the adjust can Board Supervisory the data, (financial) inaccurate of basis the on awarded is remuneration variable the where cases In hand. other the on competitors help may that information revealing not and hand one the on transparency between balance aproper achieve to strives company the report, remuneration the in stated be to remuneration variable on information the In criterion. performance aparticular being term short the as well as term long the in growth profit with margin, profit the of improvement further to given be must priority that feels Board Supervisory the set, are indicators these When which are relevant toindicators the Group’s objectives. Group, and in doing so considers andfinancial non intotaking accountratios within the remuneration thison remuneration the basis of scenario analyses, theof Board determines level and structure Supervisory The consequences forremuneration. the directors’ the and components remuneration variable the of results possible the analyses Board Supervisory The focus. long-term and short-term between balance aresponsible with influenced, be can that and assessable are that objectives predefined to linked be should it that is Board Executive the of members for remuneration the of portion variable the determining when premise The committee. remuneration the by recommendation a on based policy, remuneration the of framework the within Board Executive the of members the of remuneration the determines Board Supervisory The website. company’s the on published also is and Report Annual the in included is report remuneration the Board, Supervisory the by report the of part As years. financial subsequent the and year financial coming the for shareholders the by adopted policy remuneration the of 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 financial financial
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45 2010 Supervisory Board supervision exercise to is Supervisory Board the of duty The of affairs general the and policies Board’s Executive the of the company and the related enterprise. The role of the Supervisory Board is also to advise the Executive Board. The Supervisory Board, too, is guided by the interests of the company and the related enterprise, weighing the justifiable interests of the various stakeholders against corporate considers also Supervisory Board The other. each social responsibility in its assessments. The principles and best practice provisions relating to the Supervisory Board are supported. the Board, Executive the with meetings periodic its At including subjects, of number a discusses Supervisory Board tenders, major book, order (e.g. affairs of state general the legal and claims major areas, problem projects, special the on based reporting financial and proceedings) reports, (quarterly question in year the for plan operational cash and cash statement, income and sheet balance warranties). and investment capital equivalents, The agenda for Supervisory Board meetings also includes subjects such as major investments (both as regards acquisitions and disposals and as regards fixed assets), human resources, corporate social responsibility, the relationship with shareholders, the dividend proposal, reports,report,quarterly half-yearly and auditor’s the the external auditor’s management letter and follow-ups to settingwith operationalplan the letter, management that the operational and financial goals for the following financial year once (set a year) and approval of the strategic plan and the related parameter conditions (every third At least year). once the a year, Supervisory Board discusses the strategy and the principal risks connected to the business, the Executive Board’s assessment of the organisation and operation of the internal risk management and control systems, as well as any significant changes to those systems. A statement that these discussions took place is included in the report by the Supervisory Board. The Supervisory Board is subject to a set of rules laying down the details of how it operates and its relationship with the Executive Board, the shareholders and the Central Works Council. The Supervisory Board’s rules can be found on the company’s website. The Supervisory Board consists of five to seven members, which is a number that the Supervisory Board considers thecircumstances, given especially today’s appropriate in size and international nature of the Group. 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 of appointment is a maximum of one year’ssalary 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 does not have any share or options plans and there are no serious intentions to introduce such plans. If the company ever decided to introduce them, the recommendations Code’s would be followed. Principle and best practice provisions relating to conflicts of interest are supported. Any form or appearance of conflicting interests between the company and members of the Executive Board must be avoided. Decisions to enter into transactions that involve conflicts of interest between the members of the Executive Board and that are of material importance to the company and/or the Executive Board member in question must be approved by the Supervisory Board. The Executive Board’s rules set out in detail what action should be taken in the event of possible conflicts of interest. These rules govern such matters as what situations might constitute conflicts of interest, the manner in which members of the Executive Board are to report conflicts of interest, the impartiality of the Executive Board member concerned in relevant decisions and the Supervisory Board’s approval procedure. 46 2010 Supervisory Board and the members of the Executive the of members the and Board Supervisory the of members other the to regard with manner independent and acritical in behaving of and policy overall the of aspects main the assessing of capable be must member Each company. construction multinational alarge in well perform to needed experience the have must Board Supervisory the of members The profile. this with line in and balanced be must Board Supervisory the of composition The website. company’s the on published also is it and office company’s the at examine to shareholders for available is profile This 2009. 21 on April Meeting General Annual the at shareholders the with discussed was which aprofile, created has Board Supervisory The Code. the with line in is which Board, the of member one from apart Code, the of meaning the within independent being as qualify Board Supervisory the of members current the of all that out pointed be III.2.1, should it provision practice best in to referred 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 Council. Works the with and Meeting General the with changes) any of event (and the up in drawn first is it when 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 • include: assessments Committee’s Audit The Board. Supervisory the to meetings their all of reports submit committees The committees. the by out carried work preparatory the for and tasks its performs it which in way the for responsible remains 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 the of task the is It Code. the of provisions relevant the with line in are committees these of role and composition The website. company’s the on found be can committees these of composition the and rules The Committee. Appointments and aSelection and Committee aRemuneration Committee, Audit an namely committees, permanent three has Board Supervisory The Board. Supervisory the for managers company operating by presentations and companies operating Group’s the to visits working arranging by met be also will provision This III.3.3. provision in to referred as time first the for Board Supervisory the to appointed directors for programme introduction an provide will company The entity. legal alarge at disciplines accounting and finance the both in experience with expert afinancial members its among has Board The demands. occasion the as place chairman’s the in act to vice-chairman be to another and chairman, be to members its of one appoints Board Supervisory The gender. and age of terms in profile amended the with line into Board the of composition the bring to come, to years the in endeavour, will Board Supervisory The diversity. desired the reflect fully yet not does Board the of composition current The large. at society concerning and dimension asocial with issues to relating expertise and companies international preferably large, of management the in experience industry, construction the of knowledge business, of understanding broad-based ageneral, are composition its to Board the by applied criteria specific Other, advice. unsolicited and solicited Board Executive the give to able be must they and Association of Articles company’s the by and law by specified as Board Supervisory the of tasks the out carry must Board Supervisory the of members The Board. control systems; control and risk-management internal the of operation the
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47 2010 the acceptance of other positions by members of the Supervisory Board. possible conflicts of interest arising in connection with • The Committee also monitors the Executive Board’s policy on selection criteria and appointment procedures for senior management. Principle and best practice provisions relating to conflicts of interest are supported. The matters set out above in connection with the Executive Board apply equallyto the members of the Supervisory Board. The Supervisory Board rules set out in detail what action should be taken in the event of possible conflictsof interest. Thecompany has prepared rules as regards ownership of and transactions in shares by members of the Supervisory Board and members of the Executive Board, if those shares are issued by other companies. These rules are included in the BAM rules on ownership of and transactions in shares. If the transactions are not undertaken by an independent third party, members of the Supervisory Board and of the Executive Board report their ownership of and transactions in shares issued by listed companies established in the Netherlands which operate in sectors where the Group operates or in associated sectors. This includes companies operating as subcontractors, advisers or suppliers in the construction industry in the broad sense. Shareholders The Group supports the principles and best practice provisions in Chapter IV of the Code with regard to the shareholders and the General Meeting of Shareholders. Principle and IV.2 the ensuing best practice provisions concern the issue of depositary receipts for shares. No depositary receipts for shares in the company have been issued with the company’s cooperation. Royal BAM Group does not have any provisions limiting voting rights. One vote may be cast for every share held. The company’s capital consists of ordinary shares, Class F preference shares and Class B preference shares (not issued at present). The ordinary and the Class F preference shares are listed on Euronext in Amsterdam. Ordinary share options are also traded on the Amsterdam option exchange of Euronext.liffe. The Supervisory Board and the Executive Board consider it very important that as many shareholders as possible take part in the decision-making process in shareholders’ meetings. Notices convening the provision of financial information on the company’s part, including the financial statements, the quarterly figures and the process through which this information is generated; comments from the external auditor; compliance with laws and regulations and with its own code of conduct; selection criteria and appointment procedures with regard to members of the Supervisory Board and members of the Executive Board; the size and composition of the Supervisory Board and the Executive Board and a profile of the Supervisory Board; assessment of the performance of individual members of the Supervisory Board and members of the Executive Board; appointment and re-appointment of members of the Supervisory Board and members of the Executive Board; an Executive Board member’s acceptance of membershipofthe Supervisory Board ofanother listed company; • • compliance with recommendations andfollow-up to • 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. 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 remunerationthe remuneration and structure,of level the terms and conditions of employment of members of the members the of remuneration Executive the of and Board 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: • • • • • 48 2010 consolidated balance sheet. balance consolidated the on recognised assets the of amount the of athird least at worth interest aparticipating of disposing or acquiring and company the on effect asignificant have that partnerships long-term into entry business, the of ownership of transfer near-entire or entire the including business, the or company the of nature or identity the in changes important any concerning decisions for required is Meeting General the from approval Prior meeting. the at company the by answered be then will which meeting, the to prior company the to questions any submit to shareholders invites company The itself. meeting the at electronically place takes voting arule, As meeting. the of advance in voting of possibility the shareholders offers also company The place. takes meeting the before party third independent an to instructions, voting with aproxy, give to opportunity the shareholders its offers company The electronically. aproxy give to option their of advised also are Shareholders electronically. available also are forms these that and obtained be can forms instruction voting that ensures and proxy, by vote to option their use to shareholders invites company the convened, are meetings shareholders’ When views. their note can company the that so attend, to unable are they that meetings in heard be to voice their allowing for mechanism agood with shareholders provide to continues proxy by voting addition, In properly. work will communication of means these that certainty of degree the on greatly depends therefore communication of means electronic of use The procedure. ameticulous 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. 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’ put separately to the shareholders. the to separately put is authorisation an such of granting the for request Every Association. of Articles the and law the by imposed limitations the within company, the in shares repurchase to months eighteen of aperiod for Board Executive the authorise to year each asked is Meeting Shareholders’ The options. share ordinary of issuing the limit or exclude to and shares issued to rights pre-emptive limit or exclude –to Board Supervisory the of approval the to –subject asked also is Shareholders of Meeting General The companies. operating by or company the by acquisitions and mergers for exclusively used be may 10 percent additional which 10 percent, additional an plus capital, issued the of 10 percent to shares Fpreference Class and shares ordinary of respect in scope in limited also is It months. eighteen of aperiod to time in limited is authorisation This options. share or shares issue –to Board Supervisory the of approval the to –subject Board Executive the authorise to year each asked is Meeting General The meeting. ashareholders’ call to entitled are capital issued company’s the of 10 percent least at represent who shareholders addition, In meeting. the of day the before days sixty than later not request, the substantiate to reasons including message), electronic an includes (‘written’ effect that to request awritten receives company the if Meeting General the of agenda the on items place can million, €50 worth (ii) shares or capital, issued the of (i) 1percent least at represent jointly or own their on who Shareholders meetings. shareholders’ of agenda the on items put to entitled are Shareholders Meeting. General the to separately submitted be each will Association of Articles the to amendments Material Board. Supervisory the of approval the with Board Executive the by aproposal to response in votes of majority simple a by Meeting General the by adopted be may Association of Articles company’s the amend to Resolutions possible. as soon as reasons, its with together bid, the of respect in standpoint its announce publicly will Board Executive the sheet, balance consolidated the on recognised assets the of amount the of athird least at worth is bid that and interest, aparticipating or business the of part for announced been has bid private aserious that event the In
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
49 2010 All press and analysts’ meetings and conference calls in connection with the publication of the annual, half-yearly and quarterly figures are accessible to everyone via the Internet or by telephone. Shareholders’ meetings are open to the press and are webcast. All dates and locations of roadshows, seminars and the like are published on the company’s website. Financial presentations given to third parties are published on the company’s website where there is a material difference between these and previously published presentations. For six weeks prior to the publication of each annual report and three weeks prior to the publication of each quarterly and half-yearly report the company will be extremely reticent about conducting any conversations with investors, analysts or members of the press about the overall course of business at the company. The company does not review analysts’ reports or valuations by analysts in advance, nor add comments or correct them, except for matters of fact. The company does not pay any fees to any parties for carrying out 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. A proposal for approval or authorisation by the General Meeting will be accompanied by a written explanation including all relevant information. The agenda for shareholders’ meetings will state which of the agenda items are for discussion and which items will be put to a vote. Reports of shareholders’ meetings are provided to shareholders, as stipulated in the Code. Within fifteen calendar days after each shareholders’ meeting, the results of the votes, broken down by agenda item, are published on the company’s website. As regards the provision of information as stated in Principle of the IV.3 Code, the Supervisory Board and the Executive Board endorse the importance of providing transparent and equal information. The company endeavours to do so, subject to exceptions under the law. Carnegie Pavilion forYorkshire County Cricket Club and Leeds Metropolitan University, Leeds (United Kingdom). BAM Construction. 50 2010 auditor will be present at the Annual General Meeting 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 Report. 185 Annual page the 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 Group 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 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 for discussion purposes. discussion for Meeting General the to structure governance corporate the of features main the in changes substantial any submit always will company The 2009. April 21 on Meeting General the during shareholders the with discussed was structure governance corporate This organised. well is governance corporate Group’s BAM Royal that convinced are Board Executive the and Board Supervisory The years. consecutive seven of amaximum for statements financial Group’s the audit to allowed is audits required the performs who company audit external the in partner The information. that to react to opportunity the given is and based are figures half-yearly and quarterly the which on information financial the receives auditor external The advance. in attend to permission for Committee Audit the of Chairman the asking to subject Committee, Audit the of meetings other attend also may auditor external The figures. quarterly the and figures half-yearly the statements, financial the discusses Committee Audit the when present also is auditor external The Board. Supervisory the and Board Executive the to statements financial the of audit his of findings the from information same the reports auditor external The discussed. are figures half-yearly the and statements financial the which at Board Supervisory the of meetings the attends auditor external The Board. Supervisory the by report the in recommendation this includes and Board Executive the to 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
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51 2010 Vopak oil products storage terminal, Amsterdam. BAM Leidingen & Industrie (BAM Industrieservice), BAM Civiel, BAM Wegen, BAM Techniek, Tebodin. 52 2010 amount of share premium paid in on the financing 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 Articles the 6of 32 paragraph 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, Bank. Central European the by published and determined as Rate Offered Interbank Euro the to refers EURIBOR point. percentage one plus made is distribution the which for year financial the –during prevailed rates these which for days of number the to according – weighted months twelve of amaturity with loans market money for rates EURIBOR the of average the to equal be will above to referred percentage The made. is distribution the which for year financial the of start the at as shares those on up paid mandatorily amount the to below stated percentage the applying by calculated shares, preference 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 Abrief shares. Fpreference Class Band Class to relation in profit the of application the concerning Association of Articles the of 32 Article in specified scheme the from apart 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 the of 2004/25/EU number 10 Directive of Article implementing 2006 5April of Decree the of provisions the to relate explanation and information following The 10 Takeover Article on Decision Directive Table 9 may be used as a reference for the company’s the for areference as used Table be 9may Table 9 Number of outstanding shares in 2010 in shares outstanding of Table 9Number Issue of shares rights issue rights shares of Issue Shares in issue as at 31 December 2010 31 at as December issue in Shares 2010 1January at as issue in Shares 135,196,679 231,765,736 96,569,057 Ordinary 99.6% 99.4% 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 an amount of no more than three hundred basis points. basis hundred three than more no of amount an by reduced or increased be may percentages above The points. percentage two plus made, is distribution the which for year financial the –during prevailed rates these which for days of number the to according 12 –weighted of months maturity a with loans market money for rates EURIBOR the of average the to equal be will percentage dividend The FP8 to FP5 Series points. percentage two plus Lists, Prices Euronext the in published as concerned, series the of term the possible as closely as matching term aremaining with Netherlands the of Kingdom the by issued loans government euro on maturity to yield the of mean arithmetic the taking by calculated be will percentage dividend The FP4 to FP1 Series 346,276 346,276 CCPS’s 0.2% 0.3% 0 473,275 473,275 CPS’s 0.2% 0.3% 0 232,585,287 136,016,230 96,569,057 100.0% 100.0% Total
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53 2010 Date of last 1 November 2006 Wmz notification 16 November16 2010 31 December31 2008 19 November19 2009 5% since5% October 2005 February 1992 Interest above November 2010 December 2002 9.4 5.0 6.0 table 10. 10.2 Total Employee share plan or employee option plan The company does not have any employee share or employee option plans. Voting rights Each share in the company provides entitlement to the casting of one vote at shareholders’ meetings. There are no restrictions on the exercising of the voting right. The company’s Articles of Association contain the usual provisions in relation to intimation for the purpose of being acknowledged as a proxy at shareholders’ meetings. Where the company’s Articles of Association mention holders of depositary receipts or depositary receipt holders, whether named or bearer, this is understood to mean holders of depositary receipts issued with the company’s cooperation and also individuals who, under the terms of Articles 88 or Book 89, 2 of the Dutch Civil Code, have the rights accorded to holders of depositary receipts for shares issued with the company’s cooperation. Substantial interests The company is aware of the following interests in its equity, which are now reported under the provisions concerning the reporting of controlling interests under the Disclosure of Major Holdings Act (‘Wmz Act’), which has now been subsumed within the Financial Supervision Act. See Special control rights The shares into which the company’s equity is divided are not subject to any special control rights. preference shares, nor renounce the voting rights relating to them, without permission from the company. Please refer to et pages seq. 185 of the Annual Report in relation to the reasons behind protecting the company and the manner in which this is done. Table 10 Interests 10 Table of 5 percent or more according to the AFM register of substantial shareholdings (as a percentage)(as ING Groep Governance for Owners LLP A. van Herk Delta Lloyd Levensverzekering (Aviva) Limitation on thetransfer of shares The company has no limitation, in terms of the Articles of Association or by contract, on the transfer of shares or depositary receipts issued with the company’s 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, excluding those Class F preference shares already in issue. The scheme is included in order to offer the company the facility – because of the specific purpose of issuing these shares, namely the acquisition of finance or achieving protection – of offering the holders of these shares an 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 Group have agreed the company will not proceed to issue these shares or to grant any rights to purchase them to anyone other than the said foundation without the foundation’s permission. B Class encumberany or of dispose not will foundation The The above percentages 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 reserves. The part of the profitthat remains afterwards is at the disposal of the General Meeting, subject to theprovision 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. 54 2010 The General Meeting held on 21 April 2010 21 on granted April held Meeting General The 2011. in Meeting General Annual the of agenda the on placed be again once will authorisation this grant to 2010. 21 of April Arequest Meeting General the of agenda the on placed not was sentences previous the in to referred 2010,year authorisation the financial the in issue rights the of part as shares ordinary purchase to options grant or issue to Board Executive 2010 21 of the to April Meeting General the by given authorisation the of Because 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 F preference Class and shares ordinary issue to 2009 21 on April held Meeting General the by authorised was Board Executive The duties. Board’s Executive the of description detailed amore for Governance’, ‘Corporate headed section the in report, Board’s Executive the of seq. 43 et page to made is Reference regulations. and legislation from arising those are powers Board’s Executive The Board. Executive an by managed is company The Board Executive the of Powers Board. Executive the of members and Board Supervisory the of members of dismissal and appointment the of explanation detailed more a provides Board Executive the by report the of seq. et 43 page on governance’ ‘Corporate headed section The nomination. of right the having Board Supervisory the with Board, Executive the of members the appoints also Meeting General the above, to referred as Association of Articles the of amendment the Following Board. Supervisory the from arecommendation on based Board, Supervisory the of members the appoints Meeting General The regime. two-tier mitigated the apply to Association of Articles company’s the amend to resolution a 2010 21 on approved April Meeting General The Board Executive the of members and Board Supervisory the of members of dismissal and Appointment 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’ Supervisory Board. Supervisory the by approved and Board Executive the from 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 respect. this in Association of Articles the by imposed limitations the within company, the in shares repurchase to months eighteen of aperiod for Board Executive the to authority the parties include parts of the Group. Partly because 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 Oord. business is regarded as a significant competitor of Van receipts for the shares in the equity of a company whose more than 15 percent of the issued shares or depositary otherwise has an economic interest in and/or control of at the same time direct or indirect holder of, and/or ordinary shares in the equity of Royal BAM Group, and is the ordinary shares or depositary receipts for the of 15 than percent more holding indirectly or directly is investor, institutional an being not party, third any that apparent comes it as soon as applies rule A similar Van Oord. in shares ordinary the to relating dividends to entitled be not would and Van Oord in control of rights exercise to able be longer no would Group BAM Royal acase, such In Van of Oord. competitor asignificant as regarded abusiness in control the of majority indirect or adirect has party third that which of terms in rules, 1(1)(d) merger on Article in decree SER the of defined as party athird to Group BAM Royal over control of atransfer is there if Van of Oord shareholders other the to Group the by held Van Oord in shares ordinary the offer to obliged be will Group BAM Royal that specifies clause This holding. a21.5 has percent Group the which nv, in Van Oord company dredging the of shareholders the among concluded agreement the in included is Group BAM Royal to relating clause A change-of-control agreements major in clauses Change-of-control
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55 2010 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 customary in the industry. The Group applies a stringent policy designed to manage and limit both existing and future risks as far as possible. This policy is explained in the following section. Financial risk factors (namely currency, credit, price, liquidity and interest risks) are addressed explicitly in the financial statements et seq. on page 121 In addition to general management measures, such as internal procedures and instructions, the Group has also implemented specific measures aimed at controlling defined risks. These measures go hand-in-hand with an adequate reporting system and short lines of communication. As regards financial reporting risks, the Executive Board considers that the internal systems intended for managing and controlling risks provide a reasonable degree of assurance that the financial reports do not contain any material misstatements. Therisk management and control systems have operated properly during the year under review and no shortcomings were found in these systems, or how they operated,which might material have consequences thein financial2010 year or the current financial The year. developments at AM are discussed later in this Annual Report. It is therefore reasonable to conclude that there are no indications that the risk management and risk control systems will not work properly in the 2011 financial No major year. changes are therefore planned to these systems inthe financial The year. Group cannot, however, guarantee that no risks will arise. Similarly, this does not means that the risk management and control systems do not require further improvement. Optimising internalriskmanagement andcontrol systems remains an result Executiveimportant may the which Board,for issue in further improvements or expansions in the systems. Theproperty markets were hitthehard economicby crisis2009in and the difficult market circumstances resultedimpairmentsin and provisions onproperty projectsAMtheat in financial The2009. year Supervisory Boardand the Executive Board were obliged taketo far-reachingmeasures. As result, propertya AM’s activitieswere merged with those BAM of Vastgoed to formsingle a organisation, ledthe managementby of 2010. financialyear the beginningof the at Vastgoed, BAM Change-of-control clauses in employment contracts No agreement has been concluded with directorsor employees of the company to provide for a severance payment on termination of employment resulting from a public bid for the company. the total size of the Group, these clauses are not considered significant within the meaning of the Decision on Article Directive. Takeover 10 Ibn Battuta Gate: 80,000 m2 of office space, 156 apartments and a hotel (396 rooms), Dubai, United Arab Emirates. BAM International (joint venture). WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
57 2010 Market risk Royal BAM Group generates income in various geographic markets and by carrying out a range of different types of activities. The Group’s financial performance depends partly on the economic climate in the countries in which Royal BAM Group operates. General management measures The Group’s risk management and control systems involve the use of various instruments. One general management instrument consists of instructions from Royal BAM Group to the management of the operating companies. These instructions set out such matters as limits for commitments to be entered into in connection with investments and the acceptance of new projects. These guidelines also define the powers invested in the operating company managers and lay down quality requirements for fundamental management measures. These management instructions are reviewed annually, and if necessary adjusted. A second general management instrument consists of the guidelines for the organisation of the financial reports of the operating companies, and for the procedures to be followed in connection with those reports. A third general management instrument employed by the Group involves budgeting, reporting and (internal) control systems. The entire Group uses uniform guidelines and accounting policies, which serve as the basis for all financial and management reporting. The Group has uniform, a COSO-based internal control framework to support its financial reporting. In addition to the extensive quarterly reports, which include detailed monitoring of the forecast and results already achieved by the operating companies, the operating companies provide interim reports of any deviations from the expected financial results and movements in cash positions, orderbook, turnover and results. Besides general control measures, the Group has also implemented specific measures. These are focused primarily on risks relating to market, reputation, safety, projects, currency, credit, debtors, interest and liquidity positions. These risks are discussed in greater detail either below of the or on financial page 121 statements, along with the control measures that the Group has taken. the increasing number of projects being postponed or stopped and the ongoing delays, reductions and austerity measures taken in projects that were already in operation. Against this background, it was decided that an impairment on the property positions of the new AM and subsidiaries was unavoidable. The events at AM can be attributed to a significant extent to the extreme circumstances on the property markets. In retrospect, however, it is clear that the former AM management team were also too optimistic about developments on the Dutch property market and as a result were late in reacting to the changing market circumstances. The management and control systems were assessed in light of the developments at AM to determine whether any changes were needed. The Board concluded that the events at AM are not a reason for changing these systems. As stated previously, the events at AM were caused above all by the extreme circumstances on the property markets and also by the fact that the conditions of the takeover in 2006 did not require AM to introduce BAM’s management and control systems for three years following the takeover. BAM is investigating whether certain aspects of the systems could be made more effective, however. It should be noted in this regard that an assessment of the opportunities on a largely long-term market such as the property market remains a highly subjective task. The Executive Board is convinced that the new management team at AM has a realistic view of the opportunities on the property market in the Netherlands and a healthy level of ambition in line with those opportunities. The principal risks and the organisation and operation of the internal risk management and control systems pertaining to these risks are described below. These matters have been discussed by the Executive Board with the Audit Committee and the Supervisory Board. Whereas there was still the cautious expectation in the first half financial of the 2010 year that rock bottom had been reached, the Dutch residential market continued to show no signs of recovery in the second half of the On theyear. contrary, the outlook worsenedbecause of 58 2010 PPP contracts in which the Group is involved. is Group the which in contracts PPP of number the in increase the by shown is This flows. cash predictable more generating 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 of announcement the following countries home Group’s the of many in contracts on back cut to pressure under currently are bodies Government spending. extra of form the in schemes incentive government from recently regard this in further benefited also has Group The bodies. government by awarded are question in contracts the –because sector infrastructure the in –especially cases many in limited are turnover Group’s the on economy the of effects The risks. project under described are risks the reduce to implemented measures control The portfolio. property the on impairments and units unsold of stock the in increase an in result can issues These concerned. is space office where especially market, property commercial the on levels vacancy structural are There confidence. consumer affect that factors key are home one’s own owning of affordability the about and tax-deductible be should interest mortgage whether about debate The Netherlands. the in awhole as sector construction –the extent alesser –to and sector property the of state the determine that factors the of one is market housing the in confidence Consumer The Executive Board has appointed aCentral appointed has Board Executive The revisited. regularly is subject the activities, day-to-day of part afundamental 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 BAM Royal 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, clients, that confidence The reputation to Risk 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 scheme’. The 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 officer This Officer. Compliance Safety risks Safety adjustments to the risk mark-up in the contract 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 A quantitative 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 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 companies operating the of systems management safety the whether monitor to order in 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 about instructions proper with employees providing and systematically projects preparing designs, sensible using by possible as much as controlled are risks health and Safety injuries. and illnesses occupational accidents, prevent to required measures the implementing at aimed policy a 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
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59 2010 in financial and in 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 cooperation and management of price risks to work well, suppliers need to be involved in the project at an early stage. This cooperationis set out in framework contracts, which set out agreements about feesand conditions (such as times to delivery, 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 – including 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. This is a legal form under which all parties are jointly and severally liable for mutual commitments connected with the performance of the project. Royal BAM Group mitigates the resulting risk associated with construction partners by only entering into joint ventures withsolid 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 far as possible that payments made by the client match at least 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. Bids for major projects or projects involving exceptional risks are submitted to the Executive Board for prior approval. During the implementation phase, the project team periodically and systematically assesses the opportunities and risks attached to the project. If necessary, the project team takes measures to mitigate newly identified risks with particular attention being paid to the quality of the construction work to be completed, avoidance of construction faults and timeliness of completion. Project Managers submit reports on progress, the main possibilities and risks associated with the project, the quality and the financial aspects to their regional office manager, who in turn reports at least on a monthly basis to the operating company managers. They, in turn, report to the Executive Board, through the information systems described above. Whether or not projects, once taken on, are completed successfully depends to a great extent on the quality of the staff and the management. Royal BAM Group pays particular attention to its human resources policy – as described on page 64 of this Annual Report in – order to 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 required for the projects is based on standard documents as far 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 raw material 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 a guarantee issued 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 60 2010 assessing the specific risks connected with 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, concession and PPP to attached risks the of assessment its In Board. Executive the of approval prior the without accepted be may contracts concession or PPP No work). construction of commencement expected the until time the for (allowing value market current the most at reflects purchases land of value book The execution. project phased of asystem implementing by minimised is risk inventory the Instead, practice. common not is –pre-letting property commercial in active only is BAM –where Kingdom United the In Ireland. and Belgium in apply also Netherlands the in work construction starting before rules general The build. to obligation unconditional an is there where past the from projects construction residential of anumber includes still however, book, order AM The sold. or let been has project the of part alarge or sold been have units of number asubstantial until projects other or residential on start not does construction that is rule general the Netherlands, the in projects For Director. Investment Property Group’s the by analysis an and concerned company operating the from proposals project on based risks, these regarding adecision takes Board Executive The cases. all in Board Executive the of approval prior the requires risks development project of Acceptance concluded to the satisfaction of all concerned. However, concerned. all of satisfaction the to concluded are discussions these of Most work. the for level quality required the and date completion the variations, contract e.g. projects, construction for arrangements financial the about discussions in involved are industry construction the in working Companies risks Other 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 Insurances €20 million as compensation for costs incurred. The incurred. costs for compensation as million €20 than more for client the against aclaim lodged Freytag & Wayss 2006. January in contract the terminated also turn in client The costs. of reimbursement and period construction the of extension an for claims & Freytag’s Wayss with deal to refusal and obligations payment its fulfil to failure client’s the of aresult as 2006 of start the at contract the terminated &Freytag Wayss client. the by supplied information the with variance at conditions ground by confronted was Ingenieurbau Freytag & Wayss Lumpur, Kuala Tunnel in North SMART the for tunnel abored of construction the during 2005, In future. the in consequences financial negative substantial no be will there that believes Group the information, current on Based years. several take to expected is bankruptcy AGIV’s of and proceedings these of settlement AGIV. of The shareholder aformer against one including actions, legal of anumber commenced has receiver The suspended. been have AGIV against pending proceedings legal the aresult, As bankrupt. 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 1997 where 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 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 anumber in involved is too, Group, BAM Royal proceedings. legal in ending adiscussion avoid to impossible is it cases some in
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61 2010 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. client lodged provisional counterclaims amounting to €5 million. The independent dispute adjudicator, in the contractually prescribed procedure, has now held that Wayss & Freytag was entitled to terminate the contract. The proceedings are ongoing. Based on the present state of knowledge, the Group considers that the provision that has beenmade is adequate. of the Group’s operatingTwo companies, partly in combination with third parties, are claiming payment from the client, the State of the Netherlands, of invoices for insulating homes around Schiphol Airport. A dispute has arisen between the construction companies and the client in relation to the final settlement in the amount of more than million. €10 The construction companies are also claiming compensation for loss sustained as a consequence of reduced construction volume and increased construction site costs due to disruption of the construction process. The State is making a counterclaim of approximately the same amount. The dispute regarding the final settlement is in arbitration. The Group is assuming, as matters currently stand, that no substantial adverse financial consequences will result from these legal proceedings. On 3 March 2009, during construction work on part of the metro system in Cologne, several adjacent buildings – including Cologne’s municipal archives building – collapsed.residents Two were killed. Wayss Freytag & Ingenieurbau is a one-third partner in the consortium 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 part of 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 propertyis 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 this event. In 2002, the European Commission commenced an investigation into possible competition-law 62 2010 sustainability into concrete projects. concrete into sustainability in expertise Group’s the translating by and basis daily a on areas countless in responsibility social corporate of principles the implementing by subjects these of all on focussing are employees their and companies Operating owner. the for value future generates and phase occupancy the in costs operating lowers environment built the in management Energy chain. process entire the throughout but phase, production the in of raw materials and the level of CO of level the and materials raw of consumption the reduce to helps construction Lean and construction virtual of use The procedures. internal its improve to measures taking also is BAM offices’. ‘passive and homes) affordable and comfortable efficient, (energy Groenwoningen W&R road, zero-emission the as such BAM, by developed concepts of form the in alternatives sustainable customers offers Group The environment. local the on effect positive a even or aneutral have can area one within combined functions multiple that knowledge the in development area integrated in active is BAM example, For footprint. apositive achieve to possible is it that vision the on based concepts developing is BAM occupants, the for possible as high as be will level quality the that and environment natural the on possible as impact little as have will projects that certain be to order In process. construction the of stages all at solutions sustainable responsible, providing by returns sustainable customers offer to is ambition Group’s The sector. property and construction the in role apioneering playing continue to aims BAM responsibility, social corporate of terms In activities. Group’s the by affected be will generations future that means also This whole. a as society on and environment natural the on effect an have therefore and environment living the of quality the for important fundamentally are transport and care health schools, housing, as such markets in customers its for BAM by out carried projects The reactions. negative and positive both cause can which landscape, the change activities building that aware is Group The sustainable. more society making to acontribution make to wishes and society in role acentral plays Group BAM Royal Policy responsibility social Corporate 2 emissions, not only not emissions,
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63 2010 emissions is 2 than an electrical 2 emissions and – where 2 emission level reported by the Group does not 2 possible – to take action accordingly. therefore directly reflect the Group’s efforts to reduce its carbon footprint. Nevertheless, the Group considers it important to measure CO Sustainability Report BAMhas been publishing separatea Sustainability Report whichsince allows 2007, the Group to report as transparently as possible about sustainability issues and corporate social responsibility. The sustainability report is compiled in accordance with the guidelines of the Global Reporting Initiative Royal (GRI). BAM Group believes that its Sustainability Report satisfies 2010 the requirements of level of the B+ GRI guidelines. Interested parties can download sustainability the 2010 report from the BAM website or ask the company to send them a hard Please copy. refer to this separate sustainability report for a more thorough explanation of the various focal points identified by BAM in relation to corporate social responsibility. The examples given in the Sustainability Report 2010 show that corporate social responsibility is now deep-rooted at BAM. Many employees start initiatives in this area, which produces a large number and a wide range of different activities. and/or mechanical contracting project, for example. The CO 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. The Sustainability Reportexplores this issue in detail. BAM made progress in all of these areas during the year under review. It should be noted in this regard that the reported level of CO linked to the size and type of project. A soil remediation project emits significantly more CO Integrity (doing business honestly); Customers (customer satisfaction); Communication with the neighbourhood (good contacts with the local residents); Employees: health safety; & Employees: equality and diversity; Employees: education and training; Process chain partners (working with partners to promote sustainability in the process chain); Energy (limit energy consumption and therefore also impact on the climate); Raw materials (limit the use of raw materials and the creation of waste); Environment (limit the effects of building activities on the natural environment); Innovation (develop sustainable solutions); Sustainability as a business opportunity (because the demand from the market will increase). 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. 8. 9. 10. 11. 12. The objectives were drawn up based on dialogue with stakeholders. If these issues are to be tackled effectively, it is essential to maintain focus. The Group therefore prioritises the achievement of progress on safety, reducing the Group’s carbon footprint and waste An increased focus on sustainability requires an integrated approach, taking into account the long term through life-cycle costing (‘integrality’). Against this background, BAM is working with numerous partners in the construction process on new and sustainable forms of cooperation. 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. 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 inorder to embed an awareness of sustainability issues in the organisation. The principles were agreed with representatives of the Group’s main stakeholders. The Business Principles were extended and tightened in 2010. 64 2010 • • • • • • are: management resources human Group’s the of cornerstones The People’. on Building ‘BAM: motto the under capital’ ‘human the developing further and retaining on focuses policy resources human Group’s BAM Royal returns. and position market our also thereby and projects Group’s the of quality the decide employees our of qualities The people. on building about all is Construction management resources Human from courses that are relevant to BAM’s activities. activities. BAM’s to relevant are that courses from students selected hundred two approximately for time second the for organised was day in-house BAM large 2010, a November In excursions. company organising and lectures guest giving fairs, company in part taking establishments, educational to visits regular including market, labour the with systematically communicated still 2010, Group in BAM Royal continuing market labour the in circumstances positive less of spite In market labour the with Communication shortly. Services HR using start would 2010 in they that promised also companies operating Other companies. operating Dutch six to services administration pension and administration salary and payroll services, HR providing currently unit business anew as Services HR of growth further the was review under year the during development A major Services HR BAM discovery of talents in the Group. the in talents of discovery timely the and qualities personal of development the rotation, job for scope with policy development management and development career a concrete entrepreneurship; and expertise as such themes on particular in focusing levels, all at employees for programmes training fields; of range awide in people talented of attention the to Group the bring to market labour the to approach a proactive competences; personal and experience expertise, as such qualities personal of development the about as well as goals commercial and targets results-related about agreements clear of means by performance ‘steering’ package; conditions employment challenging and attractive an crucial; are procedures professional and dimension human the which in conditions, working good offering by employees good retaining inducted into the programme in 2010. 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 operating company management teams. management company operating the of chairmen the by selected were participants The Group. the within positions senior up take eventually to potential growth the with 10 above and group job in employees female for specifically launched was Programme Empowerment Female BAM The workshops. and days themed sessions, training and courses practical for Vakschool BAM to –went total in employees 3,250 –approximately 130 groups 2010. –in than site More Lelystad the at based is – which Vakschool’ ‘BAM centre training BAM’s of use extensive made Netherlands the in companies BAM Fellow report. sustainability the in detail greater in discussed is that institute training employee an is School 2010. Business in BAM The Navigator Career the of deployment the continue to together closely worked School Business BAM the and companies operating the Department, HR The development. further for areas including choices, career their on employees advise to used is and parties third of number a 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 within involvement Employee management talent and management Performance
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65 2010 Worker participationWorker European Works Council The subjects discussed by the European Works Council (EWC) included the 2009 Annual Report, the 2010 half-yearly figures, the BAM Safety integrity, Day, and BAM’s strategic agenda. The EWC was also informed about BAM Plaza and SharePoint. The executive committee of the EWC consists of E. Dedden (Netherlands, Chairman) and Deputy Chairmen Dausener (Germany)F. van and Dessel W. (Belgium). Central Works Council The Central Works Council (CWC) in the Netherlands spent a lot of its time in the year under review addressing subjects such as corporate social responsibility, diversity, the Annual Report for 2009, the social report for 2009, pensions, the evaluation of the code of conduct for 2009, and the strategic agenda 2010-2012. suggestionsTwo for initiatives previously submitted by the CWC (company fitness programmes under fiscally advantageous conditions and attending the ‘Pension in Sight’ course) were also finalised and introduced in 2010. The CWC addressed two requests for advice regarding the formationof the new business unit HR Services and the consolidation of technical ICT management in a new business unit at Group level. The CWC’s advice was positive in both cases. The CWC will follow both developments as agreed with the director representing the company. The CWC also approved the request to install closed circuit TV monitoring at the offices in Bunnik. The CWC was informed about the phased introduction of the work-related costs scheme per operating company. theAt the CWC end of 2010, comprised Messrs. J. van Akkeren, H.B.C.M. Ansems, H.C. Beeren, A.A.J. van den Bosch van (Vice-Chairman), den Broek (second P.T.J. Secretary), 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, Oudendorp,F. W.G.H. Peeten, W.L.H. Philippens, H. Vanmulken (Secretary) and van P.A. den Wollenberg. Ms E. Bout-Hieselaar is the official secretary to the CWC and the EWC. An employee survey was launched at various operating companies in the Netherlands in an attempt in 2010 to learn BAM employees’ views on major aspects of involvement in corporate objectives and the extent to which they are inspired to achieve these objectives. Employee surveys 66 2010 16 percent in health care. health in 16 percent almost of increase an hand other the on but segment, office the in 33 percent than more of drop a further see to 2011 predicted is segments: various the between differences 2011.in significant be will there However, projects non-residential new by up taken share market the in drop a2percent forecasting is EIB The years. few next the in improve to expected not also is which sector, private the by spending of level low the was factors main the of One percent. 30 20 and between by part most the for fell output segments, other all In spending. in growth modest showed segment healthcare the in build new Only review. under year the in 16 percent almost by decreased build new Non-residential crisis. economic the before years the in demonstrated capacity the below 20 percent than more is years few next the for output growth, forecast this Including 2012,and respectively. 2011 in 4.7 percent and 4percent by grow to forecast is market the market: residential the for outlook shortterm improved an predicting is EIB The 10 percent). of 2010 in afall 17 than (2009: percent more by fell homes new of output the EIB, the to According hard. especially hit were build new non-residential and residential 2009, in as but, industry, the of sectors all in felt was industry building the in 2010. in contraction 1.8 by The percent grew economy Dutch The 9percent. than more by decreased output (EIB), building Industry Building the for Institute Economic the to 2010. in year According difficult a suffered Netherlands the in industry building The Netherlands years. subsequent for assumed is growth average same The countries. various the for 1.5 of 2.0 percent to 2011for abandwidth assumes forecast The markets. home 2011 five Group’s the for for forecast is growth average 1.7 same percent The Report. Annual last the in forecast economy the of stabilisation the on improvement an is growth This 1.7 of percent. growth average an with (Germany) percent 3.5 and (Ireland) zero between of economy their in agrowth experienced Ireland) and Germany Belgium, Kingdom, United Netherlands, (the markets home five Group’s the review, under year the In barometer industry Construction few years. few next the for forecast is percent 0.5 of growth Limited measures. stimulus government and market private the to 2010, in particular in due 2percent than more by grew market construction non-residential German The period. 2011-2013 the for forecast is annum per 2 percent 1and between of growth and stable is term medium the in industry construction German the for outlook The review. under year the during 3percent than more by Germany in increased output Construction Germany 2012 from onwards. contract to expected is which segment, road-building the is exception only The projects. infrastructure large of anumber on extent 2011-2013 the for asignificant to based period, annum per 5percent 3and between of growth further forecasts Euroconstruct favourable. are years few next the for Prospects growth. strong showed segments All review. under year the in UK the in market engineering civil the on 15 than percent more by increased Output recovery. of signs showing is 2011-2013 sector private UK The period. the for sector non-residential UK the of contraction aslight forecasting is Euroconstruct why reasons the of one is This sectors. education and care health the in impact aparticular have will cuts these and years few next the for cuts spending significant very announced has government British The segment. education the in increase 17 percent almost an by caused mainly was increase This review. under year the in UK the in 0.6 percent by increased output Non-residential build. new non-residential and residential in growth also was There market. engineering civil the in growth strong to due mainly was which review, under year the in 3percent almost by increased output building UK Kingdom United 2013.and 2012 in growth limited by year, followed coming the for output in decrease slight afurther predicting is EIB The pressure. considerable under is spending government local but level, high arelatively at remains investment government 2010. in Central percent 5.5 approximately by fell market engineering civil Dutch the in Output
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67 2010 The Irish civil engineering market shrank by almost percent Allowance13 in 2010. has been made for the market to shrink by 30 percent in total over the period,2009-2012 which means that a further decline in output can be expected for the next two years. The German civil engineering market grew by almost 4 percent partly in 2010, because of the government’s stimulus measures. Slight contraction is forecast for the next few yearsbecause of financial cutbacks at local government level in particular. Belgium Construction output fell slightly in Belgium due in 2010 mainly to a reduction in residential and non-residential new build. In contrast, output grew strongly on the civil engineering market. A growth in output is forecast in the construction and civil engineering market over the next few years. The Belgian non-residential market shrank by almost 3 percent Investment in 2010. in new build fell by more than 6 percent. The amount of new build in the non-residential sector is expected to fall again in 2011. however, recoveryAfter is forecast 2011, in the non-residential new-build market with growth of 2.5 to 3 percent. Output on the Belgian civil engineering market grew significantly by 6.5 percent, one of the main reasons being higher-than-expected local government spending. The outlook for the next few years is positive. Euroconstruct isforecasting growth of approximately based largely and5 percent 2012, on the in 2011 ongoing recovery of investment in road building. Ireland According to Euroconstruct, the Irish economy remained stable during the financial whereas year, construction output shrank by more than percent. 28 This contraction occurred in all sectors. Construction output is forecast to continue with falling in 2011 growth only returning Construction in 2012. output has therefore shrunk by an average of 60 percent compared to the level before the economic crisis. Output on the Irish non-residential market has dropped by 60 percent in the last two years. Only spending on new build in education and in health care has remained around the normal level. Spending fell sharply in all other segments. A major contraction in all segments is also Government forecast cutbacks for 2011. will result in less spending on new build in the education and health care segments – by which as well. time In 2012 construction output will be percent 70 below the 2009 level – non-residential output will show signs of a cautious recovery. West Herts College, Watford (United Kingdom). BAM Construction.
Construction
Key figures Construction sector
(x € million) 2010 2009 Revenue 3,211 3,528 Result before tax 95.1 77.7 Margin before tax 3.0% 2.2% Order book (year-end) 4,657 4,468 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
69 2010 In spite of substantially reduced percent revenue (-16 compared to 2009), the German non-residential construction company BAM Deutschland achieved its best-ever result. Continuing the successful selective contracting policy did cause the orderbook to shrink slightly during but it still 2010, remained sufficiently large percent (83 of forecast is already revenue for 2011 in the order book). In Belgium, a reduced but still good result compared to 2009 was achieved from lower percent revenues ( -13 compared to 2009). The order book contains a substantial amount of work because several sizeable contracts were including won in 2010, Résidence Palace (theprincipal seat of the European Council) and the NATO headquarters, which provides a sound basis for thenext few years. The Dutch operating companiesin the construction sector posted good results Revenue from in 2010. non-residential construction in the Netherlands increased slightly, while revenue from Dutch residential construction fell by approximately percent. 28 However, the Dutch companies were still able to achieve good margins because they intervened and took action in good time. The extra focus on in-house, innovative concepts ‘Vitaal (e.g. Zorgvast’ real estate for the health care sector, ‘OfficeUp’ modernised office buildings and ‘W&R’ homes) clearly contributed to the good margins. These concepts were one of the factors that helped to keep the order book stable inthe Dutch construction sector. United Kingdom revenue (measured in pound sterling) fell by 7 percent compared in 2010 with 2009. An improvement in margin resulted in a profit contribution that was similar to performance in 2009. The economic conditions in the UK construction market are starting to be hit by the consequences of the spending cuts announced by the British Government in October 2010. Major regional differences in UK construction activity are now very apparent. BAM Construct’s order book (in pound sterling) remains stable. The unique approach of BAM Construct UK to offering customers a combination of in-house design and construction services continues to provide new business opportunities. Royal BAM Group is active in the Dutch, Belgian, British, Irish and German construction markets. In addition to carrying out non-residential construction contracts in all the home markets, BAM operating companies also carry out residential construction contracts (mainly in the Netherlands and Belgium). BAM International carries out non-residential construction projects in theMiddle East and Indonesia in particular. 70 2010 BAM Utiliteitsbouw. BAM Hague. The building, Council District Leyweg of the Teylingereind forensic centre in Sassenheim. in centre forensic Teylingereind the of extension the and Nijmegen in hospital Radboud new the venture), ajoint (in Hague The in building Affairs Internal and Justice of Ministry the Breda, in centre treatment and care Elisabeth new the venture), ajoint of (as part Arnhem in terminal transport apublic 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 project a is OfficeUp sector. care health the in maintenance and realisation development, for responsible is ZorgVast Vitaal accommodation. for demand of level 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 company’s The customers. our for value added substantial represents This expertise. management project and structural architectural, of form the in support significant provides employees, 120 approximately has which &Engineering, Advies BAM bureau, engineering and consultancy in-house The 1,700. approximately of aworkforce has company The Projects. Major for unit business a national 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 Renovation of 284 houses in Tuinwijk, Groningen (the Netherlands). (the Groningen Tuinwijk, in houses 284 of Renovation BAM Woningbouw. BAM is deployed for structural designs and architectural architectural and designs structural for deployed is &Consulting Engineering residents. with communicating and performance energy costs, housing on particular in focussed and concept W&R the on based unit, business W&R-Renovatie the of establishment the to led stock existing the for concepts housing for demand The price. fixed and affordable an at time completion ashort within housing comfortable build to possible it makes Woningbouw BAM flexibility) and co-makership on based process construction (a standardised ‘W&R’ concept housing tested and tried its With consumer. housing the on focussed is vision company’s The 1,600 people. of atotal employs company The contracts. renovation and &maintenance service construction, development, consultancy, out carries Woningbouw > BAM leader market Weert, and Rotterdam Utrecht, Drachten, Deventer, Hague, The Breda, Amsterdam, Alkmaar, in offices regional nine With Hilversum. in completed was church Vitus St. Catholic Roman the of Restoration Amsterdam. in Solder op Heer Lieve Ons’ museum the restoring started &Schrale Schakel specialist Restoration Rotterdam). in (both sport recreational and professional for centre multi-purpose the and block 31 office Blaak new the and Groningen in hospital Martini of renovation the Hague, The in building Council District Leyweg ultra-sustainable new the Boxmeer, in hospital Pantein Maasziekenhuis new the Assendelft, in centre care and apartments with centre shopping Saen De the completed 2010,In Utiliteitsbouw BAM book. order the in projects new the among are Hague The in academy YpDe police the and Amsterdam in centre medical VU the of section western new the Utrecht, in hospital Diakonessenhuis the Hof section Hague, The in complex office Monarch De the of expansion and redevelopment The
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71 2010 of retail space and rented 47 apartments and a Development and construction, 42 apartments in the Porta Romanum project, Nijmegen (the Netherlands). Heilijgers. 2 basement car park with approximately 240 parking spaces. Work in progress includes the in-house development projects Zicht op Amersfoort, Centro Vido and Amor Forte in Amersfoort). 2 (all A number of projects were completed: Fliertsebeek in Renswoude houses), (38 Alegria in Vathorst-Amersfoort apartments),(75 Central Living in Amersfoort houses/ (32 apartments), De Wissel in Hilversum houses), the (18 combined hotel and restaurant Lorenza in Amersfoort and Porta Romanum in Nijmegen apartments). (42 saw the start2010 of the sale of in-house development projects De Haven in Loosdrecht (54 apartments, a restaurant and café pavilion, the port area and the pier) and Boogie Woogie in Amersfoort apartments (57 and 23 houses). Heilijgers Projectontwikkeling signed a declaration of intent to develop and build the Doest area in Renswoude, where there will be approximately 50 houses. Heilijgers is also working in the Municipality of Leusden on the development of approximately houses 140 in Valleipark and 44 luxury apartments at the Nieuw Princenhof site. Amersfoort-based > Heilijgers operates mainly in the central region of the Netherlands and carries out project development, construction, technical management and maintenance work. The company has approximately 200 employees. Heilijgers In 2010, was awarded the Keurmerk Klantgericht Bouwen (quality hallmark for customer- oriented construction) for the fifth consecutive once year, again proving the quality of the homes and customer services provided by Heilijgers. also saw the2010 start of construction work on contracts with third parties to build the Vogelwijk district in Zeist (33 houses), the district De Terp in Amersfoort (44 apartments) and the community school, a day-care centre and housing in Ouderkerk aan de Amstel. Construction work also started on the housing and shopping complex Nova Gelriae in Ede, which is a project that consists of approximately 3,300 m advice. BAM Woningbouw uses its vision, knowledge and expertise to support customers in all areas of the housing market. Against the background of the turbulent residential construction market, BAM Woningbouw actively invested in the accumulation in 2010 of knowledge of vital subjects such as sustainability, the life-cycle approach, resident participation, funding and development of green projects, development of the value of neighbourhoods and housing supply tailored to all stages of life. The company joined forces with Triodos Bank and Rabo Groenbank to launch an initiative making it possible to fund sustainable housing for private buyers, housing corporations and investors. These efforts resulted in the completion of the first so-called ‘W&R passive homes’ in Almere, the start of passive housing projects in Roosendaal, Geleen, Kerkrade and Pijnacker and the first W&R Groenwoningen (green homes) in ’s-Gravenzande. saw BAM Woningbouw2010 complete the high-profile multi-purpose projects De Conrad in Alkmaar and Kloosterveste in Assen. Also BAM Woningbouwhas started to renovate 229 homes in the De Fuik project in Rotterdam. The De Fuik project is being carried out entirely according to the innovative working methods of W&R Renovatie. The company’s years of experience of customised renovation helped to win the large Nieuwe Hertzog renovation contract in The Hague. The focus on the housing consumer is also emphasised in the company’s in-house development projects, such as the collective private commissioning projects Het Landje van Kemp in Werkhoven and Venneweg in Gastel, as well as the revitalisation of the Bloemenbuurt district in Eindhoven in partnership with the housing foundation Woningstichting Domein. BAM Utiliteitsbouw. Maritime Museum, Amsterdam. Renovation of the Netherlands 72 2010 Pennings. Netherlands). (the Zuiderhout project, Boschendael the in apartments 36 being done on 550 houses. on done being work repair major the and Ammerzoden in Zonnelied Het centre care the include division maintenance Pennings’ by out carried being currently projects renovation The Netherlands. central and southern in 750 houses than more of renovation the and Breugel en Son in court furniture Ekkersrijt Meubelplein the of redevelopment the of phase first the as well as example, for Rotterdam, in block office an of revitalisation the completed division maintenance Pennings’ corporations. housing local for out carried often was which renovation house large-scale and complex to renovations office from varied contracts These team. aconstruction in projects renovation its of half than more out carried Pennings experience. and transparency knowledge, specialist with apartner of assurance the for opt customers where market another is which market, renovation the of share its increased again once Pennings Haaren. and Ammerzoden Gennep, in sector care health the in projects built also company The corporation. Mitros the for apartments rented new 58 of consisting project ahousing completed Pennings Utrecht, In Zaltbommel. and Werkendam Hendrik-Ido-Ambacht, in projects construction residential completed of a number in units the sold and on work started teams construction circumstances, market difficult the of spite In Dolder. Den in villas 22 completing by output development to contribution asubstantial made company The apartner. and 2010 in aconsultant as projects various in stage early an at involved again once was Pennings 140 employees. approximately has and Rosmalen in based is company The maintenance. and renovation construction, non-residential and residential development, project of process entire the in involved is Zn. en Pennings H. > Bouwbedrijf BAM Woningbouw. BAM Netherlands). (the Groningen houses, and apartments ReitdiepHaven (prefab site huts offering approximately 4,400 m 4,400 approximately offering huts site (prefab Amsterdam in project storage atank for facilities site construction the providing 2010 in unit involved business housing the by out carried projects largest the of One 350 employees. approximately has Materieel BAM Nederweert. and Kesteren Lelystad, in sites three from organised and managed are services of package extensive the and available material and plant of range sizeable The Netherlands. the in BAM by out carried projects construction the of all for consultancy accompanying the as well as services ancillary and material and plant general supplies Materieel > BAM the European Council), both of which are in Brussels. in are which of both Council), European the of seat principle (the Palace Résidence and headquarters NATO the for companies) Group other with (won contract new the or Antwerp, in completed was which (MAS) Stroom de aan Museum the as such high-profile, are projects the of Many time. given any at progress in projects construction fifteen of average an has and people 240 approximately employs company The 2010. in sector residential the of segments apartment service and luxury the in contracts major of number a won also Interbuild Flanders. and Brussels in centres shopping and distribution and offices of renovation and build new of primarily consists construction in partner a as work Interbuild’s customers. sector public and private both for projects construction non-residential > Interbuild positive. very is situations real-life in tests from feedback The manner. ergonomic an in casing interior the or frames window of facade lower the install or remove to site abuilding on used equipment of apiece is remover window-frame The review. under year the during remover’ ‘window-frame the manufacture and develop to continued Materieel BAM site. the on facilities the positioned also unit business The sheds). and units space, floor , which is based in Wilrijk, undertakes Wilrijk, in based is , which Interbuild. (Belgium). Leuven (VAC), Centre Administrative Flemish 2 of
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73 2010 BAM Building. Science & Technology Building, Clongowes Wood College, Clane (Ireland). The activities of > BAM Wallonie and > CEI-De Meyer – which also operate in the Walloon and Flemish construction and property markets, respectively – are explained further in the section on the civil engineering sector on pages and 87 88. > BAM Construct UK is active in non-residential construction, property development, design, engineering services and facilities management in the United Kingdom. This operating company is one of the leading construction and property companies in the UK. The company has approximately employees. 2,550 The company achieved a solid performance in a challenging market during completing 2010, 79 construction contracts during the Education year. and health remain key markets and the company delivered 24 and seven projects, respectively, The company’s in 2010. education projects included eight university buildings, nine higher education colleges, two academies and four schools. It will work on a total education of 45 projects at varying stages in 2011. The UK Government is seeking to reduce expenditure on schools and BAM Construct has contributed to its review of how schools could be delivered more efficiently and at lower cost. The company is confident that it can continue to do well in this market. it secured In 2010, its first win in the national framework contract to build academies and will deliver three academies worth a total of more than €90 million for Medway Council. In health, BAM Construct delivered seven hospitals and a secure mental health facility. The company is also active in the leisure sector where it completed museums, libraries and a multi-purpose pavilion for the world-famous Yorkshire Country Cricket Club. The commercial office market is a significant source of work and BAM Construct handed over a new Interbuild concentrates in particular on green buildings with good energy performance. The company installed a heat and cold storage system and other facilities for Vlaams Administratief Centrum in Leuven, for example, as well as freein 2010, cooling and daylight compensation to lower energy consumption. This project meets the criteria for the maximum (4-star) score under Belgian sustainability standards. in Pavilion Belgian the Interbuildcomplete saw 2010 and LondonTower carecentre, Mick De the and Shanghai also company The Antwerp). in Noordster(all the building NorthEolis/Sainctelette, the finished Plaza,on work Renaissance/Jacqmain and QB19 Platinum, Perciles, Brugesstation railwayprojects in SNCB Brussels.The in partnership completed(in CEI-Dewithwas Meyer). New contracts won by Interbuild included the new NATO headquarters,Résidence Palace, Montindu, Shelf Service, WTC III Phase 2 and Genèvestraat in Brussels) (all and Gallifort, Silsburg in Antwerp. The company’s new projects also include LAK VMM and (Flemish the VAC administrative centre) in Ghent. 74 2010 Bidda, Qatar. Bidda, Al project het van uit deel maakt Taxis, und Thurn Palais kantoortoren, hoge Woningbouw BAM BAM Construction. BAM Hadid. Zaha Architect: Glasgow. Museum, Transport innovation, particularly by developing the capabilities of of capabilities the developing by particularly innovation, to resources considerable devoting is UK Construct BAM groups. client respective their among companies the between synergies the of awareness raise to activities relations public and marketing of arange implementing are companies two The London. King’s Cross, at project regeneration major a on as such projects, of range awide on Nuttall, BAM UK, the in company engineering civil Group’s BAM Royal with collaboratively work to continues UK Construct BAM Construction. BAM by built was which London, in headquarters Unison’s union trade the building, acommercial of running the manage to contract first its won Management Facilities 2010, In UK. BAM the in hospital one and headquarters police two 32 schools, manages now management, facilities on concentrates that UK Construct BAM of subsidiary the Management, Facilities BAM 80. page on sector property the on section the in described are Properties >BAM subsidiary the of activities The London. House, Africa of extension and refurbishment the and Birmingham, of University the for Building Music Bramall the Arena, Leeds as such projects, new 59 secured 2010. in company work The winning in UK the in companies construction successful most three the of one as Construct BAM placed tables league Industry Rail. Network for centre national anew on and Group Co-operative the for headquarters anational on continues Work value. commercial its to added greatly which London, in Building Angel the of renovation and refurbishment amajor out carried Derwent, developers the of behalf on and, refurbishment in experienced very is company The review. under year the during Trent Water Severn to headquarters corporate Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM sector on page 90. page on sector engineering civil the on section the in explained are – sector property and construction Irish the in Property BAM and Building BAM with works –which Contractors > BAM company operating the of activities The landfill. from away sites its on waste of percent 83 2010 in diverted 10 and percent afurther by waste its of volume the reduced company The emissions. carbon in reduction 13 percent further a achieved had it that 2010, In turnover. reported it to relation in 7percent by emissions carbon its reduced had it that reported company the 2009, In sustainably. operating in strides further made UK Construct BAM For. Work to Top 100 Companies Times Sunday of list prestigious the in inclusion its by recognised was people its to commitment company’s The 2010. in training days’ 4.5 of average an had employee each and people its in invest to continues also company The information. building and design of modelling the and construction sustainable as such areas in Design BAM of those and Division Services Engineering specialist its BAM Construction. BAM Kingdom). (United Filton School, Community Abbeywood
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75 2010 Offices and commercial space, Hackesches Quartier, Berlin. BAM Deutschland. Arena for the German Bundesliga football club FSV Mainz 05 and the modernisation of the Arena for VfB Stuttgart. BAM Deutschland is also involved in various PPP projects. Projects such as the parliament building for the State of Brandenburg in Potsdam and a large penal institution in Bremervörde in northern Germany demonstrate the capacity of BAM Deutschland to design, fund, build and manage large projects. The wide-ranging expertise of BAM Deutschland can also be seen in combined projects such as Hackesche Quartier in Berlin, which comprises offices, a hotel and retail space, as well as in major projects such as a hospital in Ulm. New projects include two buildings at the new Berlin- Schönefeld Airport and a hotel for Steigenberger. . With 2010 was a successful2010 year for > BAM Deutschland operating revenue of approximately €450 million, BAM Deutschland is one of the leading companies in the German non-residential construction market. The company has approximately 700 employees, spread over branches in Stuttgart, Berlin, Dresden, Düsseldorf, Frankfurt am Main, Göttingen, Munich and Nuremburg. BAM Deutschland offers a total service for nonresidential construction across the whole of Germany. With its two subsidiaries, HBM Stadien- und Sportstättenbau and BAM Immobilien Dienstleistungen, it can be on hand for its clients at every stage of the construction process. Its experience and expertise in the area of stadium projects make HBM Stadien- und Sportstättenbau a much sought-after partner in the international arena as well. There were two major stadium projects in the form in 2010 of the new Coface BAM Construction. Coventry (United Kingdom). Headquarters of Severn Trent Water, Kloosterveste district and shopping centre, Assen (the Netherlands): 230 houses and apartments, approximately 25,000 m2 of facilities (including shops) and a car park with 700 spaces. AM, BAM Utiliteitsbouw, BAM Woningbouw, BAM Civiel, BAM Wegen, BAM Techniek.
Property
Key figures Property sector
(x € million) 2010 2009 Revenue 593 824 Result before tax and impairments (59.7) (132.3) Margin before tax - - Order book (year-end) 1,394 1,467 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
77 2010 In Ireland there are almost no opportunities on the property market. BAM Property achieved book profits from certain financial transactions and in Q4. Q1 Also additional provisions for the property portfolio were formed. A good result was achieved in Belgium. A number of transactions and good progress on projects in Q4 produced increased revenues and results for the whole year compared to the previous BAM year. expects these positive results to continue given that the order book is well filled and there are only limited risks involved. investmentTotal in the stock of property had fallen to €1,540 million December as at (year 31 end 2009: 2010 million), mainly due to write-downs€1,714 €1,222 in Q3. million of this investment relates to the Netherlands, million€179 to the United Kingdom, €48 million to Ireland and €91 million to Belgium. The investments in stock were funded in part by recourse and non-recourse project-related property loans. As December at 31 2010, the recourse property loans stood at €307 million (year end 2009: €302 million) and the non-recourse property loans at €402 million (year end 2009: €503 million).It is especially difficult in the current market to find banks willing to refinance non-recourse property loans. of 2 of space at 2 of commercial property at 2 commercial property December homes as at (62 31 2010 and approximately 5,000 m BAM has noted that the outlook for the Dutch housing market is increasingly sombre as projects continue to be postponed or stopped altogether. Delays, dilution and austerity measures are even occurring in projects that are already in operation, which therefore slows and reduces revenues. In addition to the impairment, Dutch property activities ended the year with operational losses of €54 million in total due to disappointing sales and sales revenues, planning cost write offs and a shortfall in overhead coverage. homesThe (AM contribution: Group sold 2,174 1,922) fromits own development projects in the Netherlands in (compared in 2009). to The2010 1,983 Group’s supply of unsold and unlet property in the Netherlands had homes andincreased approximately to 111 4,000 m In early November Royal BAM Group 2010, was obliged to take animpairment on the property portfolio of the Dutch property company AM in the amount million. of €127 This measure was a reaction to the continuing absence of signs of recovery on the Dutch housing market. Many local authorities have shelved new projects and scrapped planned capacity, and recent studies indicate a rise in the number of regions in the Netherlands that are forecast to contract. year-end 2010. year-end 2009). The number of unsold homes still under construction had decreased to 642 December as at 31 at (727 year-end2010 2009). Property activities in the United Kingdom were at a low andlevel the in recovery 2010 seems to be cautious. Although BAM Properties started development work on two new property projects in it the still UK in 2010, H2 had to take an additional provision of more than €6 million on several projects, resulting million in a €13.4 loss on the UK property activities. The Group’s unsold and unlet stock of commercial property in the UK amounted to approximately m 22,700 78 2010 AM, BAM Utiliteitsbouw, BAM Woningbouw. BAM Utiliteitsbouw, BAM AM, Netherlands). (the Assendelft spaces, parking 440 than more and 212 apartments centre, acare with outlets catering De Saen shopping centre: 9,200 m 9,200 centre: shopping Saen De included the projects Om de Weede in Hasselt, De Hasselt, in Weede de Om projects the included successes These construction. housing for package stimulus the under authorities municipal of number a with partnership in successes various achieved AM Dordrecht. in Wilgenwende and ’s-Gravenzande in Tuinveld Berkel-Enschot, in Enschotsebaan Echt Bosch, Den in Wielen Groote Rozenhof/De Amstelveen, in Kopstukken Beverwijk, in Pronkstuk/Broekpolder Het IJsselstein, in Kades Nassau Oranje Nieuwegein, in Edge The projects: following the on example, for quickly, started then work construction and quickly sold units The sites. various at success sales produced approach this awhole, as market the on lower substantially was output Although strong. so not are that areas market in even projects develop successfully to able was AM sub-project, per accordingly product the adjusting and wishes consumer specific monitoring continually and phases small into projects cutting By sustainability. to relation in provisions practical to thanks costs living low relatively have and design rational a on based are that ladder housing the up moving people and starters for homes affordable for demand market current the meet to projects of development inventive the into put also was effort Substantial event. the of initiator 2010. in joint is AM twice place took Day, which New-Build National the at participant active an was AM efforts, those of part As progress. in were that projects in unsold still homes of number the reducing on resources substantial focussed AM 250people. approximately to reduced was workforce 2010. the of size The 1January from effect with AM called company one form to merged Vastgoed BAM and AM circumstances. market new the to adjust to reorganisation further implementing to addition in sales, reduced the with line into more area an of development long-term often in invested equity the bringing of apolicy pursued AM background, 2010.that in Against circumstances > AM was faced with extremely difficult market difficult extremely with faced was 2 of shops/ of AM and BAM Woningbouw. BAM and AM Netherlands). (the Almere Columbuskwartier, houses, 103 passive
and BAM Woningbouw. BAM and Utiliteitsbouw BAM by built was centre shopping Saen De The AM. with along involved being all Techniek BAM and Wegen BAM Woningbouw, BAM Utiliteitsbouw, BAM with Group, BAM Royal at cooperation interdisciplinary broad, of example an is Kloosterveste projects, AM other of anumber with case the is As facilities. leisure and social commercial, with housing combining functions, of amix offers area central Kloosterveste The city. fortified historic an of layout the within area development Kloosterveen the of heart the forms it because case a special was 2010. in Kloosterveste opened and completed were respectively, Assendelft, and Assen in areas, central Saen De and Kloosterveste The Rotterdam). Ouderenhuisvesting Stichting for units commercial and (apartments Spijkenisse in Stadsplein and Vastgoed) Achmea Syntrus for (apartments Amsterdam in IJburg Gemeenschap), De Woningbouwstichting for environment apark in (homes Lent in Stede), Laauwik Goede Woningstichting for homes (passive Almere-Poort in Quarter Columbus the in as well as Vastgoed), Achmea Syntrus for (apartments Rotterdam in Nesselande Newport in example, for sales, of batches larger achieved AM investors. property and corporations housing with cooperation in and for also but individuals, private for mainly sells and develops AM sold. were Entrada in apartments all Almost incomes. lower on people for affordable homes the made also scheme The Hilversum. of centre the in project housing Entrada the in apartment an purchase to decision their regards as buyers the of percent fifty over for decisive proved scheme This sector. construction housing stagnating the boost to Hilversum in scheme lease ground aspecial establish to together closely worked AM and authority municipal The incentives. project of package this from most benefit to able were buyers First-time Rodenrijs. en Berkel in Zoom Rodenrijse and Leek in Oostindie Alblasserdam, in Havenmeesters
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79 2010 Commercial space and offices, 20-26 Buchanan Street, Glasgow. BAM Properties and BAM Construction. and all the stakeholders in an open planning process to ensure that optimum use is made of locations – both in the urban and in the rural environment. Sustainability is always an integral component of any project. The consequent collaboration with business partners and customers (government bodies, housing corporations, corporate clients, investors and civil-society organisations) and with consumers therefore results in special projects and high-quality areas in which to live, work, shop and pursue leisure activities. AM therefore provides both spatial quality and quality of life. > IPMMC Vastgoed is a full-service provider for consultancy, project management, development and concepts. The company’s greatest strength is finding solutions for projects in complicated situations, such as projects where there are issues regarding feasibility, town-centre circumstances, ownership structures, partnerships and spatial planning procedures. IPMMC is involved in a range of major development projects, such as the retail space and De Voorwaarts sports centre in Apeldoorn, the redevelopment of De Batau shopping centre in Nieuwegein and the Damrak project in Amsterdam. IPMMC was a risk-bearing developer when it developed the sustainable CBS office in Heerlen, which uses the underground mine water as an energy source. IPMMC is also project manager for various office projects, such as the ING House in Amsterdam. > Kaïros has been a project developer since and a 1989 member of the BAM Group The since company 2007. plays a leading role in the office, residential and health care sectors of the Belgian property market. Kaïros has been able to remain profitable in the difficult economic climate. Various office development projects such as the Noordster Leuvenbuilding VAC m²), (24,000 m²) in (15,000 Leuven, (8,000QB m²) and 19 the Renaissance building m²) (12,000 in Brussels were completed, fully let and then transferred to investors. Construction work started on Nieuw Waterlandplein – a large regeneration project in Amsterdam-Noord with housing and shops Construction – in late 2010. of the Rabobank branch in Gelderpark Van in Apeldoorn also continued; the branch will This be year completed in 2011. will also see AM issue the order to start building the Rabobank branch in the Zuiderval development area in Enschede. This new branch will comply with the strictest sustainability requirements and will be tested to determine its energy, water and material consumption based on the Greencalc+ guidelines. The building will be fitted with photovoltaic cells, for example, in addition to having tripleglazing and a vegetation roof. AM is a participant in a number of large-scale and long-term plans for multi-purpose area development, mainly in city-centre areas. These plans include the Stadswerven redevelopment in Dordrecht, Scheldekwartier in Vlissingen, Groot Zieken Gasthuis and Carolus Ziekenhuis in Den Bosch, Enka in Ede, Brouwerspoort in Veenendaal, Drie Hoefijzers in Breda, Perkpolder in Zeeuws-Vlaanderen, Het Overbos care centre in Heemstede and Kraanbolwerk in Zwolle. AM also distinguishes itself from the competition by developing and implementing innovative, sustainable concepts. On a large number of projects AM is already meeting the objectives in the set Spring for 2012 Accord, which is a joint initiative of the Ministry of Infrastructure and the Environment and the various sector organisations. There was a substantial take-up of the Sustainable Retail Property Toolkit initiative for sustainable commercial property from organisations such as Corio, Grontmij Vastgoedmanagement and SCM Europe. The aim of this toolkit is to ensure that municipal authorities, investors, retailers, developers and construction companies work systematically – based on a joint sustainability vision – to develop and build specific retail projects. When devising and developing sustainable and inspiring living environments AM actively considers all the interests IPMMC (project management). DeLaMar Theatre, Amsterdam. 80 2010 Leeds city centre. city Leeds in Bridge Monk at development office its of phase second the for secured been also has permission Planning centre. city Glasgow in Street Queen on development retail and office for site aprime purchased has Properties BAM credentials. environmental its on focuses property the for strategy marketing 2010 the and October in started 2007.in Construction began downturn the since area the in development first the is which London, West in Chiswick in building office an of development commenced Properties BAM UK, the in market prime the in recovery sustainable of signs With tenants. their to sold were arcade jewellery adjacent the in units retail four while investor office an to sold were building main the of six to three floors Additionally, London. outside UK the in store flagship first its for Nike to completion to prior unit main the of letting the saw Glasgow Street, Buchanan in building asevenstorey of development office and retail mixed The Wycombe. High in building office Park Glory the in Pharma Fulcrum and Pharmanet to lettings and BSkyB to Stockport Square, Peter’s St. at development its of percent 50 including lettings, significant of anumber achieved Properties BAM portfolio. the in project last the of completion following IVG, to properties seven of aportfolio of 2007 in sale the of proceeds final the received company year, the the in Early Edinburgh. and Glasgow of streets shopping premier the on sites retail its of development successful the and portfolio office current its of sales and letting on 2010 concentrated it In UK. Construct BAM of asubsidiary is Properties > BAM Brussels. in projects Hooikaai and City Skyline the in started work construction any before plans the on 2010 in only sold based were 70 of apartments atotal sector, residential the In Interbuild. a2o-architecten. and Lens°Ass H., Mayer J. group architects’ and TWINS Architect: Belgium). (Hasselt, building court Hasselt
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81 2010 Widening of the A4 (north) with aqueduct at Burgerveen interchange (the Netherlands). BAM Civiel, BAM Wegen, BAM Infratechniek (joint venture). Insert: Widening of the A4 (south) with aquaduct at Leiderdorp. BAM Civiel, BAM Wegen, BAM Infratechniek (joint venture).
Civil engineering
Key figures Civil engineering sector
(x € million) 2010 2009 Revenue 3,659 3,944 Result before tax 102.6 114.2 Margin before tax 2.8% 2.9% Order book (year-end) 5,517 4,778 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
83 2010 withstand the economic crisis. At the moment, there are opportunities for new projects in the much reduced government programme and on the PPP market, but the PPP market is also feeling the pressure now because of the Irish Government’s credit rating. The German operating company Wayss & Freytag Ingenieurbau made a positive contribution to the overall result from in reduced 2010 revenues percent (-20 compared to the previous The year). order book is substantially smaller than at year-end 2009 because of a selective contracting policy. Wayss & Freytag’s tender volume comes mainly from tunnel and road building and offers a lot of opportunities for the future. As forecast, BAM International achieved a good result fromsubstantially reduced revenues (-60 percent compared to the previous For year). BAM International, was a year between2010 the completion of old projects and the starting up of new ones. A return to increasing revenues is therefore expected as BAM in 2011 International pursues new business in its three primary operational areas of Asia Pacific, Africa and the Middle East. BAM Civiel and BAM Rail made much improved contributions to the overall result BAM in 2010. Infratechniek and BAM Wegen posted good, albeit reduced results. In spite of stiff competition in the regions in particular, the Dutch civil engineering companies have well-filled order books that provide a good basis for the next few years. UK revenues (measured in pound sterling) increased by 7 percent compared in 2010 to 2009, but the results achieved in the current difficult market conditions were lower than the good results of previous years. The UK civil engineering market has been hit by the consequences of the cuts announced by the British Government. A decision has now been reached regarding whether or not a number of major projects will proceed. BAM Nuttall’s order book has grown significantly since year-end 2009. BelgianIn 2010, civil engineering activities produced a good result on balance from slightly increased revenues. The Belgian civil engineering companies were able to add to their order books in spite of stiff competition from other bidders. There are currently sufficient opportunities in the form of large projects (PPP). BAM Contractors made a profit in Ireland from substantially reduced revenues percent compared (-25 to the previous Circumstances year). on the Irish market remain extremely difficult, however. BAM Contractors’ position on the market seems to be improving as a result of several Irish construction companies being unable to Royal BAM Group operatesin the Dutch, Belgian, British, Irish and German civil engineering markets. BAM International undertakes specialist construction andcivil engineering projects worldwide. The Dutch civil engineering companies achieved a slightly higher margin on balance from similar revenues compared in 2010 to 2009. The revenues were adversely in 2010 affected by the harsh winter not only at the beginning, but also the end of the year. 84 2010 Bidda, Qatar. Bidda, Al project het van uit deel Infraconsult. BAM maakt Taxis, und Thurn Palais Singapore. Tuas Jetty, for Design kantoortoren, hoge Woningbouw BAM Overijssel and Flevoland. and Overijssel of provinces the connects which bridge, Vollenhover the to improvements and station, railway CS Amsterdam at arcades shopping public the Venlo, near road Greenportlane the Veenendaal, and Lunetten Utrecht A12 between the of motorway expansion project, expansion rail OV SAAL the of parts include secured recently Contracts Beverwaard. of district Rotterdam the in depot tram RET the and Nijmegen, in bridge city the Zuid, Leiden and Burgerveen between motorway A4 the include implemented being currently Projects interchange. Everdingen-Everdingen the near motorway A2 the of completion the and bypass, Bosch Den the for structures various of construction the Gasunie, for tunnel Eems kilometre four the for bore the Arnhem, in ProRail for work expansion capacity railway Leiden, and Burgerveen between motorway A4 the of section northern the of completion including projects, engineering civil of anumber in reached were milestones Key employees. 750 around has Civiel BAM Wegen. BAM under organisationally placed was 2010, Betontechnieken BAM In respectively. Schiedam, and Zuidbroek in located – are Bekistingfabriek Civiel BAM and Beton Prefab Civiel BAM – units specialist other the of offices The Amsterdam. in offices with Technieken Speciale BAM name the under continued Support Project BAM and Grondtechniek 2011, 1January on BAM merger the Following (Elsloo). East South and (Breda) West South (Zuidbroek), East North (Amsterdam), West North offices: regional four operates Civiel BAM addition, In Gouda. in located is Projects Central and Civiel BAM of office head The maintenance. and management funding, to construction and design development, concept from varies work The markets. energy and industry water, parking, engineering, civil the in projects construction concrete specialist on concentrates Civiel > BAM BAM Civil. BAM Ireland. (5.4 kilometres), bypass Castleisland build, and Design Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM ProRail CO ProRail the on 5certificate alevel achieved 2010,In Civiel BAM 2010. of end the at completed were Rotterdam of Port the of area Maasvlakte the on Oil Neste for scaffolding of construction the and plant biodiesel new the for work engineering civil mid-2011. by The operational be SITA for will Roosendaal in plant incineration waste BAVIRO The stages. final the in all are Amsterdam, in terminal tanker Vopak the as well as Moerdijk, in Essent for and Rotterdam in Enecogen for stations power new the for work engineering civil the segments, energy and industry the In Network. Societies Concrete European the from Excellence of Award 2010 the received Zaanstad in bridge Juliana the 2009, in Completed Canal. Ghent-Terneuzen the underneath runs which tunnel, Sluiskil the of construction the involves contract Anew Spijkenisse. in bridge cycling Hartel the is as progress, in are port Maasvlakte Tweede the on walls quay the and Eemshaven in walls quay Wilhelminahaven The successfully. sunk were England North-East Tyne Tunnel in the for elements The complete. nearly is canal Willemsvaart Zuid 6on 5and 4, locks of renovation the work, engineering hydraulic of terms In Utrecht. in project expansion hospital Diakonessenhuis the for cellar underground the of part as well as Nijmegen, and Sneek Leeuwarden, Nijverdal, Doetinchem, Alkmaar, in parks car building is Civiel BAM complete. largely is Amsterdam in Rijksmuseum New the for project engineering civil underground The The company’s key competencies also include traffic include also competencies key company’s The systems. heating and water water/waste electricity, gas, rail, data, telecommunications, for networks pipeline and cable maintains and builds designs, Infratechniek 1,950, >BAM approximately of a workforce With reductions. emission continues to concentrate on achieving further CO further achieving on concentrate to continues 2 performance ladder. The operating company operating The ladder. performance 2
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85 2010 certificate at 2 Project Randstad-North, Amsterdam. BAM Rail. the end of 2010. BAM Infratechniek Zuid received Enexis the 2010 Contractor Safety Award for meritorious achievements in the field of safety. In the Netherlands and abroad, > BAM Rail offers a complete range of services for projects on and around the railway – from engineering to constructing and maintaining rail connections. Multidisciplinary rail contracts are completed in conjunction with local Royal BAM Group civil engineering companies. ProRail, which manages the main rail network in the Netherlands, is BAM largest Rail’s account. BAM Rail also works for regional and local public transport companies (tram and metro lines) and national and local network managers in the United Kingdom, Ireland and Belgium. The main office in Breda is the base for all new-buildand renovation projects. BAM Rail also has branches in Dordrecht (plant and material), Eindhoven and Rotterdam. The company has a staff of approximately 900. Furthermore, various large-scale projects to lay fibre optic cables for Rabo Bouwfonds Communication Infrastructure Fund and Reggefiber, for instance, were started. The underground natural gas buffer in Zuidwending for Gasunie was completed in 2010. BAM InfratechniekIn 2010, joined forces with Gasunie, Gasterra, Essent, Imtech and others to create the Energy Valley these Topclub. Together, green partners are working to increase the sustainability of the Dutch energy market, particularly in the northern part of the Netherlands. According to the ProRail performance ladder, the operating company achieved a level 5 CO management systems, tunnelling equipment, and industrial pipe and storage systems. BAM Infratechniek’s main specialist niche markets include heat and cold storage systems, pipe renovation techniques, and digital registration of the locations of pipelines and services pursuant to the Underground Grids (Information Exchange) Act. BAM Infratechniek consists of three regional companies (Mid West, North East and South) and four nationally active companies (BAM Leidingen & Industrie, VTN Verkeers- & Besturingstechniek, Ravesteyn, and den Van Berg Infrastructuren). In addition, De Ruiter Boringen en Bemalingen, Nelis Infra, Headline, and Geodan den Van Berg (50%) all belong to the operating company. BAM Infratechniek offers a full-service package from design to management and maintenance. The factors of success going into this include reliability, craftsmanship, engineering capacity, and a large, well trained operating organisation. BAM Infratechniek’s customers include nearly every telecommunications, gas, electricity, water and heating network operator. In addition, the company is active for such firms as Shell, Vopak, Gasunie, the Directorate- General for Public Works and Water Management, ProRail and Tennet. Various appealing contracts that have been secured include the construction of the 380kV route from Wateringen to Bleiswijk for Tennet, the second phase of the Westpoort Amsterdam storage terminal for Vopak, and various projects to improve mobility for the Directorate-General for Public Works and Water Management and local authorities. BAM Infratechniek signed with three sister companies BAM Civiel – BAM PPP, and BAM Wegen – the PPP contract for the expansion of motorwaythe between A12 Utrecht-Lunetten and Veenendaal. BAM Infratechniek. system on Rotterdam ring road. Replacement of the traffic signalling 86 2010 Bidda, Qatar. Bidda, Al project het van uit deel BAM Civiel. maakt Taxis, und Thurn Wegen, BAM Palais Infraconsult, BAM kantoortoren, Zaltbommel-Meuse. hoge A2 Woningbouw BAM Widening metro system. metro Charleroi the of (3.8 kilometres) section Soleilmont Gilly the Belgium: in project athird out carrying –is Betonac company BAM with –together Rail BAM Antwerp, and Duffel both in projects engineering rail completing After Dublin. near track twin of kilometres 4.5 of construction the and loop, balloon and line tram third a of tie-in and construction the projects: two implement will venture) joint Rail Civiel-BAM BAM (i.e. the Ltd 2011. Rail BAM September in Ireland, In completed be to aproject of part as track twin of kilometres eight nearly replacing are Nuttall BAM and Rail BAM Blackpool, In companies. BAM with abroad works also Rail BAM (OV SAAL). route Schiphol-Amsterdam-Almere-Lelystad the for project expansion rail the of section eastern the for contract the for agreement alliance an signed venture joint Rail Civiel-BAM BAM the and 2010, ProRail September In 2012. April in completed be to expected is which project, this on effectively together working are companies BAM Various history. country’s the in services railway of interruption longest 2010 the with mid began area station railway Arnhem the of renovation large-scale The projects. comprehensive by dominated increasingly becoming is markets railway the addition, In come. to years the in level arealistic to return levels price provided market, maintenance the in position leading the retain will company The technologies. maintenance art the of state and management maintenance grade high in invested has Rail BAM years, recent 2011. of start the at In area contract Leiden the transfer also must Rail BAM 2009, of end the at area contract Eindhoven the losing After network. rail Dutch the for contracts maintenance for tendering when competition intense the to due pressure under are levels Price CO 5 alevel of possession in been has Rail May, BAM Since 2 certificate – the highest possible – on the ProRail CO ProRail the – on possible highest –the certificate BAM Wegen, BAM Infratechniek, BAM Civiel. BAM Infratechniek, BAM Wegen, BAM Netherlands). (the widening road Everdingen-Deil A2 Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM 2
percent emission reduction objective. reduction emission percent 5 Group’s BAM Royal to contribute to hopes Rail BAM how is This competition. the over advantage an company a gives ladder the on position Ahigher measures. reduction road near Zutphen. Used for the first time in the the in time first the for Used Zutphen. near road N314 (ZOAB) the for provincial concrete asphalt open very of mix efficient energy an used and produced Wegen BAM interchange). Lankhorst the and Ommen with connection the between and district Zwolle-Zuid the with connection the and interchange Hattemerbroek the (i.e. between motorway A28 the of sections two along directions both in lane a added involved companies BAM the and Wegen BAM directions. both in lanes four to interchange Everdingen-Everdingen the near motorway A2 the widened Wegen BAM parties, third and companies BAM with Together directions. both in heading lanes three to widened was road The area. service Lucht De the and Empel near bridge Maas the includes which motorway, A2 the of section Zaltbommel-Maas the completed Wegen BAM companies, BAM other with Together projects. building road major two completed successfully Wegen BAM review, under year the During 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 1,700, carry who approximately employs Wegen BAM development. area and abatement noise activities, environmental and sewerage ground, infrastructure, traffic of maintenance and management construction, improvements (in objective terms) as regards CO regards as terms) objective (in improvements performance through possible made ladder, performance The core activities of activities core The are the design, the are Wegen >BAM 2 emission emission
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87 2010 brings together all of the BAM R0/A1 MachelenR0/A1 motorway interchange (Belgium). Betonac. companies that operate in the French speaking part of Belgium, i.e. the Walloon provinces and Brussels. With a turnover of approximately €270 million and a workforce of BAM 1,200, Wallonie occupies a leading position on this market. The company is involved in almost all major Walloon construction projects. In each case, the business constructsGalère skills. special own units their contribute infrastructure. and on buildings focuses both Balteau constructing and designing electromechanical systemsfor Holding FED purifying,water. pumping and treating electrical and heating engineering.in specialises During the year under review, Galère was involved in the formation of two projects for the RER near Brussels (Limal, Limelette and Genval), the Schuman-Josaphat tunnel project in the heart of Brussels, and a metro line in Charleroi. It is also active – together with Wayss & FreytagIngenieurbau in– Luxembourg, where the Grouft and Stafelter tunnel projects and the Pulvermühle railway viaduct project are being carried out. The buildings division handled the restoration of the opera house in Liège. As a BAM Alliance partner, Galère will take part in Belgium’s largest building project, i.e. headquartersthe NATO in Evere. Balteau works mainly in the Walloon part of Belgium, where the company has built countless water purification plants. Many civil engineering and building projects have been formed in close cooperation with Galère. There is interest from round the world in Balteau’s specialist knowledge. For instance, in 2010, and energy projects for Royal BAM Group. The designs optimise the relationship betweenthe technical design and the time required for construction, reducing the number of problems encountered by BAM clients and cutting construction time. Moreover, BAM Infraconsult has developed further by embedding expertise in asset management and rail design. > BAM Wallonie 2 emissions of approximately percent. 25 In Dongen-Vaart, BAM Wegen installed ‘SouterRain’. Regular clinker-paved or asphalt roads with integrated traditional gutters and gully holes can be built on this asphalt based road foundation material with water storage properties, which fits in with the existing maintenance regime. After the sewerage system drains away the first flush, the water fills the specially designed gully holes, activating the water storage properties of the road foundation, and is drained away via infiltration into the substrate. In the autumn BAM Wegen of – together 2010, with such parties as BAM PPP – was awarded the contract to widen the motorway stretch of the between A12 Utrecht- Lunetten and Veenendaal. This massive DBFM project entails the construction of an additional lane in both directions, the construction and modification of flyovers and traffic management systems, and maintenance activities during year a 20 period. > BAM Infraconsult is the consultancy and engineering office for Royal BAM Group’s civilengineering sector. BAM Infraconsult has more than 200 employees active at its branches in Gouda (head office), Apeldoorn, The Hague, Breda, Utrecht and Singapore. BAM Infraconsult’s range of services includes design, consultancy, inspection and supervision, risk management, systems engineering, innovation and business development for civil engineering and other structural projects. The work covers the design, construction and management project phases. BAM InfraconsultIn 2010, developed successful designs as part of major national and international infrastructure Netherlands, this mixture combines the advantages of both and ZOAB low-energy asphalt concrete (LEAB). ZOAB/LEAB is produced at a temperature degrees, of 105 achieving energy savings and a reduction in CO Galère. (close to Liège, Belgium). Viaduct over motorway near Battice 88 2010 Bidda, Qatar. Bidda, Al project het van uit Meyer, Interbuild. deel CEI-De maakt Taxis, park). und car Thurn Palais platforms, (offices, kantoortoren, Belgium Station, hoge Bruges of Woningbouw BAM Renovation produced 155,000 tonnes of asphalt. A specialist in the in A specialist asphalt. of 155,000 tonnes produced Truiden, Sint in Established NATO headquarters. new the for as well as complexes, elderly/residential the for homes and hospitals various in out carried projects engineering electrical and heating the for responsible also is Holding FED Liège. in Médiacité the and Museum, Curtius the Liège, in office ALG the Centre, Congress Brussels the of systems electrical and heating the of renovation the are review under year the during out carried projects largest The Interbuild. and Meyer CEI-De as well as Balteau, and Galère with together completed are projects Numerous growth. turnover steady experienced has firms engineering electrical specialist of group Holding FED the 2008, in acquisition its Since review. under year the during country that in office an opened Balteau 2009, in Vietnam in aproject completing successfully After Cameroon. in sites abstraction water drinking of construction the in involved was company the In 2010, the Betonac asphalt plant in Vinalmont in plant asphalt 2010,In Betonac the progress. in is Lummen near interchange E313-E314 the of redesign The Betonac. to awarded been has Liège of province the for contract maintenance the addition, In motorways. A25 and A3 the resurfaced company the instance, For motorways. key several on damage frost repaired Betonac review, under year the During Belgium. in motorway asphalt or concrete every nearly of construction the in involved been has Betonac Kraft. and Elia Armasteel, AkzoNobel for projects completed successfully far so has and market projects private the on active been also has Betonac 2009, Since office. design own its maintains and mixtures, asphalt and concrete of quality the monitor to laboratory awell-equipped 330, has approximately of astaff employs company The works. engineering civil major of and roads asphalt and concrete of construction > Betonac BAM Nuttall. BAM Scotland. of coast east the on Dunfermline near Dockyard Naval Rosyth at dock dry the to Modifications Al Hidmi, Qatar. Hidmi, Al project het van uit deel Taxis, maakt und Thurn Palais kantoortoren, hoge 134 De meter Vastgoed BAM , specialises in the in , specialises spanning the Albert canal in Vroenhoven, the rail the Vroenhoven, in canal Albert the spanning bridge the are underway currently projects engineering civil The Ghent. in viaduct E19 Snepkaai the the of and reservation central the on line speed high the for projects the completed division engineering 2010,In civil the apace. proceeding are projects engineering civil major three These Airport. Brussels at project tunnel Diabolo the and Brussels, in project tunnel Josaphat Schuman the Antwerp, in link rail Liefkenshoek the for work the in involved closely also is Meyer CEI-De Evere. in NATO new headquarters the of construction the for contracts awarded was review under year the throughout which Alliance, BAM the in participates company the instance, For projects. construction largest the of some in involvement its by demonstrated as market, construction Belgian the on position aleading has company The (near Ghent). Nazareth-Eke and Brussels in based is and 550 employees approximately has Meyer > CEI-De Watermaal-Bosvoorde. in project expansion infrastructure rail the began – Nul De Jan firm the and Meyer De CEI company BAM with –together 2010, of Betonac autumn the In Genval. in plan mobility Network Express Regional the in projects important most the of one building are Galère company BAM fellow and 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 E313 and Hasselt. at Kraainem E411 at R0 Drongen, at Champion, E40 at motorways: following the along installed were barriers noise review, under year the During arteries. traffic key along barriers noise of installation the for backlog the with up catch to effort amajor undertaking is government Belgian The 2010. in estates industrial new for roads access and platforms concrete constructed Betonac pavements, concrete of construction
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89 2010 Haven Cill Ronain, Inis Mor (Aran Islands, Ireland). BAM Contractors. is active in all sectors of the civil engineering market on a national and a regional basis by means of a network of business units, divisions and subsidiaries with a directly employed workforce of over 3,000. During the year under review, a number of highly prestigious contracts were in progress, such as the remediation of the Olympic Park at Stratford, the upgrade of Blackpool’s historic tram system (with involvement from BAM Rail), the upgrade of Tottenham Court Road tube station in Central London, the refurbishment of the northbound bore of the Blackwall road tunnel in London, as well a framework contract with Network Rail. Major contracts secured by BAM Nuttall include the upgrade of Victoria tube station in Central London, the Luton to Dunstable Guided Busway, the Evergreen 3 rail improvement scheme, which will dramatically reduce journey times between London Marylebone and Birmingham, the Managed Motorways Framework Contract to provide additional capacity within the UK motorway network, and two significant tunnelling contracts as part of the important Crossrail scheme, which will provide an east west rail link across London. is beginning to play a more a play beginningto is BAM Nuttall BAM > > infrastructure in on Limal line Liemelette, 161 and the renovation of the Nete bridge near Duffel. The majorcivil engineering projects– Liefkenshoek rail link and the Diabolo tunnel – were formed in collaboration with BAM company Wayss & Freytag Ingenieurbau. The Schuman Josaphat project is being executed in collaboration with various parties, including Galère. The buildings division of CEI-De Meyer has made a name for itself in the non residential construction market with its expertise and experience withmore complicated major construction contracts. CEI-De In 2010, Meyer completed various projects including the station building in Bruges, the Regenboog combined convalescent and care home in Zwijndrecht, and a new wing of the deSingel International Arts Campus in Antwerp. Projects in progress include the construction of 147 homes as part of the Bara De Lijn project in Anderlecht, involving the redevelopment of a former bus depot, and the Bervoets residential complex in Vorst. For both projects, CEI-De Meyer works closely with Immo BAM. The company is also executing the Ernotte projects in Elsene, the Bruyn West project in Neder-over-Heembeek, the Crossing Schaarbeek stadium, the combined convalescent and care home in Sint Niklaas, and the construction of the Kantienberg students’ complex in Ghent in conjunction with BAM PPP. and companies group BAM with combination in Working construction leading other Europe’s of some also organisations, infrastructure. major UK’s improving the prominent rolein reflected is position thestrong market in company’s The waste the securedbeenin substantialcontracts have that sectors. rail energymanagement,and BAM Nuttall continues to be one of the leading civil engineering contractors in the UK market. The company BAM Wallonie, Betonac. network (Belgium). expansion of the Charleroi light rail Railway bridge over the Sambre for 90 2010 Bidda, Qatar. Bidda, Qatar. Bidda, Al project het Ingenieurbau. van Al uit deel &Freytag Wayss project maakt het van uit deel maakt Taxis, Germany und Thurn Palais station, power Taxis, und Thurn Bernburg Palais kantoortoren, kantoortoren, hoge Woningbouw BAM hoge Woningbouw BAM scheme was opened for use two months ahead of ahead months two use for opened was scheme road carriageway dual bypass 2010, Castleisland the October In maintenance. and management motorway’s the in involved remains company The (CRG) partner. Group Roads Celtic as capacity its in constructed Civil BAM which scheme, motorway PPP Cullahill/Castletown M7/M8 Portlaoise 41 the of kilometre opening the 2010 May saw infrastructure. built Ireland’s of provision the to contributions significant makes and sector engineering civil the in leader market the is Civil BAM sectors. management waste/waste and management water/water transport, education, care, health the in particularly projects, construction and engineering civil Irish sustainable a of formation the in involved remain to opportunities sufficient sees company the circumstances, market challenging the Despite result. agood with review under year the end to able nonetheless was Contractors BAM check. in debt national the keep and sector banking the restructure to measures government to response in dramatically fallen has output Construction recession. economic Ireland’s of impact negative the experiencing now is Contractors BAM performance, excellent of years several After Property. BAM and Building BAM Civil, BAM as market Irish the on active is Contractors > BAM norms. current challenging and behaviour changing of aim the with workforce entire the throughout embedded being currently is ethos Zero Beyond The incidents. environmental and safety health, reportable of level low time all an with review in year the during results spectacular some yielded programme safety Zero Beyond Nuttall’s BAM pockets. geographical small to confined now is activity winning work although solid remain projects for tender to Opportunities healthy. fairly remains position book order forward the recession, current the Despite BAM International, BAM Infraconsult. BAM International, BAM Lanka. Sri harbour, fishing Dikkowita build, and Design 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 develop the site of the former Beamish and Crawford and Beamish former the of site the develop jointly to Ireland Heineken by selected was Property BAM Ireland. and Kingdom United the in architecture for prizes prestigious most the of one is which Trust Award, Civic the awarded was Theatre Shaw Bernard George and Art Contemporary for Centre VISUAL Mid-2010, Carlow City. the Cork and Regeneration, Glen the A&E, Hospital Kerry the station, police Station Garda Ballincollig the unit, residential health amental 2010 in include underway projects construction Other Dublin. in Development Housing Estate St Michaels the for contract the won 2011. early company in the December, In completion for due is unit Hospital Curaheen The Hospitals. James’ St and Hospital Beaumont (NPRO) at Oncology Radiation for Plan National the of part as units radiotherapy two completed 2010, of end Building the At BAM 2011. mid in completion for due is and construction under still is which Plant, Treatment 2011), Water Ballymore the and May in completed be 2will Phase review; under year the during completed 1was (Phase scheme development harbour Rónáin Cill the scheme, sewerage Bundoran and Killybegs the include underway projects engineering civil 2012. August in Other start to scheduled works on-site with Ireland Northern in Corridor Transport Western A5 (ECI) Involvement Contractor Early the for preparations technical the on work to continues Civil BAM 2014. of end the by 2011 completed be to and early in begin to expected is Work Corridor. Road Atlantic the of section 57 kilometre approximately an involves project DBFM This scheme. motorway Gort-Tuam PPP N17/N18 the for bidder preferred the as selected was BAM by headed 2010, aconsortium September In centre. town Castleisland the from away vehicles of 70 percent diverts bypass new The schedule.
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91 2010 Renewal of the tram line, Blackpool (United Kingdom). BAM Nuttall, BAM Rail. 4.7 kilometre4.7 twin-track tunnel, ofwhich more than 4.3 kilometres passes through bored tunnel. The project forms the backbone of the rail link between Zurich HB railway station, Altstetten and Oerlikon. With it, the Swiss rail company will create an east-west link, which is expected to be operational by mid 2014. The first section of the extensive Koralm rail scheme in Stiermarken (Austria) went into operation. Wayss & Freytag Ingenieurbau is leading the joint venture for this project (€77 million). Building component III is situated along the Werndorf Wettmannstätten section of track: the approximately eight kilometre Hengsberg tunnel. Wayss & Freytag Ingenieurbau is also building the kilometre32.9 Koralm tunnelbuilding (i.e. component I). The tunnel, the construction of which involves two bores, is a fundamental element of the highspeed line, which is part of the trans-European rail network, stretching from the Baltic to the Adriatic. Brewery in the historic Brewery Quarter of Cork City. The company continues to seek opportunities in an extremely sluggish property market. As in previous years, members 20 of our project management team graduated from the Master’s in Construction and Project Management (MScCPM) programme, which was developed by BAMContractors in conjunction with the Waterford Institute of Technology. > Wayss & Freytag Ingenieurbau is a leader in the German civil engineering sector and commands an impressive reputation in the field of tunnel construction. During the year under review, the company undertook productive joint ventures with various BAM companies, supporting the completion of ongoing projects and bringing in new orders. Together with BAM Civiel and third parties, Wayss & Freytag Ingenieurbau won the contract for the construction of the Sluiskil tunnel, which runs under the Ghent Terneuzen Canal. The Sluiskil tunnel’s construction will involve two bores of metresapproximately long and eleven 1,150 metres in diameter. This is comparable to the Westerschelde tunnel which was also built by a combination of Wayss & Freytag and other BAM companies. The Liefkenshoek railway tunnel project in the Port of Antwerp is proceeding apace. As part of this project, Wayss & Freytag Ingenieurbau – as part of the THV Locobouw building combination, which also includes BAM PPP and CEI-De Meyer – is constructing a kilometre16.2 stretch of twin track rail spanning the Schelde river. The breakthrough on the construction of the Weinberg tunnel in Zurich took place on schedule. Wayss & Freytag Ingenieurbau is part of the consortium, commissioned by the Swiss rail company SBB, which is constructing the Wayss & Freytag Ingenieurbau, Galère. Stafelter Tunnel, Luxembourg. 92 2010 BAM Utiliteitsbouw (with third parties). third (with Utiliteitsbouw BAM Rail, BAM Infratechniek, BAM Civiel, BAM Arnhem. roofs, platform and tracks station platform, afourth (735 metres), overpass arailway of Construction heating capacity. A new power station including staff staff including station power Anew capacity. heating of 450 MW additional an offer and demands energy term long Hamburg’s to respond will station power new The apace. proceeding is Hamburg in Moorburg station power fired coal MW 1,640 the of construction The schemes. station power in expertise its demonstrate to opportunities company the offer projects Various Germany. southern in corridors traffic important most the of one is motorway A8 The motorway. of stretch this of maintenance and management the includes contract year 30 The consortium. A8 Autobahnplus the of part as parties third with PPP BAM and Ingenieurbau & Freytag Wayss by completed was and Munich to Augsburg from motorway of stretch a37 kilometre involved project The schedule. of ahead opened be could and completed was Germany in scheme motorway PPP first The canal. congested heavily the under runs tunnel cable The authorities. maritime the for Canal Sea Sea-Baltic North the of end western the at Brunsbüttel in pressed was metres 2.2 of adiameter with tunnel cable A 450 metre parties. third and Galère includes that combination abuilding of part as tunnel this constructing is Ingenieurbau &Freytag Wayss stretch. metre a200 along pit building open an and explosives of use the involves tunnel road 2 kilometre the of construction The (Luxembourg). Stafelter in breakthrough bore first the for held were Celebrations railway. high-speed Leipzig/Halle Erfurt new the of part is tunnel railway kilometre 6.8 The scenario. case best optimistic most the even exceeded This schedule. of ahead respectively, months, six and four breakthrough the achieved machines drilling tunnel The work. tunnelling its completed AG successfully Netz DB manager infrastructure rail tunnel, Finne the of construction the on machines tunnelling both of breakthrough the With which is scheduled to be completed at the start of 2013. of start the at completed be to scheduled is which Tanzania, west south in section road Sumbawanga Laela the for scheme improvement road 95 kilometre the for contract the 2011. won also 2010, In International BAM in completed be will scheme improvement road Highway Gambia Tanzania Iyovia-Iringa 150The kilometre Salaam. es Dar in Airport International Nyerere Julius of renovation the completed International BAM Tanzania, In secured. was Qatar Doha, in pipelines two of construction the for 2010, contract year-end At the facilities. park car located area’s centrally the and pavilion round the between corridor afour-storey of construction the for contract the won company operating the Dhabi, Abu in Yas Island on pavilion welcome World Ferrari the of hand-over and completion the to Prior completed. was too, Mesaieed, in Company Fertiliser Qatar of plant production fertiliser and ammonia the for scheme expansion jetty the where Qatar, Doha, in tower Bidda Al 43 storey the and building, residential Hitmi Al the Dubai, in Gate Battuta Ibn complex hotel and office retail, the over handed and completed International BAM East, Middle the In sectors. engineering civil the and construction residential non- the both in worldwide progress in projects several has company the Currently Libya. and Tanzania Guinea, New Papua Lanka, Sri Indonesia, Australia, States, Gulf the in active is International >BAM towers. cooling hyperbolic of construction the in expertise extensive has Ingenieurbau &Freytag Wayss scheduled. as time on (Westphalia) Hamm in client the to over handed were towers cooling station’s power The (EAB). GmbH Bernburg for built was station power The specifications. technical rigorous most the meets that plant incineration waste art the of astate includes complex The Bernburg. in completed was layout site and rooms
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93 2010 Design, construct and maintain 1,250 metres of quaywall in Eemshaven, the Netherlands. BAM Civiel. BAM International is executing both road construction projects in combination with the Danish construction company Per Aarsleff. In the Asia Pacific area, BAM International – together with the Australian civil engineering company Clough Ltd – won the contract to design and build an LNG jetty in PapuaNew Guinea, as well as supplementala contract for the construction of all pipes and electro-mechanical systems. BAM Decorient Indonesia is preparing the concrete elements for this project. Earlier in the the year, Indonesian subsidiary won the contract to produce 22,000 Xbloc concrete armour units, which will be used by third parties for the construction of a jetty for the Gorgon LNG project on Barrow Island in Australia. In Jakarta, the renovation of an office building for TMT was completed. BAM Decorient is currently building a 36 storey office scheduled tower, for transfer to Tempo In Sri Lanka,Realty the construction in 2011. of a new fishing port is proceeding apace in Dikkowita, about ten kilometres north of Colombo, which is scheduled for completion in 2011. In December BAM Decorient 2010, Indonesia won the contract to design and build an LNG jetty in Tanjung Priok, Jakarta. Betonac. interchange, Lummen, Belgium. Redesign motorway and of the E314 E313 Kantienberg students’ complex: approximately 650 residential units, a restaurant and a car park, Ghent (Belgium). BAM PPP, CEI-De Meyer. Insert: Widening of 37 kilometres of the A8 motorway between Augsberg and Munich (Germany). BAM PPP.
Public Private Partnerships
Key figures Public Private Partnerships sector
(x € million) 2010 20091 Revenue 311 253 Result before tax 3.5 11.2 Margin before tax 1.1% 4.4% Order book (year-end) 1,288 755
1
Adjusted to IFRIC 12. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
95 2010 two school projects of theBuilding Schools for the Future scheme in Somerset and Camden, United Kingdom; an accommodation project Utrecht- and the A12 Lunetten-Veenendaal motorway expansion scheme, the Netherlands; motorway Gort-Tuam scheme in Galway,the N17/N18 Ireland (preferred bidder). about national debt. Despite these circumstances, the market offered scope for new contracts and growth in the acceptance of PPP assets as a strategically valuable investment tool due to the relatively secure cash flows they offer. Additions to the PPP portfolio included: in 2010 • • • a justice complex in Bremervorde, Germany; • During the year under review, BAM PPP’s bidding activity was high. This is expected The to continue in 2011. Netherlands and Belgium were the most active markets, offering a wide range of road, rail, judicial, education and general accommodation schemes. The United Kingdom and Ireland faced intense public expenditure cuts. Although discontinuation of the British Building Schools for the Future programme disrupted project planning, the austerity measures had little impact on the other projects. During the year under review, the German market continued to develop steadily. Underlying performance of the operational concessions are stable and in line with expectations. sawThe the year completion 2010 of the West Dunbartonshire school project in the United Kingdom, motorwaythe M7/M8 scheme in Ireland, and the A8 motorway scheme in Germany. During the the market year 2010, for investments in completed projects grew, as demonstrated by rising cash and cash equivalent levels in existing funds and new fund market entries. The decision has been taken to allow scope for favourable market development and to delay disposals with a view to further value improvement. However, the Group’s long-term strategy remains focused on achieving the underlying value of a number of contracts in the PPP portfolio. Part of the sources released is used to support investments in new projects. The disposals programme has so far generated a result of €45 million for the Group.
Operating from offices in Bunnik, Birmingham, Brussels, Dublin, Frankfurt am Main and Glasgow, BAM PPP is active in the roads, rail, education, health care, judicial and general sectors and is well positioned for operations in European home markets. The result before tax decreased due to a in 2010 combination of higher costs attributable to a greater number of tenders, lower deposit interest rate, sluggish economic growth in the home markets, and lack of revenues from disposals. Continued portfolio growth resulted in increased operating income. BAM PPPIn acquired 2010, six new concessions, five of which have meanwhile reached financial BAM PPP is responsible for Royal BAM Group’s involvement in the European Public Private Partnerships (PPP) market. BAM PPP’s result reflects the income from investment activities. Performances arising from construction and maintenance activities associated with PPP projects are reported under the relevant sectors. close. The new concessions will increase the committed net investment obligation for the portfolio by €73 million to €240 million million), (2009: of which €189 €87 million (2009: million) €61 has actually been invested. These investments offer good options to generate additional value as the projects get closer to completion and deployment. As December at BAM 31 hadPPP 32 2010, contracts in its order book (including the preferred bidder contract in Ireland), of which are 21 operational. BAM PPP manages contracts;25 the remaining seven contracts involve only a very limited amount of shareholder’s equity and are managed by sister companies responsible for the construction and maintenance work under the contract. BAM PPP projects are evenly distributed across the home markets.The ratio of accommodation and civilengineering projects is also balanced, although civil engineering schemes are far greater in scope. Of shareholders’ equity, percent65 is related to these projects. the EuropeanIn 2010, PPP market developed further. Governments’ trust in PPP as a tendering process has further gained ground. BAM is well positioned to play a key role in this burgeoning market by offering partners fromthe public sector comprehensive integrated solutions, which draw from the wide range of services available to the entire BAM organisation. Uncertainty about the future of the economy is rife as demonstrated by the austerity programmes being pursued by various national governments and from the growing concern Aquatic centre, Amersfoort (the Netherlands). Insert: Sustainable energy supply for 180 apartments in the Brander and Stoker apartment buildings, Groningen (the Netherlands). BAM Techniek (design and build), BAM Duurzaam (energy supply), AM (joint venture), BAM Woningbouw (joint venture).
Mechanical and electrical contracting
Key figures Mechanical and electrical contracting sector
(x € million) 2010 2009 Revenue 281 260 Result before tax 7.5 9.0 Margin before tax 2.7% 3.5% Order book (year-end) 397 428 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
97 2010 been implemented as part of various projects to meet sustainability objectives. Projects of note includethe development and construction – together with AM and third parties – of the Kopstukken residential project in Amstelveen, for which BAM Techniek will manage the heat and cold storage system. In its role as Amsterdam Arena sustainability partner, BAM Techniek-Energy Systems has conducted a feasibility study to make the stadium complex carbon neutral The company by 2015. then went on to win the contract for this project. The Technical Management work involves multidisciplinary system management. a multi year In 2010, contract was concluded with Academic Medical CentreAmsterdam for structural, electrical and mechanical maintenance and the management of four locations. Various psychiatric centres and research laboratories were maintained in conjunction with BAM Utiliteitsbouw. A maintenance contract for various shopping centres was concluded with Corio Nederland. In addition, preventive and corrective maintenance contracts were concluded with ABN AMRO, Fortis, ING and Rabobank. Koninklijke Vopak awarded BAM Leidingen & Industrie the contract for the expansion of the petrochemical storage terminal, the construction of which was begun in 2009, in the Port of Amsterdam. BAM Techniek-Industrie bears responsibility for the systems and plants for these projects. In the industry segment, the company provided the electrical systems for the Nmi-GasCal project – the world’s largest test location for oil and gas flow quantity measurements. Cisco/Tandberg appointed BAM Techniek-ICT/Digacom as visual communication specialist. With this title, BAM Techniek-ICT will be able to offer clients and users the entire range of Cisco/Tandberg video and visual communication solutions. One of BAM Techniek-ICT’s larger contracts involved in 2010 the ICT connection infrastructure of the Stichting Kasteel Keukenhof estate. During the year under review, Interflow (cleanrooms, operating theatres, sterile production spaces and laminar flow units) saw to the installation of the GMP Hot Lab at the Radionuclide Centre new-build scheme for VU Medical Centre in Amsterdam. BAM Gebouwbeheer – the BAM Techniek BAM Utiliteitsbouw joint venture – concluded contracts with such clients as the funeral business Monuta for the management and electrical/mechanical maintenance of branches,55 including the head office in Apeldoorn. quality service package across the entire spectrum of its areas of expertise. In 2010, collaboration among the BAM companies intensified. In addition to the many projects undertaken by BAM Techniek together with BAM Utiliteitsbouw, other joint ventures, e.g. BAM Industrie Services were (BIS), further bolstered, enabling BAM Civiel, BAM Leidingen & Industrie and BAM Techniek to bundle their expertise and offer it as an integrated package of services to their industrial clients. BAM Techniek-ICT bears responsibility for the design and implementation of the ICT infrastructure of various BAM projects, including the Maasziekenhuis Pantein hospital scheme. This gives rise to ‘connected buildings’ which offer fully integrated ICT services, such as video communication. BAM Techniek has acquired a solid market position via its BAM Techniek serves its customers throughout the Netherlands from sites and 14 offers a complete, high involvement in PPP projects. BAM Techniek completedIn 2010, the system installation project for a DutchView recording studio in the CultuurparkWestergasfabriek inAmsterdam, the Tynaarlo town hall renovation project in Vries, the De St@art group accommodation project at Apenheul zoo in Apeldoorn, and the Maasziekenhuis Pantein scheme in Boxmeer. Other contracts included the air dust ducts of the Van Leeuwenhoek Laboratory for nanotechnology in Delft, a laser technology training cleanroom at Philips Extreme UV in Aachen (Germany), new-build systems and plants for the Achmea Campus scheme in Apeldoorn, the penal institution in Maastricht, and the Blaak31 office development in Rotterdam. knowledge specialist unique and has Techniek BAM sustainability the experience swimmingraising profile in of cold and heat system innovative for the 2010, In pools. sustainability the raise to storage fromdrinking water was Veenendaal swimming in the poolprofile of company conjunctionwater implemented the within cooling system’s the using schoolis adjacent Vitens.The Othersustainabilitycapacity. projects includedthe the be will which Klazienaveen, swimmingin poolNeptunus energy an firsthave Netherlandsto the swimming poolin new-build the in rating,diving centre ‘A’ an with label Oegstgeest,high-end several and privateswimming pools. Together with the Energy Systems business unit, BAM Techniek has developed a good reputation as a consultant for sustainable energy systems. Heat and cold storage has BAM Techniek is a national operator in multidisciplinary mechanical and electrical contracting, with more than 1,500 employees. As a prominent knowledge-based company, BAM Techniek develops, designs, constructs, manages and operates mechanical and electrical systems in non-residential construction, industrial, civil engineering and residential construction projects. Production and storage of medical and care products for Paul Hartmann AG, Gus-Khrustalny, Russia. Tebodin.
Consultancy and engineering
Key figures Consultancy & engineering sector
(x € million) 2010 2009 Revenue 210 207 Result before tax 13.6 11.6 Margin before tax 6.5% 5.6% Order book (year-end) 101 110 WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
99 2010 represents the company’s first foray onto the African continent. A second office was opened in Oman in Sohar, and a fourth office in Russia was opened in Rostov on Don. The opening of a second branch in China (Guangzhou) bolsters our presence in South China. In North-West Europe, the branches in the Netherlands succeededin maintaining high capacity usage through the acquisition of small and medium sized contracts and the continuation of activities for the oil and gas sector and the energy sector. The price levels of tenders for major projects are under pressure due to the intensified competition resulting from substantial drops in demand. The LOP contract with NAM has been extended for a 2.5 year period. This engineering, procurement and construction (EPC) framework contract (together with partners Cofely and A. Hak) includes all gas projects on NAM’s small gas fields on Dutch territory. In the Netherlands, Tebodin also won projects put out by Syngenta, Odfjell, GDF Suez, Global Switch, Bolletje, Siemens Oostenrijk, Delta Lloyd and Orgaworld. A large-scale EPC project for Gasunie, involving the underground storage of nitrogen, is currently underway. Turnover in Germany, particularly fell short in 2010, H2 of expectations. organisational At the start of changes 2011, will be made in response to market conditions. Contracts fromDSM and Evonik were won. The Belgian offices’ marketing activities led to contracts in Poland and Russia for PPP projects, SunChemical, Hexion and Praxair. A three year framework contract for engineering and project management services was concluded with BASF Antwerpen. Most of the Central and Southern European branches faced a recovering market. As the recovery in Poland did not materialise, turnover in that country fell short of expectations. The reorganisations initiated in 2009 have been completed. In Poland, Tebodin won contracts for two major wind farm schemes for Green Bear and GDF Suez. In addition, contracts were awarded by Vattenfall, Aurelian, Premium Red and GDDKiA (civil engineering projects). The recovery of the auto industry is apparent fromnew build contracts with Caterpillar turbine (for refurbishment) in the Czech Republic, SMR parts (auto manufacturing) in Hungary, and Ford supplier IAC in Romania, as well as car glass manufacturer PGW in Poland. Tebodin achieves approximately 40 percent of its operating income in the oiland gas market and 5 percent in both the energy and environment sector. The industrial sector accounts for about percent 20 of turnover, while the pharmaceutical and foodstuffs industries together contribute 5 percent to turnover, as does the property sector. The chemical sector accounts for about percent 15 of turnover, and the remaining percent 10 comes from civil engineering projects. Celebrating its 65th anniversary Tebodin in the year 2010, sees the year under review as the first since the crisis took grip of the global economy at the end of 2008 in which the international business community seems to be making a recovery. Clients are again demonstrating their confidence in the future and are more willing to invest compared to previous years. Despite this positive development, the market circumstances for many Tebodin branches proved anything but Although easy. intensified competition is placing increased pressure on pricing, result was acceptable. Tebodin’s for 2010 Various offices have expanded their sustainable design and technology services through the implementation of the Leadership in Energy & Environmental Design (LEED) methodology,the BRE Environmental Assessment Method (BREEAM), a measurement based methodology for calculating building environmental performance, and cradle to cradle services. Tebodin further expanded its international network of offices. The new branch in the Libyan capital of Tripoli An independent multidisciplinary consultancy and engineering firm with approximately 3,000 employees active round the world, Tebodin Consultants & Engineers has about 50 offices throughout Western, Central and Eastern Europe, the Middle East, Asia and Africa. extensive Tebodin’s office network is important for providing optimum services not only to single-country clients, but also to ‘global clients’ operating in different countries. 100 2010 good level of turnover. of level good a to contributed &Gamble Procter and Van Melle Perfetti AkzoNobel, Bunge, for projects Various developments. favourable highly experienced Vietnam in office The ONGC. and Reliance for projects gas and oil various with growth continued reflect India in Activities won. been have contracts sized modestly first the which for industry, auto the of rise rapid the facing is company the country, this In brewery. Heineken anew for completed and executed was aproject branch, anew opened Tebodin where China, of south the In Sabic. and Cabot Sudchemie, Evonik, DSM, including industry, chemical the in clients international major various for projects completed meanwhile has Tebodin China, In activities. Tebodin in growth rapid the for support local provide to director regional Asia East an named has company The region. this in network its expand further to prospects excellent Tebodin offer markets Asian South-East The Sabic. for aproject in resulted have Arabia Saudi in branch the of activities marketing The years. seven for runs contract This Shell. Dutch Royal and Oman of Government the involving venture ajoint is which PDO, with contract amajor (STS) –concluded Services Technical Special with –together Tebodin Oman, In started. was Chemical Dow with contract framework alarger of project first The markets. water and infrastructure gas, and oil key the in active is and 850 than more employs East Middle Tebodin growth. resumed reflect all Bahrain and Oman Qatar, Emirates, Arab United the in branches The high. remains services Tebodin for demand the East, Middle the In won. were Elakhdar Elsahel manufacturer feed animal for contracts first the established, was Africa in branch first the and network Tebodin the in office newest the where Libya, In Energy. Eco for plant energy to awaste for undertaken been has A project asuccess. been have to seems production steel and sector public the on focus The result. the to contribution solid a made offices three the years, previous than favourable less are Ukraine the in conditions market Although plant). production (nappy Hartmann and factory) (new cement Lafarge Nestlé, Siemens, Yokohama, instance, for from, won been have schemes build new for contracts Various Europe. Eastern in position market aformidable acquiring is Tebodin offices, Ukrainian and Russian its with Together
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2010 101 Financial Statements 2010 Statements Financial Consolidated balance sheet as at 31 December Consolidated Consolidated income statement income statement Consolidated comprehensive of equity Consolidated statement Consolidated cash flow statement financial statements Notes to the consolidated 1. General information 2. Business model accounting policies 3. Summary of significant 4. Financial risk management and judgements 5. Critical accounting estimates 6. Segment information 7. Overview of projects 8. Property, plant and equipment 9. Intangible assets 10. PPP receivables 11. Associates 12. Other financial assets 13. Inventories 14. Trade and other receivables 15. Cash and cash equivalents 16. Share capital 17. Reserves 18. Capital base 19. Borrowings 20. Derivative financial instruments 21. Employee benefit assets and obligations 22. Provisions 23. Deferred tax 24. Trade and other payables 25. Personnel expenses 26. Impairments 27. Auditors’ fee 28. Finance income and expense 29. Income tax expense 30. Earnings per share 31. Dividends 32. Contingencies 33. Commitments 34. Business combinations 35. Non-current assets held for sale and discontinued operations 36. Related-party transactions 37. Joint ventures 38. Concessions 39. Government grants 40. Research and development 41. Events after balance sheet date Company balance sheet as at 31 December Company income statement Notes to the company financial statements Other information Independent auditor’s report Overview of principal subsidiaries and associates Royal BAM Group nv executive officers Ten year key figures Key financial dates 102 103 104 105 106 107 107 107 108 121 126 128 131 133 135 138 139 140 141 141 143 144 145 145 146 152 153 158 159 160 161 161 162 162 163 163 164 165 166 167 168 168 170 171 172 173 173 174 174 175 184 187 188 189 190 192 102 2010 18 22 20 24 19 23 22 21 20 19 17 16 35 15 20 14 13 23 21 20 12 11 10 9 8 The notesonpages107to173areanintegralpartoftheseconsolidated financialstatements. Capital base Total equityandliabilities Current liabilities Income taxpayable Provisions Derivative financialinstruments Trade andotherpayables Borrowings Non-current liabilities Deferred taxliabilities Provisions Employee benefitobligations Derivative financialinstruments Borrowings Group equity Non-controlling interest Equity attributabletotheCompany’sshareholders Retained earnings Reserves Share capital Total assets Current assets Non-current assetsheldforsale Cash andcashequivalents Derivative financialinstruments Income taxreceivable Trade andotherreceivables Inventories Non-current assets Deferred taxassets Pension planassets Derivative financialinstruments Other financialassets Associates PPP receivables Intangible assets Property, plantandequipment (x €1,000) Consolidated balance sheet as at 31 December
1,301,512 7,133,847 3,716,159 3,267,605 2,316,055 1,904,021 1,101,633 1,099,941 7,133,847 4,574,339 2,085,888 1,564,208 2,559,508 (196,916) 366,984 120,902 149,305 587,391 709,466 913,792 174,063 111,966 210,781 753,313 850,156 409,064 22,549 54,999 66,363 75,464 48,463 4,022 1,692 1,684 8,672 1,702 2010 95
1,076,763 6,808,841 3,833,011 3,361,352 2,094,616 1,714,728 6,808,841 4,619,572 2,110,349 1,737,445 2,189,269 (181,396) 392,097 133,462 881,214 875,042 587,059 469,379 718,700 108,005 196,062 498,293 818,355 425,724 19,295 57,658 57,882 94,107 94,437 50,887 76,669 66,160 2,609 6,172 2,107 2009 84 1
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2010 103 1 0.18 0.18 2009 4,963 2009 (2,712) 44,781 28,732 89,058 36,231 31,268 36,231 (68,476) (57,864) (52,827) (102,731) (134,331) (320,569) 8,324,160 (1,309,717) (4,920,481) (1,602,095) (8,392,636)
0.08 0.08 2010 2010 2,585 3,040 (7,589) 87,155 33,719 25,955 18,366 15,326 18,366 (30,296) (64,623) (108,271) (128,196) (356,128) 7,610,742 (1,276,641) (4,261,610) (1,512,777) (7,641,038)
Consolidated income statement income Consolidated (x €1,000) Basic Fully diluted Revenue Raw materials and consumables other external charges Subcontracted work and Personnel expenses Amortisation and depreciation Impairments Other operating expenses Exchange rate differences Total operating expense Operating result Finance income Finance expense Result from associates Result before tax Income tax Net result for the year Attributable to: Shareholders of the company Non-controlling interest Adjusted for rights issue. 1 The notes on pages 107 to 173 are an integral part of these consolidated financial statements. Earnings per share for net result attributable to shareholders of the Company (in € per share) 30 30 28 28 11 29 25 9 8, 26 6 104 2010 20 The notesonpages 107to173areanintegralpartof theseconsolidatedfinancialstatements. ¹ Non-controlling interest Shareholders ofthecompany Attributable to: Total comprehensiveincome Other comprehensiveincome - Associates - Subsidiaries Currency translationdifferences¹ Fair valuecashflowhedges¹ Net resultfortheyear Aftertax. (x €1,000) Consolidated comprehensive income statement
(15,669) (38,916) 22,153 18,366 2,697 2,891 2,697 1,094 2010 (194)
100,492 100,492 64,261 34,922 28,454 36,231 95,220 5,272 2009 885
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2010 105 19 885 1,094 2,697 Group equity (3,871) (6,015) (2,486) 64,261 36,231 22,153 18,366 28,454 34,922 (68,557) (72,409) (38,916) (15,669) (13,864) 100,492 881,214 240,087 217,722 853,131 1,101,633
- - - - 9 94 215 309 (959) (158) (149) (344) Non- 5,730 4,963 5,272 6,172 3,040 2,891 1,692 (3,871) (4,830) (4,541) (2,486) (7,371) interest controlling
- - 19 885 (194) Total 1,094 (1,474) 22,144 15,326 28,239 34,828 63,952 31,268 95,220 (67,579) (38,758) (15,520) (13,520) (67,598) 875,042 240,087 225,093 847,401 1,099,941
------2 (1,474) 31,268 31,268 15,326 15,326 (67,598) (67,596) (13,520) (14,994) 623,387 587,059 587,391 earnings Retained
------885 1,094 28,239 34,828 63,952 63,952 22,144 Equity attributable to (38,758) (15,520) (15,520) Reserves (245,348) (181,396) (196,916)
------17 17 Share capital 469,362 469,379 240,087 240,087 709,466 the Company’s shareholders
Consolidated statement of equity of statement Consolidated (x €1,000) The notes on pages 107 to 173 are an integral part of these consolidated financial statements. At 1 January 2009 Fair value cash flow hedges Currency translation differences - Subsidiaries - Associates Net result recognised directly in equity Net result for the year Total comprehensive income Conversion of preference shares Dividend paid Other movements At 31 December 2009 Fair value cash flow hedges Currency translation differences - Subsidiaries - Associates Net result recognised directly in equity Net result for the year Total comprehensive income Issue of ordinary shares Dividend paid Acquisition of non-controlling interest Other movements At 31 December 2010 16 31 11 20 16 31 11 20 106 2010 15 15 19,20,28 16, 19 31 19 19 16 11 10,11,12 9 8 11, 12 12 10 9 8 21,22 11 28 28 11,12,26 9, 26 8, 26 9 8 29 The notesonpages107to173areanintegralpartoftheseconsolidated financialstatements. Net cashpositionatendoftheyear Exchange ratedifferenceonnetcashposition Net cashpositionatbeginningoftheyear Increase/decrease innetcashposition Net cashflowfromfinancingactivities Changes inderivatives Conversion ofconvertiblepreferenceshares Dividend paidtonon-controllinginterest Dividend paid(includingpreferencedividend) Repayment ofnon-currentborrowings New non-currentborrowings Net proceedsfromrightsissue Net cashflowfrominvestingactivities Dividends received(includingpreferencedividend) Interest received Other movementsinnon-controllinginterest Divestments infinancialassets Divestments inintangibleassets Divestments inproperty,plantandequipment Investments inotherfinancialfixedassets Investments innon-currentreceivables Investments inPPPreceivables Investments inintangibleassets Investments inproperty,plantandequipment Acquisition ofsubsidiaries Net cashflowfromoperatingactivities Income taxpaid Interest paid Cash flowfromoperatingactivities Changes inworkingcapital(excludingnetliquidities) Changes inprovisions - Resultfromassociates - Financeexpense - Financeincome - Resultonsaleofproperty,plantandequipment - Impairmentofotherfixedassets - Impairmentofintangibleassets - Impairmentofproperty,plantandequipment - Amortisationofintangibleassets - Depreciationofproperty,plantandequipment - Taxation Adjustments for: Net resultfortheyear (x €1,000) Consolidated statement cashflow
(353,550) (234,956) (250,080) (101,342) 912,870 715,152 185,491 375,960 503,287 240,087 149,281 137,042 (13,520) (10,664) (35,939) (80,538) (69,159) (33,719) (87,155) 12,227 16,291 86,761 35,323 14,615 44,487 64,623 10,947 97,324 18,366 (2,570) (3,538) (4,628) (3,452) (2,573) 5,112 7,589 2010 (344) 884 11 - - -
(544,453) (253,993) (158,839) (112,105) 715,152 509,735 192,189 103,762 720,210 342,420 506,443 430,977 (67,598) (30,755) (14,161) (56,887) (99,134) (12,598) (51,918) (22,269) (28,732) (44,781) (89,058) 13,228 21,396 45,832 33,997 16,686 57,864 22,747 41,584 93,003 36,231 (3,402) 9,728 2009 (959) (851) 470 (36) - - -
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2010 107
Notes to the consolidated financial statements financial consolidated the to Notes Business model Business General information General 2. activities from an accounting perspective. It should be borne in mind This paragraph presents a summary of the Group’s that subject and that it does not form a part of the summary of significant that the information set out here is limited to 3. accounting policies as described in paragraph The Group’s activities can be summarised as follows: parties; • Construction contracts for projects with third • Projects for the Group’s own risk (property development); • Public-private partnership (PPP) projects; • Rendering of services and other activities. construction contracts with third parties. Revenues and results from 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 progress billing. development) are treated as inventory on the balance sheet. Projects initiated at the Group’s own risk (property in the income statement from the moment the beneficial ownership of Revenue, costs and (net) result are recognised to third parties. From that moment on, the projects on the balance projects is (continuously and/or partially) transferred 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 receivables) and intangible their actual use. These projects are accounted for on the balance sheet as financial assets (PPP separately, under assets (PPP concessions), respectively. Non-recourse PPP loans for these projects are recorded If income depends on the borrowings, and the recourse proportion of PPP loans are recorded under other project loans. to PPP receivables and availability of a facility, cash inflows will consist of payments and interest income with regard will consist of payments (deferred) concession revenue. If income depends on the actual use of a facility, cash inflows for borrowings and actually received for using the facility. Cash outflows consist of repayments of and interest expense are accounted for in the the cost of concession activities. The interest result, concession result and depreciation expense contracts and construction income statement. During their construction phase, PPP projects are treated as construction revenue is recognised. Please refer to Notes 3.7, 3.16, 3.22. 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. will be recognised as an If it is probable that total contract cost will exceed total contract revenue, the expected loss If there is adequate certainty expense. Acquisition costs for new projects are initially recognised in the income statement. that a project will be awarded to the Group, the costs will be subsequently capitalised. Royal BAM Group nv (´the Company´) was incorporated under Dutch law, and is domiciled in the Netherlands. Netherlands. the in domiciled is and law, Dutch under incorporated was Company´) (´the nv Group BAM Royal The consolidated financial statements for the year 2010 cover the Company and its subsidiaries (referred to together as as together to (referred subsidiaries its and Company the cover 2010 year the for statements financial consolidated The ventures. joint in share its and Group´), ´the Exchange. Stock Amsterdam Euronext the on listing a with company liability limited public a is Group BAM Royal on Board Executive the by publication for approved were and 2010 year the cover statements financial consolidated These be will and 2011 March 2 on Board Supervisory the by approved were statements financial 2010 The 2011. March 2 2011. April 20 on Shareholders of Meeting General annual the to adoption for submitted 1. 1. 108 2010 moment theGroup nolongerhascontrol. Subsidiaries arefullyconsolidated from thedateonwhichGroupobtainscontrol.Theyaredeconsolidated fromthe account thepotentialvotingrights whichareexercisableatthebalancesheetdate. operational policies,generallyaccompanied bythepossessionofmorethanhalfvotingsharesand takinginto Subsidiaries includeallentitiesover whichtheGroupdirectlyorindirectlyhaspowertocontrolfinancial and a) 3.2 issues soastounderstandingoodtimethederivingconsequencesfor itsfinancialstatementsandoperations. The Groupisfollowingcloselythedevelopmentsinareaoffinancial accounting,particularlywithregardtotheabove • • The GroupiscurrentlyevaluatingthepotentialimpactoffollowingIFRSprovisionsonGroup’soperations: • • • • In 2010,theGroupappliedfollowingIFRSstandardsforfirsttime: amortised cost. Derivatives arestatedatfairvalue.Financialliabilitiesinitiallyrecognisedvalueandsubsequently financial instrumentsvaluedatamortisedcostaresubjecttoimpairmenttestingandadjusteddownwards,ifrequired. The consolidatedfinancialstatementshavebeenpreparedbasedonthehistoricalcostconvention.Allnon-currentsand statements. the statutoryfinancialstatementsbebasedonaccountingpoliciesasadoptedinconsolidated prepared inaccordancewiththefacilitydetailedunderSection362(8)ofBook2NetherlandsCivilCode,bywhich Title 9Book2andSection402oftheNetherlandsCivilCode.Thesefinancialstatementshavealsobeen The statutoryaccountsofRoyalBAMGroupnvhavebeenpreparedinaccordancewiththeprovisionssetout Reporting Standards(IFRS)asendorsedbytheEuropeanUnion. The consolidatedfinancialstatementsoftheGrouphavebeenpreparedinaccordancewithInternationalFinancial 3.1 3. pension asset. IFRIC 14(Revised)‘Prepaymentsofaminimumfundingrequirement’. Therevisedstandarddealswithrecognitionofa of thisonitsdisclosure; standard hasasyetnotbeenendorsedbytheEuropeanUnion.TheGroupiscurrentlyevaluatingpotentialimpact IAS 24(Revised)‘Relatedpartydisclosures’.Therevisedstandardclarifiesthedefinitionofarelatedparty. at Grouplevel)andashiftof€29millionfromoperatingincometofinanceincome. in operatingincomeasaconsequenceoftherecognitionconstructionrevenue(constructioniseliminated equity, netresultorcashflows.However,inthePPPsectorfor2009,applicationledtoanincreaseof€216million and maintenanceofpublicinfrastructureservices.ApplyingthisinterpretationhasnomaterialimpactontheGroup’s the treatmentandrecognitionofagreementswherebyGroupparticipatesindevelopment,funding,operation IFRIC 12‘Serviceconcessionarrangements’.Thisinterpretationwasfirstappliedretrospectivelyin2010anddealswith result; amount ofasegmentasusedinthereporting.TheapplicationhasnoimpactonGroup’sequityornet IAS 36(Revised)‘Impairmentofassets’.Thisrevisionrequiresthatcash-generatingunitsdonotexceedthecarrying equity, netresultorcashflows; ownership interestsinsubsidiaries.Theapplicationwitheffectfrom1January2010hasnoimpactontheGroup’s IAS 27(Revised)‘Consolidatedandseparatefinancialstatements’.Thisrevisiondealswithaccountingforchangesin on orafter1January2010,thishasnoimpacttheGroup’sequity,netresultcashflows; goodwill andtheaccountingtreatmentofacquisition-relatedcostinincomestatement.Astoacquisitionsmade IFRS 3(Revised)‘Businesscombinations’.Thisrevisionisconcernedwith,amongotheraspects,thevaluationof Subsidiaries Consolidation General Summary of significantSummary accounting policies
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2010 109 Transactions with non-controlling interests Associates Joint ventures Elimination of inter-company transactions
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. 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 The purchase method of accounting is used to account for the Group’s acquisition of subsidiaries. The consideration acquisition of subsidiaries. The consideration accounting is used to account for the Group’s The purchase method of y transferred, the liabilities incurred and the equit of a subsidiary is the fair value of assets transferred for the acquisition a value of any asset or liability resulting from consideration transferred also includes the fair issued by the Group. The as incurred. agreement. Acquisition-related costs are expensed contingent consideration their measured in the financial statements at and (contingent) liabilities acquired are initially Acquired identifiable assets fair a possible non-controlling interest either at date. For each acquisition, the Group values fair values at the acquisition of the acquired party. interest share in the identified net assets value or at the non-controlling value at acquisition date of an interest in the the non-controlling interest or the fair If the consideration transferred, net fair value of the Group’s share in the identifiable existed at the acquisition date exceed the acquired party that already If the consideration transferred is less than the fair value of the assets, the difference will be recorded as goodwill. directly to the income statement. identifiable net assets, the difference will be taken b) has significant influence but no control, generally accompanied by the Associates are all entities over which the Group shares and taking into account the potential voting rights which are possession of more than one fifth of the voting exercisable at the balance sheet date. at cost and subsequently based on the equity method. Investments in Investments in associates are initially recognised impairment losses) identified on acquisition. The Group recognises associates include goodwill (net of any accumulated attributable results in the carrying amount of the participating interest. its part of the associates’ changes in reserves and results is recognised in the income statement. The Group’s share in the The Group’s share in the participating interest’s the acquisition date is recognised in the Group’s reserves. The Group participating interest’s changes in reserves after amount of the investment (including other unsecured receivables), does not recognise any losses exceeding the carrying unless it has an obligation to do so. the Group obtains significant influence, until the date on which that Associates are recognised from the date on which significant influence ceases to exist. c) 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 financial statements. expenses, assets and liabilities on a line-by-line basis with corresponding items in the Group’s d) subsidiaries are Inter-company transactions, assets and liabilities and unrealised gains on transactions between impairment of the asset eliminated. Unrealised losses are also eliminated unless the transaction results in a demonstrable transferred. eliminated to the extent of Unrealised gains on transactions between the Group and its associates and joint ventures are losses unless the the Group’s interest in the participating interest or joint venture. This also applies to unrealised transaction results in a demonstrable impairment of the asset transferred. where necessary to The accounting policies applied by subsidiaries, associates and joint ventures have been adjusted ensure consistency with the policies adopted by the Group. 110 2010 Pound sterling Average rate Pound sterling Spot rateonbalancesheetdate The euroexchangeratesusedfortheGroup’smajorforeigncurrencies areasfollows: d) translation atyear-endarerecognisedintheincomestatement. closing rate.Foreignexchangegainsandlossesresultingfromthesettlementofsuchtransactions transaction. Ateachbalancesheetdate,monetaryitemsdenominatedinforeigncurrenciesaretranslatedusingthe Foreign currencytransactionsaretranslatedintothefunctionalusingexchangerateatdateof c) foreign entityandtranslatedattheclosingrate. Goodwill andfairvalueadjustmentsarisingontheacquisitionofforeignentitiesaretreatedasassetsliabilities (iii) (ii) (i) currency aretranslatedintothereportingasfollows: The resultsandfinancialpositionsofallsubsidiariesthathaveafunctionalcurrencywhichdiffersfromthereporting b) (x 1,000)unlessstatedotherwise. primary economicenvironmentinwhichtheentityoperates(‘thefunctionalcurrency’)andarepresentedthousands currency. ItemsincludedinthefinancialstatementsofGroup’scompaniesaremeasuredusingcurrency The Group’sconsolidatedfinancialstatementsarepresentedineuro(€),whichisthefunctionalandreporting a) 3.4 line withtheinternalreportsasprovidedtoExecutiveBoardbasedonthismanagementmodel. Partnership, MechanicalandelectricalcontractingConsultancyengineering.Thesegmentedinformationisin subsidiaries underthemembers.TheGroup’ssectorsare:Construction,Property,Civilengineering,PublicPrivate The ExecutiveBoardmadeasectordivisiontodivideitsfocalareasregardingcontrolandmonitoringoftheGroup’s 3.3 amounts previouslyrecognisedinothercomprehensiveincomearereclassifiedtoprofitorlosswhereappropriate. If theownershipinterestinanassociateisreducedbutsignificantinfluenceretained,onlyaproportionateshareof other comprehensiveincomearereclassifiedtoprofitorloss. Group haddirectlydisposedoftherelatedassetsorliabilities.Thismaymeanthatamountspreviouslyrecognisedin any amountspreviouslyrecognisedinothercomprehensiveincomerespectofthatentityareaccountedforasifthe Exchange rates Subsidiaries withtransactionsdenominatedinforeigncurrencies all resultingcurrencytranslationdifferencesarerecognisedincomprehensiveincome. income andexpensesforeachstatementaretranslatedataverageexchangerates; assets andliabilitiesforeachbalancesheetaretranslatedattheclosingratedateofthatsheet; Subsidiaries withfinancialstatementsdenominatedinforeigncurrencies Functional andreportingcurrency Foreign currencytranslation Segment reporting
0.857559 0.856531 2010
0.897827 0.899847 2009
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 111 25% 2% to 10% 10% to 25% 15% to 50% 10% to 25% 10% to 25% 12.5% to 25% Intangible assets Property, plant and equipment Property, plant and Goodwill a) of the Group’s share in the Goodwill represents the excess of the consideration paid on an acquisition over the fair value in value with regard to identifiable assets and liabilities of the acquired subsidiary at the date of acquisition. The change statement or contingencies, insofar as it relates to transactions after 1 January 2010, is recognised in the income comprehensive income. Goodwill is carried at cost less accumulated impairment losses. that are expected to For the purpose of impairment testing, goodwill is allocated to the cash flow generating units is included in benefit from the acquisition which generated the goodwill. Goodwill on acquisitions of associates investments in associates. Impairments of goodwill are irreversible. cash generating unit, Goodwill is tested for impairment every year. This involves testing the carrying amount of a unit is the higher including allocated goodwill, against its recoverable value. The recoverable value of a cash generating value involves the of the value of an asset less selling expenses and its value in use. The calculation of the recoverable over a five-year period. application of pre-tax cash flow projections based on financial budgets approved by management to be in line with the Cash flows after the five-year period are extrapolated using estimated growth figures considered are discounted to their Group’s long-term expectations with regard to sectors and markets. The forecast cash flows of money and the risks present value using a pre-tax discount rate that reflects the market situation, the time value specific to the asset. 3.6 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 leases are depreciated over the lower of their estimated useful lives and Property, plant and equipment under financial their lease term. 112 2010 to the consolidated financial statements. cannot be measured reliably or if the difference between the investment and the fair value is assessed as not being material classified as financial assets. These assets are recognised at fair value through profit and loss, or at cost if the fair value Investments in entities where the Group has no significant influence in governing financial and operating policies are at amortised cost. quoted receivables, with fixed or determinable payments, are initially recognised at fair value and subsequently measured Other financial assets are non-derivative receivables and investments that are not quoted in an active market. The not- Other 3.8 of interest. recognised inthefinancialstatementsatfairvalueandsubsequentlymeasuredamortisedcost,usinganeffectiverate availability ofthespecificfacility.PPPreceivablesareaccountedforasfinancialassets.Theseinitially PPP receivablesareconcessionpaymentstobereceivedfromgovernmentinrelationprojects,baseduponthe PPP 3.7 Amortisation onotherintangibleassetsiscalculatedusingthestraight-linemethodovertheirestimatedusefullives. and arestatedatcost,lessaccumulatedamortisationimpairmentlosses. Other intangibleassetsrelatetomarketpositions,includingbrandnamesandthemanagementofacquiredsubsidiaries, d) Revenues fromPPPconcessionsarereviewedannuallyanddepreciationisadjusted,ifapplicable. duration oftheconcession. PPP concessionsaredepreciatedinlinewiththeactualusageofspecificpublicfacility,amaximum attached tothegrantwillbefulfilled. concession ifitcanbestatedwithareasonabledegreeofcertaintythatthegrantwillreceivedandconditions Investment grantsreceivedbygovernmentforPPPconcessionsarededucted,atfairvalue,fromthevaluationof based onactualusage.PPPconcessionsareaccountedforatcostlessaccumulativedepreciationandimpairment. PPP concessionsconsistofrightsobtainedfromgovernmenttochargeusersfortheusepublicfacilities(tollroads), PPP c) The usefullivesandresidualvaluesofassetsarereviewedannuallydepreciationisadjusted,ifapplicable. (4 -10years),takingintoaccounttheirresidualvalues. Amortisation onnon-integratedsoftwareiscalculatedusingthestraight-linemethodovertheirestimatedusefullives Non-integrated softwareisstatedatcost,lessaccumulatedamortisationandimpairmentlosses. Non-integrated b) recorded intheincomestatement. Gains andlossesondisposalofentitiesincludethecarryingamountgoodwillrelatingtoentitysoldare
Other
concessions
intangible
receivables
financial
software
assets
assets
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 113 Construction contracts Inventories Raw materials and consumables Land and building rights Property development 3.10 of the construction, less Construction contracts are stated at cost incurred and allocated result in line with the progress related to the project and identifiable losses and invoiced instalments. The cost price consists of all cost which are directly the allocated direct cost based on the normal production capacity. for in the income statement If the outcome of a contract can be estimated reliably, project revenue and cost are accounted reliably, revenue is recognised based on the progress of work performed. If the outcome of a contract cannot be estimated that the total contract cost only to the extent of the contract costs incurred that are likely to be recoverable. If it is probable is higher than the total contract revenue, the total expected loss is recognised as an expense. to be recognised in a given The Group uses the ‘percentage of completion method’ to determine the appropriate amount of total actual or period. The stage of completion is measured by reference to the contract cost incurred as a percentage this progress. estimated project cost. Revenues and result are recognised in the income statement based on behalf of the contract. If the Projects are presented in the balance sheet as receivables from or payables to customers on will be presented as a costs incurred (including the result recognised) exceed the invoiced instalments, the contract the contract will be receivable. If the invoiced instalments exceed the costs incurred (including the result recognised) presented as a liability. maintenance of that project Contracts containing the construction of a project and the possibility of subsequent long-term the market, are accounted for as separate components, or for which these components could be negotiated individually in as construction as two separate contracts. Revenue and results are recognised accordingly in the income statement contracts for third parties or the rendering of services respectively. c) are stated at the lower of cost and net realisable value. Cost is based on the Inventories of raw materials and consumables incurred in acquiring the inventories and in bringing them to first-in, first-out (FIFO) principle and includes expenditure their existing location and condition. estimated selling price in the ordinary course of business, less the estimated The net realisable value of this inventory is the qualify as inventory if they are used in the normal course of business. cost of completion and selling expenses. Assets The category property development consists of acquired projects for (re)development and land positions in their stage of and land positions in their stage consists of acquired projects for (re)development The category property development and net realisable value. The Group capitalises and positions are stated at the lower of cost development. These projects of of interest cost starts at the beginning as part of the cost of property development. Capitalisation interest and other cost which active development is interrupted and ceases when the project is development, is suspended during the period in completed or sold. whole or in part to a third party, the capitalised cost of the project is If the equitable title of a project is transferred in related revenue is recognised. accounted for in the income statement and the when the control over and the risks and benefits related to the ownership Transfer of equitable title is deemed to take place to the buyer takes place on a continuing basis during development of a of the project are transferred to the buyer. If transfer recognised as construction contracts. Please refer to Note 3.10. This may be project, the property development projects are moment that the land and buildings, if any, have been legally transferred to the case in house-building projects as from the the buyer. 3.9 a) directly and net realisable value. The Group capitalises building rights are stated at the lower of cost Inventories of land and of are carried out in relation to the realisation part of the cost from the moment that activities attributable interest as building land. b) 114 2010 asset would have had if it had not been subjected to impairment. maximum reversal is the amount of the original impairment, while it cannot exceed the carrying value which the relevant Assets, excluding goodwill, that have been impaired are reviewed annually for a possible reversal of the impairment. A of the cash flow generating unit. of an asset less selling expenses and its value in use. If the value in use is applied, impairments will be assessed at the level by which the carrying value of an asset exceeds its recoverable amount. The recoverable amount is the higher of the value circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount are subject to amortisation, as well as other assets, are reviewed for impairment whenever events or changes in Assets that have an indefinite useful life are not subject to amortisation and are tested for impairment annually. Assets that 3.14 as assetsareclassifiedheldforsale. The liabilitiesrelatedtotheassetsheldforsalearepresentedseparatelyascurrentliabilities.Depreciationstopssoon rather thanthroughcontinueduse.Theyarestatedatthelowerofbookamountandfairvalue,lesssellingexpenses. Non-current assetsareclassifiedasbeingheldforsaleifthebookamountistoberecoveredthroughatransaction 3.13 presented incurrentborrowings. demand andforminganintegralpartoftheGroup’scashmanagement.Bankoverdraftsincurrentaccountsare Cash andcashequivalentsincludeatbank,inhanddepositsheldoncallwithbanks,ifrepayable 3.12 disclosed assuchinthenotestofinancialstatements. months. Thefairvalueofreceivablesandtheamountsexpectedtobesettledaftermorethantwelvemonthsare Trade andotherreceivablesareexpectedtobesettledwithinthenormalcourseofbusiness,normallytwelve provision arewrittenoffandthepossibledifferenceisaccountedforinincomestatement. account forimpairments.Assoonasanamounttobereceivedisinfactuncollectable,thereceivableandrelated The differenceisrecordedintheincomestatementandcreditedagainsttradeotherreceivablesonaseparate reduced valueofthereturnandcarryingamount. considered tobeindicatorsforpossibleimpairments.Impairmentsamountthedifferencebetweenanticipated collect theamountreceivable.Imminentcorporatebankruptcy,financialreorganisationsoroverduepaymentsare accumulated impairmentlosses.ImpairmentsareaccountedforifthereisobjectiveevidencethattheGroupunableto Trade andotherreceivablesareinitiallyrecognisedatfairvaluesubsequentlymeasuredamortisedcost,less 3.11 Impairments Non-current assetsheldforsale Cash andcashequivalents Trade andotherreceivables
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 115 Borrowings Equity attributable to the Company’s shareholders Equity attributable Share capital Reserves Retained earnings The principal amount of the subordinated loan is subordinated to all other creditors. Interest payments are not The principal amount of the subordinated loan subordinated. less the equity component recorded under reserves in equity. Financing preference shares are classified as liabilities, as an interest expense in the income statement. Dividends on financing preference shares are recognised (project) specific assets (PPP concessions, PPP receivables, land Non-recourse loans directly relate to the corresponding and building rights and property development). securities. Other project financing also directly relates to the corresponding assets but with limited additional in lease payments is Financial lease obligations (net of finance charges) are classified as liabilities. The interest element recognised as an expense in the income statement. Bank overdrafts are classified as current liabilities and recognised at fair value. measured at Borrowings are initially recognised at fair value (net of incurred transaction costs) and subsequently amortised cost. defer settlement of the Borrowings are classified as current liabilities unless the Group has an unconditional right to liability until at least 12 months after the balance sheet date. 3.16 3.15 a) financing preference shares are classified as as equity. Convertible and non-convertible Ordinary shares are classified shares is represented by the difference between of the convertible financing preference liabilities. The equity component as such in equity. fair value of the liability component, and is recognised the issue price and the equity as a deduction (net of tax) from the to the issue of new shares are presented in Costs directly attributable proceeds. capital, the consideration paid – net of any purchases shares in the Company’s share If the Group or any subsidiary from equity. If such shares are subsequently sold or reissued, any directly attributable costs and taxes – will be deducted net of any directly attributable and taxes. consideration received will be included in equity, b) currency translation adjustments. These include reserves for cash-flow hedges and c) less dividends payable to holders of ordinary shares in the Company. These relate to cumulative prior-year earnings Dividends on financing preference shares are recognised as Dividends are recognised as liabilities upon declaration. as liabilities in the balance sheet. interest expenses in the income statement and 116 2010 on amandatory,contractualorvoluntary basis.TheGrouphasnofurtherpaymentobligationsoncethe contributionsare For definedcontributionschemes, theGrouppayscontributionstoinsurancecompaniesortrustee-administered funds Defined contributionschemes case, thepastservicecostsareamortised onastraight-linebasisoverthevestingperiod. pension schemedependontheemployees’ remaininginserviceforaspecifiedperiodoftime(thevesting period).Inthis remaining workinglives.Pastservicecostsarerecogniseddirectlyin the incomestatement,unlesschangesto (the maximumcorridor)arechargedorcreditedtotheincomestatement overtheemployees’expectedaverage Actuarial gainsandlossesexceeding10percentofthehigherassets oftheschemeanddefinedbenefitobligation The Groupappliesthecorridormethodforactuarialgainsandlosses arising fromchangesinactuarialassumptions. paid, andthathavetermstomaturityapproximatingthe maturity oftherelatedpensionliability. using interestratesforhigh-valuecorporatebondsthataredenominated inthecurrencywhichbenefitswillbe The presentvalueofthedefinedbenefitobligationisdeterminedbydiscounting theestimatedfuturecashoutflows The definedbenefitobligationiscalculatedannuallybyindependent actuaries usingtheprojectedunitcreditmethod. unrecognised actuarialgainsorlossesandpastservicecosts. present valueofobligationsatbalancesheetdate,lessthefair theassetsofscheme,adjustmentsfor The assetsandliabilitiesrecognisedinthebalancesheetwithregardtodefinedbenefitpensionschemesconsistof Defined benefitschemes schemes inmulti-employerfundsarerecognisedasdefinedcontributionschemes. insurance companyfailstomaintainsufficientassetspayallpresentandfuturepensionbenefits.Definedbenefit company orpensionfundandhasnolegalconstructiveobligationstopayfurthercontributionsifthe A definedcontributionschemeisapensionunderwhichtheGrouppaysfixedcontributionstoaninsurance retirement, usuallydependentuponfactorssuchasage,yearsofserviceandcompensation. A definedbenefitschemeisapensiondefiningtheamountofbenefitsthatanemployeewillreceiveon payments tomulti-employerfunds,insurancecompaniesortrustee-administeredfunds. The Grouphasbothdefinedbenefitandcontributionschemes.schemesaregenerallyfundedthrough a) 3.18 equivalent valueofmorethan€1million. The Groupuseshedgeaccountingonallforwardexchangecontractsandinterestrateswapsforprojectswithan (iii) (ii) (i) The movementincomprehensiveincomeconsistsof: movement isrecognisedinequity;iftheyarenot,itaccountedfortheincomestatement. hedging transactionsareeffectiveinoffsettingchangescashflowsofhedgeditems.Iftheyeffective,the At hedgeinceptionandafterwards,theGroupperiodicallydocumentsitsassessmentofwhetherderivativesusedin items, aswellitsriskmanagementobjectiveandstrategyforundertakingthevarioushedgetransactions. At theinceptionofatransaction,Groupdocumentsrelationshipbetweenhedginginstrumentsandhedged cash flowhedgeaccountingisapplied. accounting hasbeenappliedand,ifso,whetherthehedgerelationshipiseffective.Ifeffective, at theirfairvaluethereportingdate.Themethodofrecognisingresultinggainorlossdependsonwhetherhedge Derivatives areinitiallyrecognisedatfairvaluethedateonwhichtheyenteredintoandsubsequentlymeasured on loansandincaseofcertainfuturecashflowsforeigncurrencies. from operatingandfinancingactivities.Derivativesareonlyusedashedginginstrumentsincaseoffloatinginterestrates The Groupusesderivativefinancialinstrumentstohedgeitsexposureinterestrateandforeignexchangerisksarising 3.17 Pension liabilities the releasetoincomestatement,assoonrelatedtransactionisrecognisedinstatement. the changeinvalueofexistingderivativesand additions withregardtonewderivatives, Employee benefits Derivative financialinstruments
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 117 Provisions Warranties Reorganisation Rental guarantees Other Other long-term employee obligations Other long-term employee Termination benefits Bonus and profit-sharing schemes Provisions are recognised if the Group has a legal or constructive obligation as a result of past events and if an outflow of Provisions are recognised if the Group has a legal No provisions are formed for future operating losses. The amount resources is probable and can be estimated reliably. the outflow of cash to settle the present obligation. If the effect of the recognised as a provision is the best estimate of the provision equals the net present value of the outflow. time value of money is material, the amount of a) pending proceedings with regard to disputes about completed projects. This provision relates to estimated liabilities and b) Group has approved a detailed and formal reorganisation plan and the A provision for reorganisation is recognised if the publicly. Future operating losses are not provided for. reorganisation has commenced or has been announced c) These include the estimated commitments arising from rental guarantees issued to third parties. d) (soil pollution) or continuing This covers other legal and constructive obligations, for example for environmental matters rental commitments. 3.19 paid. The contributions are recognised as personnel expense when they are due. Prepaid contributions are recognised as are due. Prepaid contributions are recognised are recognised as personnel expense when they paid. The contributions are available. cash refunds or reductions in the future payments an asset to the extent that b) arrangements and have a non-current nature. to jubilee benefits, temporary leaves and similar These obligations relate at present value. These obligations are stated c) The before the standard retirement date. liabilities with regard to termination of employment Termination benefits are to terminating the employment of employees benefits if it is demonstrably committed Group recognises termination present value. The liability is recorded and disclosed plan. Benefits are discounted to their under a formal and irrevocable as such under non-current and current provisions. d) profit-sharing, based on the relevant performance schemes. The liability The Group recognises a liability for bonuses and liabilities. is recorded and disclosed as such under other 118 2010 extent thattheequitabletitlehasbeen transferred. recognised byreferencetothestage ofcompletiontheprojectactivityatbalancesheetdateand ifandtothe benefits willflowtotheGroupand (iii)thecosttocompletecontractcanbereliablymeasured.Revenue andcostare place if(asaminimum):(i)thetotalcontractrevenuecanbemeasured reliably;(ii)itisprobablethatfutureeconomic to athirdparty.Revenueisrecognisedassoontheequitabletitle transferredtoathirdparty.Atransferhastaken the transactions.Norevenueisrecogniseduntilrisksandrewards relatingtotheequitabletitlehavebeentransferred The Grouprecognisesrevenuewithregardtopropertydevelopment. Revenueconsistsoftheagreeduponamounts b) revenue isrecognisedonlytotheextentofcontractcostsincurred thatarelikelytoberecoverable. between costsrecordedandthetotalofexpectedcosts.Ifoutcome ofacontractcannotbeestimatedreliably, reliably sothattheactualcostcanbecomparedwithpriorestimates. Theprogresspercentageconsistsoftheratio the stageofcontractcompletioncanbereliablymeasured;and(iv) contractcostcanbeidentifiedandmeasured reliably; (ii)itisprobablethatfutureeconomicbenefitswillflowtothe Group;(iii)thecosttocompletecontractand statement basedontheprogressofworkperformed.Thisiscaseif:(i)totalcontractrevenuecanbemeasured If theoutcomeofacontractcanbeestimatedreliably,projectrevenueandcostareaccountedforinincome and thevariationsincontractwork,claimsincentivepayments. The Grouprecognisesrevenueassociatedwithconstructioncontracts.Revenueconsistsoftheinitiallyagreedamount a) 3.22 as suchinthenotestofinancialstatements. months. Thefairvalueofpayablesandtheamountsexpectedtobesettledaftermorethantwelvemonthsaredisclosed Trade andotherpayablesareexpectedtobesettledwithinthenormalcourseofbusiness,normallytwelve Trade andotherpayablesarestatedatcost. 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 Property development Construction contracts Revenue Trade andotherpayables Deferred taxes
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 119 Expenses Tender costs Operational lease payments Financial lease payments Government grants PPP concessions Provision of services and sale of goods Other a) the project will be Tender costs are initially recognised in the income statement. If there is sufficient certainty that are recognised as an expense awarded to the Group, the costs are capitalised from that moment onwards. If tender costs is obtained in the following in the period in which they initially occurred, they are not capitalised any more if the project period. b) statement on a straight- Payments made under an operational lease (net of any incentives) are recognised in the income line basis over the term of the lease. c) Financing costs are Financial lease payments are partially accounted for as liabilities and partially as financing cost. of interest on the remaining charged to the income statement over the lease period so as to produce a fixed periodic rate balance of the liability. d) the grant will be received Grants from government are recognised at their fair value if there is reasonable certainty that to costs are recognised in and the Group will comply with all the conditions attached to it. Government grants relating the income statement in the period in which the related costs are accounted for. 3.23 A transfer of equitable title is considered to have taken place if and to the extent that risks and rewards attached to the extent that risks and rewards attached to is considered to have taken place if and to A transfer of equitable title if an entire project or to significant parts thereof, to the customer. This may relate to ownership have been transferred to land transfers, for example. have also been transferred. This applies the related risks and rewards in benefits related to the ownership takes place projects with a continuing transfer of risks and Revenue recognition of 6. contracts. Please refer to Note 3.22a and accordance with construction c) related to concession management. Construction construction revenue and operating revenue The Group accounts for refer to Note 3.22a and 6. accordance with construction contracts. Please revenue is recognised in of a facility (PPP receivables) or on the actual usage of a facility (PPP Operation revenue depends on the availability of a facility, revenue consists of (i) the fair value of the rendering of concessions). If income depends on the availability income related to the capital investment in the project. If income contractually agreed upon services and (ii) interest consists of payments actually received for usage of the facility. depends on the actual usage of a facility, revenue the related services are rendered. Interest is recognised as financing In both cases, revenue is recognised as soon as income in the period to which it relates. d) if the result of the transaction can be reliably determined. Revenue Revenue from the provision of services is recognised If the result of a transaction cannot be determined reliably, revenue is is included in proportion to completed services. can be recovered. only recognised if it is likely that the costs incurred products have been delivered to the customer, the customer has Revenue from the sale of goods is recognised if receivables can be collected. Revenue consists of the amount accepted the products and it is likely that the related agreed upon for the related transaction. e) income under operational lease and (sub)lease of property, Other revenue includes, among other items, rental equipment or installations. 120 2010 method inthisareaconsidered. cash andequivalentslessbankoverdrafts.IntheapplicationofIAS7isalsoindustry’sstandardaccounting The cashflowstatementispreparedusingtheindirectmethod.positioninconsistsof 3.24 are fixed. adjustment oftherelatedinterestrateswap,isrecognisedinincomestatement.Consequently,financeexpenses If avariableinterestrateisfixedbymeansofanswap,thecharge,aswellvalue PPP projectsintheconstructionphaseandonpropertydevelopment. borrowings andfinancialleasearrangementsaswelldividendpaidonpreferenceshares,lesscapitalisedinterest Finance incomeconsistsofinterestandresultfromassociates.expenseconsistcostson f) statement intheperiodwhichtheywereincurred. projects. Expenseswithregardtootherresearchanddevelopmentarerecognisedaccountedforintheincome Research anddevelopmentexpensesthataredirectlyrelatedtoprojects,recognisedinthecostpriceofthese e) Finance incomeandexpense Research anddevelopment Cash flowstatement
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 121 Financial risk management risk Financial Financial risk factors Market risks a) risks exchange Foreign Kingdom and, to a limited extent, in other non-euro countries. The The Group has substantial activities in the United affected by foreign exchange rates. Generally, the Group is active in Group’s results and shareholders’ equity are therefore The exchange risk is therefore limited, because income and the above mentioned markets through local subsidiaries. associated translation risk is not hedged. expenditure are largely in the same currency. The where contracts are denominated in a different currency than their A limited number of subsidiaries are active in markets and revenues from these projects are mainly expressed in the same functional currency. Group policy is that costs The Group hedges the residual exchange risk on a project-by-project basis, currency, thus limiting foreign exchange risks. hedging of unconditional project-related exchange risks in excess of using forward exchange contracts. This involves these hedges by means of hedge accounting. Additional exchange €1 million as soon as these occur. The Group reports amendments are assessed on a case-by-case basis. risks in the tender stage and arising from contractual of hedge transactions. Systems are in place to ensure the regular Procedures have been established for proper recording effectiveness measurements for hedge accounting. performance and analysis of the requisite hedge predominantly faces an exchange rate risk for current account With regard to financial instruments, the Group by forward exchange contracts. The residual effect of the exchange rate transactions in pound sterling. This risk is covered sterling and other currencies on the Group’s result and equity, is limited. risk with regard to financial instruments in British Interest rate risks equivalents, on the one The Group’s interest rate risk is associated with interest-bearing receivables and cash and cash Group with a cash flow hand, and interest-bearing borrowings, on the other. If the interest is variable, it presents the interest rate risk. If the interest rate is fixed, there is a fair value interest rate risk. interest rate swaps, under The Group mitigates the cash flow interest rate risk to the extent possible through the use of not use interest rate swaps which interest liabilities based on a variable rate are converted into fixed rates. The Group does the fair value interest rate risk. under which fixed-rate interest liabilities are converted into variable rates in order to hedge the debt position and the The analysis of the cash flow interest rate risk takes into account cash and cash equivalents, being studied and hedges are usual fluctuations in the Group’s working capital requirements. In addition, alternatives are borrowings (mainly being considered. Under Group policy, cash flow interest rate risks with regard to long-term is not entirely insensitive subordinated and PPP borrowings) are largely hedged by interest swaps. As a result, the Group net debt position was fixed to movements in interest rates. At year-end 2010, 74 percent of the interest on the Group’s and current account (2009: 62 percent). The part not covered consists almost entirely of short-term project financing positions. during 2010, the If the interest rates (EURIBOR and LIBOR) had been an average of 100 basis points higher or lower about €0.1 million lower Group’s net result after tax (assuming that all other variables remained equal) would have been or higher (€2009: approx. €2 million lower or higher). 4.1 4. 4. rate, interest rate, price, credit and liquidity. risk factors with regard to foreign exchange The Group recognises financial those that are 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, 122 2010 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) The Group does therefore not use financial instruments to hedge the (residual) price risks. operating reflects the optimum economic balance between decisiveness and predictability. 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 been about€149millionhigheror€151lower(2009:€138€106lower). Group’s fairvaluecashflowhedgereserveinGroupequity(assumingthatallothervariablesremainedequal)wouldhave If theinterestrates(EURIBORandLIBOR)hadbeenanaverageof100basispointshigherorlowerduring2010, Credit risks
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 123 2009 2,108 8,332 5,415 61,100 498,293 127,100 718,700 2,503.976 1,082,928
2010 3,386 2,074 43,241 12,018 753,313 994,374 108,596 913,792 2,830,794
Non-current assets PPP receivables Non-current receivables Derivatives Current assets Net trade receivables Retentions PPP receivables Other financial assets Cash and cash equivalents Liquidity risks The book value of the financial assets involving a credit risk is as follows. The book value of the financial 10 12 20 14 14 14 12 15 Impairments are included in the non-current receivables and the net trade receivables. Please refer to Note 12 and 14. Impairments are included in the non-current receivables overview were overdue at year-end 2010 and included a provision for None of the other financial assets included in this impairment. c) new projects stagnates and less payments (and prepayments) are Liquidity risks may occur if the performance of development would have a too large effect on the available financing received, or if investments in land or property of individual transactions can cause relatively large short-term resources and/or operational cash flow. The size has sufficient credit and current account facilities to manage these fluctuations in the liquidity position. The Group fluctuations. monthly detailed cash flow projections for the ensuing twelve Partly to manage liquidity risks, subsidiaries prepare into account the amount of cash and cash equivalents, credit facilities and months. The analysis of the liquidity risk takes requirements. This provides the Group with sufficient opportunities the usual fluctuations in the Group’s working capital as flexible as possible, and to indicate any shortfalls in a timely manner. to use its available liquidities and credit facilities from financial liabilities as at the end of the year and settled on a net The first possible expected outgoing cash flows basis, consist of (contractual) repayments and (estimated) interest payments. 124 2010 definitions, i.e.solvencyincluding and excluding(non-)recoursePPPloans. its financingstructureusingasolvencyratio,amongotherfactors.In thiscontext,theGroupusestwosolvency flexibility andaccesstothefinancialmarketsareimportantconditions. Asusualwithintheindustry,Groupmonitors The Group’saimisforafinancingstructurethatensurescontinuingoperations andminimisescostofequity.Forthis, 4.2 Other currentliabilities Bank overdrafts Other loans Derivatives (interestrateswaps) (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Derivatives Financial leaseliabilities Bank facilities Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2009 Other currentliabilities Bank overdrafts Other loans Derivatives (interestrateswaps) (forwardexchangecontracts) Derivatives (forwardexchangecontracts) Derivatives Financial leaseliabilities Bank facilities Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2010 The totalexpectedcontractualcashflowismadeupasfollows: €170 million(2009:million),respectively. Besides that,theGrouphassyndicatedandbilateralcreditfacilitiesavailable of€475million(2009:€550million)and The expectedoutgoingcashflowsareoffsetbytheincoming fromoperationalactivitiesand(re-)financing. Capital risks
5,688,551 5,563,116 3,361,352 3,267,605 Carrying 360,000 302,439 503,416 670,406 200,000 148,474 354,361 423,843 417,371 824,555 199,850 amount 17,714 95,162 47,582 10,085 38,297 (2,108) (3,329) 3,548 1,884 1,721 4,796 1,721 922
Contractual 6,122,244 5,890,171 3,361,352 3,267,605 1,075,955 cash flow (181,613) (250,478) 144,841 182,024 388,224 306,868 532,370 844,507 230,880 230,155 245,378 390,213 448,604 430,716 222,785 18,740 56,190 10,793 47,463 3,690 2,098 2,113 942
than 1year 3,694,121 3,812,146 3,344,757 3,250,112 (180,606) (226,953) Not later 180,813 277,585 220,849 152,323 179,114 26,251 22,168 62,909 51,461 44,352 12,085 37,122 3,690 6,892 8,064 7,720 8,641 5,949 9,114 442 942 471
1,509,025 1,404,037 1-5 years 380,160 216,964 217,020 234,240 223,160 135,040 378,128 275,086 203,635 239,660 213,671 (23,525) 16,595 11,824 78,500 23,714 17,493 24,529 41,514 (1,007) 1,211 1,656 2,152 1,642 - -
Later than 919,098 673,988 558,806 799,173 40,090 10,308 26,995 37,765 50,763 21,195 47,967 5 years 24 ------
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2010 125 Total 3,386 2,108 48,463 66,160 97,046 753,313 913,792 153,327 498,293 718,700 2,085,888 2,271,005 3,267,605 2,110,349 2,106,825 3,361,352 8,960,833 9,496,779
------No 922 1,278 1,278 3,548 financial 970,900 891,989 2,209,953 2,262,534 3,159,349 3,183,053 instruments
------3,386 2,108 97,046 99,154 used for hedging 153,327 156,713 Derivatives
------3,944 3,782 3,782 3,944 and loss Fair value through profit
- - - - Financial instruments 43,241 61,100 liabilities 753,313 913,792 498,293 718,700 Loans and 1,114,988 2,270,083 1,057,652 1,218,360 2,103,277 1,098,818 5,698,548 6,153,069 receivables /
Financial instruments by categories Financial instruments 2010 PPP receivables Other financial assets Derivatives Trade and other receivables Cash and cash equivalents Borrowings Derivatives Trade and other payables 2009 PPP receivables Other financial assets Derivatives Trade and other receivables Cash and cash equivalents Borrowings Derivatives Trade and other payables Of the total balance sheet position of €9.5 billion at year-end 2010 (2009: €9.0 billion), 66 percent (2009: 65 percent) Of the total balance sheet position of €9.5 billion at year-end 2010 (2009: €9.0 billion), 66 percent qualifies as financial instruments. 4.3 of these are inherent to the Group’s normal of financial instruments. A significant number The Group has four categories and receivables/obligations. A few other financial and are included in the category of borrowings commercial operations 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 Solvency including (non-)recourse PPP loans is calculated as the capital base divided by total assets. The Group’s capital 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 18.2 percent (2009: 15.8 percent). and 19. At year-end 2010, the solvency ratio was Please refer to Note 18 PPP loans was 21.0 percent at year-end 2010 strategic agenda excluding (non-) recourse Solvency used in the Group’s (2009: 17.5 percent). 10 12 20 14 15 19 20 24 10 12 20 14 15 19 20 24 126 2010 there isadiscussion goingonintheNetherlandswith regardtomortgageinteresttax relief andfinancingone’sown cost, thenumberofhousingunitsand themomentofdevelopmentareparticularlyimportantforhouses. Inaddition, information, assumptionsandstarting pointsareassessedperproject.Developmentsofall-inprices,the levelofbuilding The valuationofpropertypositions isassessedonthebasisofmarketinformationavailable.Based market c) of positionstolowermarketvalues. may changesignificantly,partlyduetotherelativelylongdurationfor projectrealisation.Thismayresultinimpairments As aconsequenceoftheradicalchangesinmarketconditionswithregard toproperty,assumptionsandstartingpoints the expectedmarketyieldperobjectandestimatedrent-freeperiods. Insomecases,externalvaluationsareused. mortgage interesttaxreliefandfinancingone’sownhouse.Forcommercial property,estimatesaremadewithregardto are particularlyimportantforhouses.Inaddition,thereisadiscussion goingonintheNetherlandswithregardto market information.Developmentsofall-inprices,thelevelbuilding costandthenumberofhousingunitsperproject The Groupassessesthevaluationoflandbanksandbuildingrightsby makingestimatesandassumptionsbasedon b) whole, sufficientlyreliable. especially forlong-term(complex)projects.However,historicalexperiencehasalsoshownthatestimatesare,onthe of thoseinvolved.Estimatesareaninherentpartthisprocessandtheymaydifferfromthesubsequentreality, This systemisbasedonperiodicassessmentsbytheprojectteamsusingaccounts,filesandexpertise expected lossisrecognisedasanexpense. ‘percentage ofcompletionmethod’.Ifitisprobablethatthetotalprojectcostwillexceedcontractrevenue, in proportiontotheprogressofactivitiesperformed.Theperformedaremeasuredaccordancewith If theresultofacontractcanbereliablyestimated,revenuesandcostsareaccountedforoverperiodcontract, a) assets andliabilitieswithinthenextfinancialyeararedisclosedinnotestostatements. The estimatesandassumptionsthathaveasignificantriskofcausingmaterialadjustmenttothecarryingvalues expectations offutureeventsthatmayoccurbasedonthecurrentsituation.Estimatesarecontinuouslyevaluated. the actualresults.Estimatesandassumptionsarebasedonhistoricalexperienceotherfactors,including The Groupmakesestimatesandassumptionsconcerningthefuture.Estimateswill,bydefinition,seldombeidenticalto 5.1 expectations offutureeventsthatmayreasonablyoccurbasedonthecurrentsituation. Estimates andjudgementsarecontinuallyevaluatedbasedonhistoricalexperienceotherfactors,including 5. approximate totheirfairvalue. It isassumedthatthenominalvalue(lessestimatedadjustments)ofborrowings,tradereceivablesandpayables the currentaccountingpoliciesderivativesareclassifiedas‘level2’. At fairvaluevaluatedfinancialinstrumentsconsistofonlyinterestrateswapsandforeignexchangecontracts.Inlinewith addition, valuationsfrombankersarerequestedforinterestrateswaps. the forwardexchangecontractsismeasuredbasedon‘forward’currencyratesbalancesheetdate.In value oftheinterestrateswapsiscalculatedasnetpresentexpectedfuturecashflows.Thefair One ofthesetechniquesisthecalculationnetpresentvalueexpectedcashflows(DCF-method).Thefair uses varioustechniquesandmakesassumptionsbasedonmarketconditionsbalancesheetdate. The fairvalueoffinancialinstrumentsnotquotedinanactivemarketismeasuredusingvaluationtechniques.Group 4.4 Property development Land andbuildingrights Project results Critical accountingestimatesandassumptionsinthefinancialstatements Fair valueestimation Critical accounting estimates and judgements
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 127 Critical judgements in applying the entity’s accounting policies Critical judgements in applying the Goodwill Income tax 5.2 cost within the normal course of business but relate to liabilities that will Pension plan obligations are considered to be Pension charges are determined on the basis of actuarial principles. These have to be fulfilled at some distant future date. such as staffing changes, discount rates, mortality rates, pensionable are based on a number of underlying assumptions increases and the associated indexation of the payments. age, expected return on plan assets, future salary the start of every financial year. Actual circumstances may deviate from These assumptions are generally reassessed at obligation, which may then lead to extra income or expense in the these assumptions, giving rise to an altered pension relevant pension costs may occur in the future as a result of adjusted consolidated income statement. Changes in the assumptions. in the notes to the financial statements, there are no critical Except for the above and the elements as included the Group’s accounting policies which require further disclosure. accounting estimates or assumptions in applying house. For commercial property, estimates are also made with regard to the expected market yield per object and the to the expected market yield per object and property, estimates are also made with regard house. For commercial As a consequence of the radical changes in In some cases, external valuations are used. estimated rent-free periods. in points may change significantly. This may result regard to property, assumptions and starting market conditions with to lower market values. impairments of positions d) business plans of the business units, which are of goodwill every year. Based on the The Group tests for impairment for the next 5 years. The effects of cash the expected cash flows before tax are determined approved by management, for figures which are considered appropriate are extrapolated by using estimated growth flows after the 5-year period of each business unit, a ‘weighted average cost outlook with regard to sectors and markets. For the Group’s long-term In addition, an estimate is made of the expected based on a representative ‘peer group’. capital’ (WACC) is determined inflation, growth percentage and WACC identified constitute the basis inflation and growth percentage. The cash flows, for the ‘discounted cash flow method’ to test goodwill. e) tax entity. Estimates are made with regard to the valuation of tax losses. The Group estimates the tax position for each extent that they are likely to be realised. The Group values deferred tax assets only to the 128 2010 Group equityand liabilities Group equity Liabilities Total assets Associates Assets 2009 Group equityandliabilities Group equity Liabilities Total assets Associates Assets 2010 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 2009 Net resultfortheyear Tax Result beforetax Result fromassociates Net financecost Operating result Revenue Sector revenue Third partyrevenue Services andother Concessions Property development Construction contracts 2010 Revenue andresults Sector reporting 2 1 Comparative figures 2009 adjusted for application IFRIC 12. IFRIC application for adjusted 2009 figures Comparative 15. IFRIC application for adjusted 2009 figures Comparative 6. Segment information
Construction Construction 1,251,930 1,251,930 1,561,199 1,560,440 1,304,508 1,304,508 1,640,930 1,640,469 3,528,140 3,124,075 3,108,345 3,210,472 2,812,524 2,781,352 404,065 397,948 77,695 68,395 12,816 95,114 93,936 15,043 16,129 9,553 2,914 1,069 (253) 759 461 109 - - - -
1,898,280 1,898,280 2,088,425 2,073,765 1,707,247 1,707,247 1,833,432 1,822,697 Property (266,588) (271,029) (186,664) (232,492) Property 823,914 823,914 103,722 720,192 592,759 589,759 502,140 14,660 44,383 10,735 79,625 4,340 1,445 3,000 7,994 101 1 ------
3 Including non-operational assets and liabilities. and assets non-operational Including engineering engineering 1,869,478 1,869,478 2,438,919 2,427,167 1,840,457 3,944,381 3,906,276 3,894,863 3,659,180 3,434,426 3,424,243 1,840,547 2,440,480 2,435,062 114,186 111,526 102,623 224,754 11,752 38,105 11,413 99,847 10,183 1,810 1,957 5,418 Civil Civil 850 819 ------
1,160,852 1,160,852 1,211,160 1,208,567 252,928 252,928 215,733 311,249 311,249 270,738 812,146 812,146 870,849 868,398 11,225 37,195 40,511 7,498 3,016 3,508 1,038 2,711 2,451 2,593 PPP (241) 711 PPP 2 ------
contracting contracting Mechanical Mechanical & electrical & electrical 259,868 226,186 226,186 281,295 246,706 246,706 112,067 112,067 130,886 130,886 122,139 122,139 143,287 143,287 33,682 34,589 9,009 8,684 7,503 7,344 325 152 7 ------
Consultancy Consultancy engineering engineering 206,680 201,250 201,250 209,933 203,698 203,698 11,622 11,742 13,557 13,664 68,028 68,028 85,550 85,550 76,368 76,368 99,860 99,860 5,430 6,235 (120) (107) and and ------
eliminations eliminations 1,101,633 including including (654,146) (666,526) (691,751) (481,282) (210,469) (211,413) (366,987) (533,427) (179,357) (235,302) (426,876) 796,912 881,214 166,440 922,276 191,574 (27,633) (12,354) (36,489) (84,302) 30,301 12,380 27,323 (9,686) (9,976) Other Other 2,976 9,404 (810) 944 3 - - - -
7,133,847 7,133,847 7,610,742 6,808,841 5,927,627 6,808,841 6,612,779 1,101,633 6,032,214 6,923,066 8,324,160 8,324,160 7,953,906 7,610,742 7,225,179 881,214 196,062 210,781 226,423 103,722 239,894 (52,827) (13,083) (68,476) (30,296) 18,366 36,231 89,058 28,732 40,109 25,955 33,719 22,532 56,640 89,029 (7,589) Total Total - - WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 129 Total Total 27,212 28,464 26,088 26,840 156,909 102,731 134,331 854,307 676,654 287,043 336,450 790,281 822,041 378,668 564,620 116,476 108,271 128,196 3,396,649 2,059,639 3,801,829 1,966,721 8,324,160 7,610,742
- 1 1 84 182 170 214 204 (253) 1,669 3,312 2,298 3,252 Other Other (52,905) (42,154) (44,920) (84,881) (52,887) (13,891) (397,374) (116,540) (654,146) (325,598) (103,726) (110,768) (691,751) including including eliminations eliminations
------and and 843 2,660 2,682 2,670 2,660 3,557 2,956 2,818 2,701 2,108 10,118 96,373 18,950 89,249 96,768 102,204 209,933 206,680 engineering engineering Consultancy Consultancy
------41 35 37 365 372 1,455 1,450 4,513 2,246 1,427 1,421 1,701 2,335 4,062 276,827 281,295 259,424 259,868 & electrical & electrical Mechanical Mechanical contracting contracting
- - - - 5 80 84 87 87 PPP PPP 1,484 3,017 3,893 52,545 34,720 70,977 47,199 43,484 79,056 74,996 34,320 60,663 39,167 110,422 311,249 252,928
49 895 Civil Civil 61,118 71,583 14,671 14,232 70,691 66,628 15,645 14,836 821,615 649,994 220,338 283,915 221,669 703,591 600,216 318,115 369,169 489,225 1,461,649 3,659,180 1,464,065 3,944,381 engineering engineering
- - - - 416 416 348 502 411 5,279 3,011 5,924 3,529 4,564 1,723 60,689 43,203 53,282 127,000 134,198 523,977 592,759 725,706 823,914 Property Property
- - - - 301 7,337 7,097 7,822 7,577 13,563 20,123 20,923 20,181 12,789 148,534 437,091 170,412 535,165 1,395,635 1,216,423 3,210,472 1,577,966 1,244,597 3,528,140 Construction Construction
3 3
2 2 4 Geographical allocations based on location of projects. Comparative figures 2009 adjusted for application IFRIC 12. ¹ Including non-operational assets and liabilities. ² Gross investments in tangible and intangible assets. ³ Fulltime-equivalent. Average number of fte Amortisation and depreciation Impairment losses 4 5 2009 Netherlands United Kingdom Belgium Germany Ireland Other (worldwide) Revenue 2010 Netherlands United Kingdom Belgium Germany Ireland Other (worldwide) Geographical reporting Average number of fte Number of fte at year-end 2009 Investments Amortisation and depreciation Impairment losses reversed Number of fte at year-end 2010 Investments Other information 130 2010 2 1 Other (worldwide) Ireland Germany Belgium United Kingdom Netherlands Investments ² Eliminations, associatesandnotallocatedassets Other (worldwide) Ireland Germany Belgium United Kingdom Netherlands Assets ¹ Geographicalallocationsbasedonlocationoftheassets. Gross investmentsintangibleandintangibleassetsbasedongeographicallocation.
7,133,847 1,598,103 3,337,474 116,477 282,419 464,602 678,158 802,274 (29,183) 20,919 10,215 34,800 12,458 30,680 7,405 2010 2010
6,808,841 1,458,377 3,668,765 (353,608) 156,909 259,917 541,164 634,347 599,879 15,905 24,474 40,278 20,034 10,098 46,120 2009 2009
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 131 Total 448,783 457,695 291,711 363,782 (417,371) (306,719) (901,258) (503,416) (302,439) 1,540,347 1,989,130 1,714,334 2,172,029 (1,625,348) (1,074,463) (1,880,318)
- - - - - (15,435) 388,287 388,287 394,474 394,474 (819,549) (834,984) (946,473) (946,473) (551,999) (446,697) contracts Construction
60,496 63,221 (81,709) 843,710 810,479 Property (401,936) (306,719) (790,364) (503,416) (302,439) (127,990) (933,845) 1,540,347 1,600,843 1,714,334 1,777,555 development
Overview of projectsOverview of 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 2010, the value of these projects costs (including result) of is €21 million credit (2009: €65 million). The position consists of the net amount of cumulative €1,592 million). The €1,319 million (€1,527 million) and cumulatively invoiced instalments of €1,340 million (2009: amount of prepayments at 31 December 2010 is €11 million (2009: €13 million). Construction contracts (2009: €552 million The value of construction contracts on the balance sheet at year-end 2010 is €431 million credit million (2009: €13,622 credit). This position consists of the net amount of cumulative costs (including result) of €17,163 amount of prepayments million) and cumulatively invoiced instalments of €17,594 million (2009: €14,174 million). The included at 31 December 2010 is €390 million (2009: €508 million). 7. property development Construction contracts and These projects reflect a major part of the Group’s activities and are presented in various line items of the balance sheet. Supplementary to the standard notes and in order to provide an insight into the Group’s overall position, the relevant line items are stated below. 2010 property development Land and building rights, Amounts due from customers Total assets Non-recourse project financing Other project financing Amounts due to customers Total liabilities At 31 December 2009 Land and building rights, property development Amounts due from customers Total assets Non-recourse project financing Other project financing Amounts due to customers Total liabilities At 31 December 132 2010 Net investmentasat31December PPP projects(associatesandnon-currentreceivables) PPP projects(subsidiaries) Net assetsandliabilities Non-recourse PPPloans PPP receivables Intangible assets(PPPconcessions) 2009 Net investmentasat31December PPP projects(associatesandnon-currentreceivables) PPP projects(subsidiaries) Net assetsandliabilities (Non-)recourse PPPloans PPP receivables Intangible assets(PPPconcessions) 2010 follows: as is involved is Group the which in projects PPP the of position total The PPP projects
Non-current (634,767) (882,371) 126,955 498,293 221,385 111,735 124,168 753,313 253,226 (12,509) (12,433) 87,480 15,078 72,402 84,911 15,220
(23,345) (26,212) (26,212) (27,307) (35,639) (23,345) (47,290) (59,308) Current 23,945 12,018 1,095 8,332 - - - -
(670,406) (941,679) 103,610 506,625 221,385 765,331 253,226 (11,414) 61,268 15,078 46,190 57,604 15,220 88,390 11,512 76,878 Total
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 133 - - (884) Total 3,147 4,285 2,092 (1,421) 80,538 10,188 99,134 (93,003) (12,042) (97,324) (15,835) 425,724 927,262 425,724 425,724 409,064 988,815 873,032 430,189 430,189 409,064 (501,538) (579,751) (442,843)
- - 647 711 (970) (186) 1,604 Other assets (2,001) (2,776) (3,624) 48,244 53,781 53,781 22,059 49,807 49,807 49,807 20,734 48,244 (19,787) (21,948) tangible 171,052 154,361 164,755 (122,808) (100,580) (114,948)
------(17) (353) (353) 3,044 5,126 5,126 5,126 12,017 12,017 14,305 15,634 15,987 15,634 15,634 12,017 (10,318) (13,552) Property, plant and ordered/in equipment construction
40 and 476 (884) Plant, 3,220 1,892 (6,390) (1,187) 16,833 55,816 13,205 53,823 (69,167) (62,175) (10,357) 215,654 586,220 488,199 220,509 220,509 223,333 531,179 223,333 223,333 215,654 (370,566) (267,690) (307,846) equipment installations
- 12 (48) 737 544 418 (715) 6,954 2,937 (6,652) (8,527) (1,280) (8,370) 10,148 (78,391) (86,377) (74,573) 143,882 136,950 215,341 136,950 136,950 140,040 226,417 218,455 143,882 140,040 Land and buildings
Property, plant and equipment and plant Property, At 1 January 2009 Cost and Accumulated depreciation impairments Net book amount 2009 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Transfers between categories Depreciation charge Exchange rate differences Net book amount at 31 December At 31 December 2009 Cost Accumulated depreciation and impairments Net book amount 2010 Net book amount at 1 January Additions Disposals Disposals of subsidiaries Transfers from inventories Transfers between categories Impairment losses recognised Depreciation charge Exchange rate differences Net book amount at 31 December At 31 December 2010 Cost Accumulated depreciation and impairments Net book amount 8. 134 2010 Finance expenseanddepreciationrelatedtotheseassetsarerecognisedintheincomestatement. The relatedfinancialleaseliabilitiesarerecordedundercurrentandnon-currentborrowings.PleaserefertoNote19. Other tangiblefixedassets Plant, equipmentandinstallations Land andbuildings The netbookvalueofproperty,plantandequipmentleasedunderfinancialleasesispresentedbelow: borrowings. The amountofproperty,plantandequipment(notleasedunderfinanciallease)isnotpledgedasasecurityfor The fairvalueofproperty,plantandequipmentatyear-end2010is€530million(2009:million). The impairmentin2010relatestoequipmenttheCivilengineeringsector. deployed forownuse. The reclassificationofinventoriesrelatestolandwhichwereoriginallyheldforpropertydevelopmentandarenow to Note33forinformationoncontractualobligationswithregardproperty,plantandequipment. Tangible assetsonorderandunderconstructionpredominantlyrelatetoplant,equipmentinstallations.Pleaserefer
34,268 14,512 19,360 2010 396
42,781 19,582 22,846 2009 353
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 135 (11) 888 (470) Total 6,820 (9,728) 56,887 10,052 35,939 (41,584) (10,947) 930,540 802,310 802,310 818,355 997,609 818,355 818,355 850,156 850,156 (128,230) (179,254) (188,720) 1,038,876
- - - - 24 (98) 5,503 2,421 Other 5,503 (6,574) (1,584) (6,465) 11,944 31,311 11,944 11,944 27,493 28,988 17,779 17,779 (19,367) (21,990) (11,209)
- - 16 (11) (27) (372) Non- 3,389 3,389 3,389 1,195 2,943 3,336 3,336 2,175 2,943 (1,766) (9,749) (1,603) (8,271) 13,138 14,312 11,607 (11,369) software integrated
------PPP (3,342) (1,388) (4,730) (2,879) (7,609) 52,291 34,720 173,824 170,482 170,482 221,385 226,115 221,385 221,385 253,226 260,835 253,226 concessions
------888 6,847 10,036 (40,000) 716,121 610,713 610,713 581,637 727,045 581,637 581,637 588,484 736,236 588,484 Goodwill (105,408) (145,408) (147,752)
Intangible assets Intangible At 1 January 2009 Cost and Accumulated amortisation impairments Net book amount 2009 Net book amount at 1 January Additions Acquisition of subsidiaries Disposals Amortisation charge Impairment losses recognised Exchange rate differences Net book amount at 31 December At 31 December 2009 Cost Accumulated amortisation and impairments Net book amount 2010 Net book amount at 1 January Additions Disposals Amortisation charge Exchange rate differences Net book amount at 31 December At 31 December 2010 Cost Accumulated amortisation and impairments Net book amount 9. 136 2010 Consultancy andengineering Mechanical andelectricalcontracting Civil engineering Property Construction discount ratehadbeen1percenthigher orlowerforthistest,itwouldnothaveresultedinanyimpairment. For theothercash-generatingunits oftheGroup,testatyear-end2010didnotresultinanyimpairment. Ifthe including goodwill. statements oftheGroup.Thepresent valueofthecash-generatingunitAMcontinuestoexceedcarrying valueofAM At 31December2010,anincrease(ordecrease)intheparametersused doesnotleadtoanyimpairmentinthefinancial €10 million.Changesinassumptionsaboutdevelopmentstheworking capitalalsohaveimpactoncashflow. deviate by5percent,eitherpositivelyornegatively,thecashflowtested isaffected,eitherpositivelyornegatively,by percent higherorlower,cashfloweitherdecreasesby€25.6million increasesby€27.8million.Ifcashflowsused either positivelyornegatively,cashflowincreasesdecreases by€18.1million.Ifthediscountrateusedis1 The sensitivityanalysisforAMat31December2010leadstothefollowing: Ifgrowthpercentagesdeviateby1percent, percent and12.7(2009:between10.1percent). including 5,andof2percentto5forsubsequentyears.Thediscount rateusedfortheseunitsisbetween10.1 For theothercash-generatingunits,growthpercentagesof2percent to2.5percentareusedfortheyears1upand percentage of2.5percentforsubsequentyears.Thepre-taxdiscountrateusedis12.7(2009:percent). 3 percentto9fortheyears1upandincluding5,owinganticipatedmarketrecovery,agrowth For thecashgeneratingunitAM,whichqualifiesassignificant,goodwillimpairmenttestsinvolvegrowthpercentagesof Sensitivity analysis specific totheasset. present valueusingapre-taxdiscountratethatreflectsthemarketsituation,timeofmoneyandrisks Group’s long-termexpectationswithregardtosectorsandmarkets.Theforecastcashflowsarediscountedtheir Cash flowsafterthe5-yearperiodareextrapolatedusingestimatedgrowthfiguresconsideredtobeinlinewith application ofpre-taxcashflowsprojectionsbasedonfinancialbudgetsapprovedbymanagementovera5-yearperiod. value ofanassetlesssellingexpensesanditsinuse.Thecalculationtherecoverableinvolves allocated goodwill,againstitsrecoverableamount.Theamountofacashgeneratingunitisthehigher Goodwill istestedforimpairment.Thisinvolvestestingthecarryingamountofacashgeneratingunit,including Impairments The goodwillofthecash-generatingunitsprovidesfollowingoverviewGroup,atsectorlevel: of deterioratedmarketconditionsandexpectationswithregardtoproperty. The impairmentin2009relatestosubsidiaryAMthePropertydevelopmentsector.isaconsequence KON-IN. PleaserefertoNote34. in goodwill2009relatedtotheacquisitionofremainingnon-controllinginterestTebodinEC,Hungary In 2010,goodwillincreasedasaconsequenceofforeignexchangedifferences.Therewerenoacquisitions.Theincrease goodwill ofoldBAMVastgoed)isconsideredsignificant. units. Oftheseunits,thegoodwillofcash-generatingunitAMtoamount€150million(including€39 Goodwill predominantlyderivesfromtheacquisitionsofHBG(2002)andAM(2006)relatesto26cash-generating 9.1 Goodwill
588,484 232,454 181,773 124,066 48,334 1,857 2010
581,637 219,348 190,035 122,252 48,145 1,857 2009
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 137 Other Concessions 9.3 the valuation of market positions, including (brand) names and Other intangible assets relate predominantly to refer to Note 34. management, of the companies acquired. Please 9.2 15 These concessions have durations between to PPP projects (toll roads) in Ireland and Germany. PPP concessions relate 15 and 30 years). and 30 years (2009: between under recourse PPP loans, which are included pledged as a security for the corresponding (non-) The PPP concessions are to Note 19. current and non-current liabilities. Please refer on concessions. Please refer to Note 38 for further information Exchange rate differences relate to currency fluctuations in pound sterling. involve predominantly goodwill for HBG and Exchange rate differences in the exchange rate, as in 2009. In 2010, there was a rise 138 2010 Please refertoNote38forfurtherinformationonconcessions. current andnon-currentliabilities. PPP receivablesarepledgedasasecurityforthecorresponding(non-)recourse PPPloans,whichareincludedunder 2010, thefairvalueofPPPreceivablesis€830million. factors asthosethatmayoccurinthefinancialmarketsfollowingchangesinterestratesandriskmargins.Atyear-end is 6.4percent(2009:6.7percent).ThefairvalueofPPPreceivablesthereforeaffectedbychangestothesamediscount loans. Thecontractualinterestpercentagesarefixedfortheentireduration.averagerateonPPPreceivables The interestratesonPPPreceivablesareinlinewiththe(afterhedging)ofrelatednon-recourse has adurationofmorethanfiveyears(2008:€434million). The averagedurationofPPPreceivablesis27years(2009:25years).Approximately€654millionthenon-currentpart Dutch InfrastructureFund(DIF)toDIF. 2009 worth€104million.Bothin2007and2008,theGroupsold25percentofitssharesjointventurewith In 2009,theGroupsolditsremainingstakeof50percenttoDIF.relationthistransaction,therewasadisposalin The increaseinreceivablesgranted2010relatespredominantlytotheprogressofPPPprojectsunderconstruction. other receivables. Ireland, theUnitedKingdomandSwitzerland.ThecurrentpartofPPPreceivablesisrecordedastrade PPP receivablesconsistoftheamountsreceivablewithregardtoconcessionsinNetherlands,Belgium,Germany, Current Non-current PPP receivablesareincludedonthebalancesheetasfollows: At 31December Exchange ratedifferences Repayment ofreceivables Receivables granted Reclassification Disposals At 1January 10. PPP receivables
765,331 753,313 765,331 250,080 506,625 12,018 21,068 (8,748) (3,694) 2010 2010 -
(103,802) 506,625 498,293 506,625 158,839 429,030 31,398 (8,840) 8,332 2009 2009 -
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 139 - - - - 17 92 429 711 481 217 885 258 (684) 2009 1,038 1,724 6,124 Result (1,849) 30,419 31,995 27,323 28,515 28,732 28,732 33,719 (21,396) 196,062 183,992
21 61 15 207 9,262 (62) 12,282 10,454 12,791 (349) (312) 339,139 361,957 305,940 328,215 2010 Revenue 2,429 1,094 (3,613) (1,896)
33,719 (16,291) 196,062 210,781 67 50 62 Net
154 2,593 2,844 2,440 2,864 assets 13,854 18,612 191,269 196,927 172,034 177,450 196,062 210,781
3,549 2,318 71,451 29,372 71,811 72,924 30,552 57,868 284,438 111,904 500,714 283,187 113,891 502,872 560,740 572,525 Liabilities
6,393 5,182 Assets 71,518 29,526 85,665 72,974 30,614 76,480 475,707 114,497 697,641 455,221 116,331 680,322 756,802 783,306
% 21.49 10.54 10.00 33.33 25.00 21.49 10.54 10.00 33.33 25.00 interest
Belgium Belgium Belgium Belgium Country of Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands incorporation
Associates This includes associates in which the Group holds less than 20 percent of the (potential) voting power, but over which the This includes associates in which the Group holds less than 20 percent of the (potential) voting boards. Group has significant influence through memberships of boards of management and/or supervisory to terms on the basis of Some associates are significantly restricted in their ability to transfer funds. This mainly relates which repayment of external debt has priority over dividend distribution. The other participations relate to the Group’s interests in a range of project-related entities. in associates. An amount of €32 million (2009: €32 million) of goodwill is included in the invested amount its subsidiary BAM The impairment recognised in 2010 relates to a financial interest which the Group has (through of a financial Woningbouw) in an entity operating on the property market. In 2009, it also relates to the impairment market. interest which the Group has (through its subsidiary AM) in an entity operating on the property 11. At 1 January Investments Disposals (De) Consolidation Share in result Result distributions and dividends received Exchange rate differences Disposal through discontinued operations Impairment Other movements At 31 December in (unlisted) associates. The amounts relate to the Group’s interest in the The table below specifies the Group’s interests year-end and the Group’s share in revenues and results for the respective balance sheets of the respective associates at financial years. 2010 Van Oord nv Infraspeed (Holdings) bv Railpro bv Justinvest nv Rabot Invest nv Other At 31 December 2009 Van Oord nv Infraspeed (Holdings) bv Railpro bv Justinvest nv Rabot Invest nv Other At 31 December 140 2010 subsidiary AM)toentitiesoperatingonthepropertymarket. The impairmentsrecognisedin2010and2009relatetoloans(€37.8million)whichtheGroupgranted(through influence. The columnOtherpredominantlyconsistsofinterestsin(unlisted)associatesoverwhichtheGrouphasnosignificant interest rateis4.9percent(2009:4.4percent). The fairvalueofnon-currentreceivablesatyear-end2010amountsto€59million(2009:€83million).effective 12. At 31December2010 Of whichcurrent: Other movements Impairments Exchange ratedifferences Repayment ofloans Loans granted Investments At 31December2009 Of whichcurrent: Other movements Impairments Exchange ratedifferences Repayment ofloans Loans granted Investments At 1January2009 Other financial assets
Non-current receivables (27,076) (15,874) (13,816) 43,241 45,315 10,664 61,100 66,515 34,529 61,677 (2,074) (4,800) (5,415) 12 (1) - - - -
5,222 Other 5,222 1,109 5,060 5,060 5,164 (947) (805) 701 ------
(27,076) (15,874) (13,816) 48,463 50,537 10,664 66,160 71,575 34,529 66,841 (2,074) (4,800) (5,415) 1,109 Total (947) (805) 701 12 (1)
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 141 2009 2009 8,332 4,131 36,030 69,212 18,980 (62,332) 457,695 127,100 329,052 813,834 900,500 1,145,260 1,082,928 2,110,349 1,737,445
2010 2010 3,854 38,049 70,156 12,018 20,007 (80,817) 994,374 448,783 108,596 413,912 688,474 851,873 1,075,191 2,085,888 1,564,208
Trade and other receivables other and Trade Inventories 14. The fair value of trade receivables and other receivables is almost equal to their nominal value, due to the current nature of of nature current the to due value, nominal their to equal almost is receivables other and receivables trade of value fair The except year), one than (less business of course normal the within paid be will receivables these Normally, receivables. the (2009: million €17 approximately is part non-current this of value fair The million). €9 (2009: million €21 approximately for percent). 2.6 (2009: percent 1.9 of rate interest an using calculated been has and million) €8 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 Less: impairment of receivables Trade receivables-net Amounts due from customers Amounts due from associates Retentions Prepayments and accrued income PPP receivables Other receivables Within the ordinary course of business, the duration of land and building rights is generally non-current (longer than one rights is generally non-current (longer than of business, the duration of land and building Within the ordinary course investments are predominantly current in nature. year). The majority of the property development Group conducted an analysis with regard to the property portfolio. Since the market has been failing to recover, the the time being and have cancelled planning capacity. In addition, the Municipalities have postponed new projects for Current operations have been increasingly facing delays and less houses housing market is shrinking in several regions. on this analysis, the Group reached the conclusion that the expected per project with lower average selling prices. Based to be adjusted downwards structurally. This resulted in an impairment in (future) realisable value of several positions had 2010 of €122.2 million in total (2009: €70 million). unsold and completed houses (carrying value: €36.2 million) and 724 The item property development includes 149 €152.2 million). In addition, there are 25,000 square metres of unsold unsold houses under construction (carrying value: and unleased commercial property. inventories (raw materials and consumables and finished products) is In 2010, €53 million (2009: €51 million) of other were not impaired in the year under review. Other inventories are recognised in the income statement. Other inventories predominantly current. 13. Land and building rights Property development Raw materials and consumables Finished products 142 2010 Tradereceivables andimpairment receivablesof follows:aremadeasup In 2010, there was no impairment of other receivables (2009: €5 million). Other receivables include prepaid cost within the ordinary course of business. PPP receivables relate to the current proportion of the receivables. Please refer to Note 10. that have been handed over. Prepayments and unbilled receivables consist of project-related prepayments and amounts yet to be invoiced for projects particular, it is common practice to retain a previously agreed percentage until completion of the project. Retentions relate to amounts retained by customers on invoiced instalments. In the United Kingdom and Germany in 3.9 and 7. consist of the positive balance of cost incurred (including result recognised) and invoiced instalments. Please refer to Note Amounts due from customers relate to construction contracts for third parties and property development sold, and follows: as is impairments of movement The At 31December Exchange ratedifferences Acquisitions ofsubsidiary Used duringtheyear -Releaseofunusedprovisions -Additionalprovisions Included intheincomestatement: At 1January Trade receivables-net Less: impairmentofreceivables Overdue >2years Overdue 1-2years Overdue 6-12months Overdue 3-6months Overdue <3months Not pastdue
receivables 1,075,191 994,374 234,172 619,285 (80,817) 63,234 64,939 57,834 35,727 Trade 2010
Impairment (80,817) (26,178) (18,746) (22,616) (2,785) (4,424) (6,068)
receivables 1,082,928 1,145,260 325,193 618,737 (13,411) (62,332) 80,817 38,036 62,332 59,233 50,489 59,772 31,836 (6,301) Trade 2010 161 - 2009
Impairment (19,935) (20,477) (62,332) (37,042) (13,574) 62,332 31,271 71,332 (7,576) (1,737) (2,079) 2009 (324) 131 10
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 143 2009 2009 (3,548) 614,861 103,839 718,700 718,700 715,152
(922) 2010 2010 80,014 833,778 913,792 913,792 912,870
Cash and cash equivalents Cash and Cash and cash equivalents Less: bank overdrafts Net cash position Cash and cash equivalents are at the free disposal of the Group. Bank deposits have a term to maturity no later than 16 deposits have a term to maturity no later than are at the free disposal of the Group. Bank Cash and cash equivalents cash joint ventures, amounting to €215 million cash equivalents include the Group’s share in February 2011. Cash and €37 million) in PPP entities as part of the liquidities balance includes €81 million (2009: (2009: €190 million). The conditions in project-specific funding agreements. the short-term bank overdrafts, considering their geographical position Cash and cash equivalents are not offset against offset these as far as possible during the year. at balance sheet date. It is the Group’s policy to The details of the net cash position are as follows: 15. Cash at bank and in hand Short term bank deposits Cash and cash equivalents The average effective interest on short-term bank deposits is 1.8 percent (2009: 0.3 percent). The average effective interest on short-term bank of approximately three weeks (2009: approximately one week). The deposits have an average term to maturity 144 2010 At 31December2010 Issue ofordinaryshares At 31December2009 Conversion ofpreferenceshares At 1January2009 recorded asfinancingchargesinthe incomestatement.PleaserefertoNote28. Financing preferencesharesareclassifiedasliabilities.Pleasereferto Note19.Dividendsonpreferencesharesare 398,517 shares.TheGrouphastheintentiontorepurchaseremaining sharesviathestockexchange. of non-convertiblefinancingpreferencesharesrepurchasedviathestock exchangealsoremainedunchangedin2010,at The numberofnon-convertiblefinancingpreferencesharesremained unchangedduring2010,at473,275.Thenumber conversion pricehasbeenadjustedto€3.30(beforerightsissue€4.20) perordinaryshare. Following therightsissue,inaccordancewithprovisionsArticle 2.13oftheconditionsforconversion, convertible financingpreferenceshareswereconvertedintoordinary shares. In 2010,thenumberofconvertiblefinancingpreferencesharesremained unchangedat346,276.In2009,3,846 16.3 ordinary shares. June 2010.In2009,theincreaseconsistedofconversion3,846convertiblefinancingpreferencesharesinto 135,196,679). Theincreaserelatesentirelytotheissueof96,569,057sharesasaconsequencerightson18 In 2009,thenumberofissuedordinarysharesincreasedby96,569,057(2009:3,846)to231,765,736 16.2 information, pleaserefertotheOtherInformationsection. A calloptionwasgrantedtoStichtingAandelenbeheerBAMGroepin1993forClassBpreferenceshares.Forfurther per share).Allissuedshareshavebeenfullypaidup. hundred millionpreferenceshares(2009:threemillion),allwithanominalvalueof€0.10pershare 2010, theauthorisedcapitalofGroupwasfourhundredmillionordinaryshares(2009:twomillion)andsix By floating96,569,057sharesintherightsissue,authorisedcapitalincreased,pursuanttoArticle36.1.Atyear-end generated approx.€240millionofnewcapital,afterdeductionnet€9directlyattributablecosts. In arightsissueon18June2010,96,569,057newshareswerefloatedatrateof€2.58.Withthisissue,theGroup 16.1 Please refertoNote8ofthecompanyfinancialstatementsforfurtherdetailsonnumberissuedshares. 16. Financing preferenceshares Ordinary shares General Share capital
232,585,287 136,016,230 136,016,230 96,569,057 Number of shares issued -
Ordinary 23,176 13,519 13,519 9,657 shares -
Convertible preference shares 1 1 1 - -
686,289 230,430 455,859 455,842 premium Share 17
709,466 240,087 469,379 469,362 Total 17
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 145 - - 885 Total (486) 2009 1,721 1,094 1,905 22,144 37,977 34,828 63,952 16,164 (15,520) (11,157) (54,922) 875,042 200,000 (245,348) (181,396) (196,916) 1,076,763
------(486) 2010 1,905 1,721 reserve 28,239 16,164 37,977 Hedging (70,195) (54,922) (38,758) (98,434) (11,157) 199,850 (108,953) 1,099,941 1,301,512
------885 1,094 34,828 35,713 22,144 23,238 Currency (87,963) (111,201) (146,914) translation adjustments
Capital base Capital Reserves 18. Equity attributable to the Company’s shareholders Subordinated loan Preference shares At 1 January 2009 Effective cash flow hedges: - Fair value movement - Tax on fair value movement Ineffective cash flow hedges: - Fair value movement - Tax on fair value movement Exchange rate differences: - Subsidiaries - Associates At 31 December 2009 Effective cash flow hedges: - Fair value movement - Tax on fair value movement Ineffective cash flow hedges: - Fair value movement - Tax on fair value movement Exchange rate differences: - Subsidiaries - Associates At 31 December 2010 in both 2009 and in 2010 is a consequence of the rise in value of the The positive movement in the translation reserve pound sterling. value of derivatives caused Of the positive movement in the hedge reserve in 2009, €20.3 million relates to the increased swap in 2009 and negative by increased market interest rates in 2009, €11.4 million relates to the sale of an interest rate €3.5 million relates to new derivatives. interest in 2010 is Of the negative movement in 2010, €40.9 million is a consequence of the fact that the long-term new hedges (€1.6 million) below the level of that in 2009. On the other hand, the hedge reserve is positively affected by and by the settlement of existing contracts (€0.6 million). Articles of Association that The restrictions on distributable reserves are determined by reserves required by law and the constitute a part of the company financial statements. 17. 146 2010 19. Later than5years Later than1andnotlater5years Not laterthan1year Bank overdrafts Other loans Financial leaseliabilities Bank facility Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2009 Later than5years Later than1andnotlater5years Not laterthan1year Bank overdrafts Other loans Financial leaseliabilities Bank facility Other projectfinancing Non-recourse projectfinancing Non-recourse PPPloans Preference shares Subordinated loan 2010 facility to €475 million and higher interest margins for the subordinated loan and credit facility. facility. credit and loan subordinated the for margins interest higher and million €475 to facility credit million €550 the of segment unused the of reduction a quarter, third and second intensive capital working the during ratios leverage higher of possibility the 2013, to term extended the are adjustments major The capital. working for need future Group’s the with correspond better agreements these facility, credit the for million €550 and financing bank for million €360 loan, subordinated the for million €200 into adjusting By issue. rights the to regard with agreements financing syndicated existing three its of terms and conditions the adjusted Group the 2010, In 19.1 1 After deductionofamortisedfinancecosts. Extended andalteredliabilitycomponents Borrowings 1 1
Non-current Non-current 1,904,021 1,714,728 360,000 246,668 237,712 634,767 200,000 358,120 280,629 232,899 788,480 199,950 27,982 34,118 6,192 1,407 8,418 1,407 - -
366,984 392,097 265,704 143,214 184,472 Current Current 11,522 19,599 55,771 35,639 36,075 (3,759) 3,548 1,667 4,179 (100) 314 922 314 - -
2,271,005 2,271,005 2,106,825 1,177,291 2,106,825 1,185,900 537,437 392,097 360,000 302,439 503,416 670,406 200,000 718,121 366,984 354,361 423,843 417,371 824,555 199,850 17,714 47,581 10,085 38,297 3,548 1,721 1,721 Total Total 922
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 147 47 (48) (16) 2009 1,471 1,423 1,407 1,454
- 47 (47) 2010 1,454 1,407 1,407 1,454
Preference shares Subordinated loan Face value at 1 January Equity component at 1 January Liability component at 1 January Conversion of shares Liability component at 31 December Equity component at 31 December Face value at 31 December 19.3 In December 2002, 39,285,715 convertible financing preference shares and 8,333,335 non-convertible financing preference shares were issued. For an initial period of 8 years (until year-end 2010), the dividend on financing preference shares is fixed, namely at 8.83 percent for convertible preference shares and 9.13 percent for non- convertible preference shares, both to be paid over the issue price of €4.20 per share. With effect from 2011 and for an 8-year period, the dividend on financing preference shares will amount to 7.95 percent for convertible preference shares and 7.90 percent for non-convertibe preference shares. Convertible financing preference shares At the request of shareholders, convertible financing preference shares may be converted into ordinary shares, with immediate effect, for the price of €3.30, which price was adjusted in 2010 (the issue price before the rights issue was €4.20). In 2010, no shares were converted (2009: 3,846 shares). At year-end 2010, 346,276 convertible financing preference shares were still in issue (at year-end 2009: idem). The fair value of the liability component, included in non-current liabilities, is calculated using a market interest rate equal to the dividend percentage on the non-convertible financing preference shares. This fair value has been calculated at €4.062 per convertible financing preference share. The difference of €0.138 per share between the issue price of €4.20 per share and the fair value of the liability component, representing the value of the equity component, is included in shareholders’ equity in the reserves The balance sheet value of the convertible financing preference shares is as follows: The difference of €0.138 per share between the issue price of €4.20 per share and the fair value of the liability component, representing the value of the equity component, is included in shareholders’ equity in the reserves. The balance sheet value of the convertible financing preference shares is as follows: 19.2 The subordinated loan has an interest rate that is based on the Group’s recourse leverage ratio and is equal to EURIBOR plus a margin, which can vary between a minimum of 325 and a maximum of 525 basis points. At 31 December 2010, the margin was 325 basis points (year-end 2009: 250 basis points). Commencing in February 2008, to hedge a part of the interest risk on the subordinated loan, an interest rate swap was contracted with a principal sum of €200 million until 2012 and subsequently decreasing to a principal sum of €100 million until 2013. The interest rate swap fixes EURIBOR at 3.99 percent. Including the margin at year-end 2010, the interest for the subordinated loan therefore amounts to 7.24 percent (year-end 2009: 6.49 percent). The subordinated loan will fully be repaid in July 2013. With regard to this loan, the Group is bound by conditions further described under the notes to Covenants. 148 2010 applying theeffectiveinterestrateof8.83percenttoliabilitycomponent. The financingexpenseonconvertiblepreferencesharesiscalculatedusingtheeffectiveinterestmethodby notes toCovenantsforfurtherinformation onthesetstandardsandrealisationoftheseconditions. and quantitativeconditionsasregardsinterestcapitalrepayments, amongstothers,arenotmet.Pleaserefertothe million). Theassetsarepledgedasasecurityforlenders.Theseloans will bepayableondemandiftheagreedqualitative The carryingamountoftherelatedassetsisapproximately€628million atyear-end2010(2009:approximately€665 partially fixed.Theprincipalsumofthesefinancingloansis€65million. do notdependonmarketfluctuationsduringthetermoftheseloans. Forseveralprojectfinancingloans,theinterestis Interest ontheseloansispredominantlyvariable,basedEURIBOR/LIBOR plusamargin.Interestmarginsoftheseloans The averagetermofnon-recourseprojectfinancingisapproximately 2.5years. These loansarecontractedtofinancelandforpropertydevelopment andongoingpropertydevelopmentprojects. 19.5 to Covenantsforfurtherinformationonthesetstandardsandrealisationoftheseconditions. and quantitativeconditionsregardinginterestcoverage,solvency,amongstothers,arenotmet.Pleaserefertothenotes (2009: €728million)andrepresentasecurityforlenders.Theseloanswillbepayableondemandiftheagreedqualitative The relatedintangibleassets(PPPconcessions)andfinancialreceivables)amountto€1,019millionintotal during thetermoftheseloans. on PPPloansis4.7percent(2009:4.8percent).Interestmarginsofthesedonotdependmarketfluctuations Interest ratesonPPPloansarevariable,butbyusinginterestrateswapstheyhavebeenfixed.Theaverage €465 million).TheaveragetermtomaturityofthePPPloansis21years(2009:25years). Of thenon-currentpart,approximately€665millionhasatermtomaturityofmorethanfiveyears(2009: These relatetoPPPprojectsintheUnitedKingdom,Ireland,Netherlands,Belgium,GermanyandSwitzerland. 19.4 The movementofthisitemisasfollows: The non-convertiblefinancingpreferencesharesarerecognisedasafinancialliabilityinthebalancesheet. The majorityofnon-convertiblefinancingpreferenceshareswererepurchasedin2005. these remainingsharesviathestockexchange. convertible financingpreferenceshareswerestillinissue(year-end2009:74,758).TheGroupintendstorepurchase In 2010,nonon-convertiblefinancingpreferenceshareswererepurchased(2009:8,562).Atyear-end74,758non- shares preference financing Non-convertible applying an effective interest rate of 9.13 percent. 9.13 of rate interest effective an applying method, interest effective the using calculated is shares preference financing non-convertible on expense financing The Liability at31December Repurchase ofshares Liability at1January Non-recourse projectfinancing Non-recourse PPPloans
2010 314 314 -
2009 314 350 (36)
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2010 149 2009 2009 9,303 (8,299) 18,679 27,982 19,599 47,581 22,586 22,490 10,804 55,880 47,581
2010 2010 8,665 4,179 4,531 9,915 (6,728) 25,453 34,118 38,297 30,579 45,025 38,297
Financial lease agreements Bank financing Other project finance The present value of the financial lease liabilities is as follows: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Future finance charges on financial leases Present value of financial lease liabilities Later than 1 year and not later than 5 years Later than 5 years Not later than 1 year 19.8 These mainly consist of financing arrangements for buildings and equipment. The maturity of the financial lease liabilities is as follows: 19.7 working capital. The interest on the bank financing of €360 Bank financing is used to finance the Group’s permanent ratio and is equal to EURIBOR plus a margin, which can vary between a million is based on the Group’s recourse leverage points. The margin was 205 basis points at 31 December 2010 (2009: 230 minimum of 205 and a maximum of 280 basis basis points). with a term until 2012 was contracted to hedge part of the interest risk Commencing in June 2009, an interest rate swap EURIBOR at 2.24 percent. Including the margin at year-end 2010, the on bank financing. The interest rate swap fixes 4.29 percent (2009: 4.54 percent). interest for this loan consequently amounts to Bank financing will be fully repaid in April 2013. by conditions further described under the note to Covenants. With regard to this financing, the Group is bound 19.6 and property development. In addition, equity contracted to finance land and building rights Other project loans are equity financing with effect from 2010. These to PPP contracts are recorded under other project bridge loans with regard increasingly demanded additional guarantees qualify as non-recourse because in 2010 the market bridge loans no longer when providing these loans. project financing is approximately 3 years. The average term of other loans plus a margin. Interest margins of these is predominantly variable, based on EURIBOR/LIBOR Interest on these loans is For several project financing loans, the interest fluctuations during the term of these loans. do not depend on market loans is €274 million. partially fixed. The principal sum of these financing for lenders; there are also additional (limited) securities. The carrying Not only the assets in question constitute a security €466 million at year-end 2010 (2009: approximately €390 amount of the related assets amounts to approximately if the agreed qualitative and quantitative conditions as regards interest million). These loans will be repayable on demand met. Please refer to the notes to Covenants for further information on and capital repayments, amongst others, are not the set standards and realisation of these conditions. 150 2010 increased to≤3andforthesecondthirdquarterof20112.75. As thefinancingconditionswereadjustedin2010,leverageratio permittedforthethirdquarterof2010was Asset guarantorcover EBITDA guarantorcover Current ratio Recourse solvancy Interest coverageratio Recourse leverageratio The detailedrulesandrealisationoftherecourseratiosdescribedabove,canbeexplainedasfollows: covers. TheGroupcompliedwithallratiosin2010. these financingarrangements(allrecourse)are:leverageratio,interestcoverage,solvency,currentratioandguarantor committed financingfacility)arebasedontheGroupasawhole,excludingnon-recourseelements.Themajorratiosfor Conditions fortheGroup’sbalancesheetfinancingarrangements(thesubordinatedloan,bankloanand were madein2010asaresultofnotadheringtothefinancingconditionsproject-relatedfinancing. value, whichexpressestheratiobetweenfinancingarrangementandvalueofproject.Noearlypayments specifically totherespectiveprojects.Amajorratioinpropertyprojectfinancingarrangementsrelatesloan Conditions forproject-relatedfinancing(non-recoursePPPloans,non-recourseandotherprojectfinancing)relate including financialratios,whichareinlinewithwhatiscustomarytheindustry. With regardtothevariousfinancearrangements,Groupisboundbyqualitativeandquantitativeconditions, 19.11 (2009: €175million),€0ofwhichwasdrawndownatyear-end2010idem). In additiontothesyndicatedcommittedlong-termfacilities,Groupholds€165millioninbilateralcreditfacilities Bank creditshaveatermtomaturityuntilApril2013. At year-end2010,theGroupdidnotusefacility(2009:idem). With regardtothisfinancing,theGroupisboundbyconditionsfurtherdescribedundernotesCovenants. 31 December2010(2009:50basispoints). proportion ofthefacility,withamarginbetween125and275basispoints.Thewas150pointsat working capitalfinancingandanyotheractivitiesthatmayarise.Variableinterestratesapplytothedrawn-down In 2010theleveloffacilitywasreducedfrom€550millionto€475million.Thecanbeusedforbothusual 19.10 The otherloansrelatetofinancingofbuildingsandequipment.assetsarenotpledgedasasecurityforlenders. 19.9 Covenants Bank credits Other loans Asset-share guarantors EBITDA-share guarantors Short termreceivables/shortliabilities Capital base/balancesheettotal EBITDA/interest paid Net debt/EBITDA
> > > > > < Norm 1.00 4.00 2.50 50% 60% 15%
23.8% 2010 1.23 7.09 0.46 87% 67%
20.4% 2009 1.21 6.24 0.75 86% 71%
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 151 - - - - - 5.0% 2.2% 5.0% Total 2009 2,577 Pound sterling 850,910 424,965 816,036 2,106,825 2,271,005 1,679,283 2,106,825 (1,255,915) (1,454,969) 2009
6.5% 9.1% 4.6% 3.1% 3.1% 4.5% 5.5% 4.3% Euro 2010 5 year 30,502 443,238 537,437 718,121 159,197 459,039 (469,220) (558,924) Later than 1,781,464 2,271,005
- - - - - 5.0% 2.9% 5.0% Pound sterling 443,238 1-5 year 351,558 (734,053) (834,342) 1,177,291 1,185,900 2010
Euro 7.2% 9.1% 4.4% 3.3% 3.0% 4.3% 5.3% 4.4% 1 year (52,642) (61,703) 392,097 339,455 305,281 366,984
Not later than
Other information For a PPP project a concession grantor contracted an interest rate swap to hedge the related PPP loan of approximately For a PPP project a concession grantor contracted an interest rate swap to hedge the related €27 million (2009: approximately €29 million). The carrying amounts of the Group’s borrowings are denominated in the following currencies: Total borrowings Hedged with interest rate swaps At 31 December 2010 Total borrowings Hedged with interest rate swaps At 31 December 2009 Euro Pound sterling Swiss franc The Group contracted interest rate swaps to mitigate the exposure of borrowings to interest rate fluctuations and The Group contracted interest rate swaps to mitigate contractual changes in interest rates. position is as follows: At 31 December 2010, the Group’s unhedged Subordinated loan Preference shares Non-recourse PPP loans Non-recourse project financing Other project financing Bank financing Financial lease liabilities Other loans 19.12 The subordinated loan, the preference shares). has the nature of ‘shareholders’ equity’ (the A part of the Group’s loans of the long-term loans market. loans do not directly relate to the margins requested margins of these from government bodies. Therefore, the interest directly relate to the associated receivables The non-recourse PPP loans by market adjustments applying to companies. rates are influenced marginally interest margins are in line with the markets. are relatively short, as a consequence of which The terms of project loans from their fair values. amounts of the loans do not significantly differ Therefore, the carrying amounts of the loans do not significantly differ to variable interest rates. Therefore, the carrying Other loans are subject from their fair values. The effective interest rates are as follows: 152 2010 20. accounted forintheincomestatement.PleaserefertoNote28. In 2009,severalloanswererepaidearly,breakingtheassociatedhedgerelationship,andvalueofinterestswapis compensation areaccountedforintheincomestatement. shareholders’ equity.Thefairvalueofoutstandingderivativefinancialinstrumentswhichdonotprovideaneffective movements incashflowsfromthehedgedpositions.Therefore,2010areaccountedfor At yearend2010,generallyallrecognisedderivativefinancialinstrumentsprovideaneffectivecompensationfor percent). ThevariableinterestratesofthecorrespondingloansarebasedonEURIBORorLIBORplusamargin. At year-end2010,thefixedinterestratesoftheseswapsvaryfrom2.2percentto6.3(2009:3.96.5 negative (2008:€95.2millionnegative).Allinterestrateswapshavetermstomaturitylongerthanoneyear. to €1,455million(2009:€1,256million).Thefairvalueoftheoutstandinginterestrateswapsamounts€148.5 (non-) recoursePPPloans,andsomeprojectloanswithavariableinterestrate.Thetotalwhicharehedgedamount At 31December2010,interestrateswapsareoutstandingtohedgetheriskonsubordinatedloan, 20.1 €34 million(2009:€1million)andbetween2to4yearsfortheamountof€4€0). maximum of1yearfortheamount€221million(2009:€181million),betweenand2years value of€1.5millionnegative(2009:€0.2positive).Thetermstomaturitythesecontractsareupa At 31December2010,thetotalofforwardexchangecontractsamountsto€259million(2009:€182million)withafair 20.2 Of which current: which Of contracts exchange Forward Interest rateswaps Interest rateswaps Forward exchangecontracts Derivative financial instruments
Assets 1,684 3,386 3,329 57
Liabilities 153,327 148,531 2010 4,022 4,796
Fair value (149,941) (148,474) (2,338) (1,467)
Assets 2,107 2,108 2,108 -
Liabilities 2009 97,046 95,162 2,609 1,884
Fair value (94,938) (95,162) (502) 224
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2010 153 2009 76,669 26,812 106,650 133,462
2010 93,894 27,008 111,966 120,902
Employee benefit obligations assets and Employee UnitedKingdom contribution plans. In the United Kingdom, the Group makes contributions to defined benefit plans as well as defined new participants in 2004 Three defined benefit pension schemes are executed by separate trusts. They were closed to responsible for making and future accumulation in the schemes closed at the end of October 2010. The Group is still was last revised in supplementary contributions to recover the historical financing deficits. The level of the contributions million (2009: €12 million). 2008. This led to supplementary contributions in 2010 to the amount of approximately €23 TheNetherlands accrued within the company pension funds of former legal entities. The historic pension benefits until 2006 are partly The HBG company pension fund was liquidated in 2009. The These schemes are now closed to new participants. was completed at year-end 2010. liquidation of the Wilma company pension fund from the Central Works Council and from the Social and The Group has initiated a consultation with representatives Pensioners, in the context of accounting for the Group’s past and future Economic Committee of the Association of BAM resulted in a decision to pension policy, including rate of pension indexation and investment results. These consultations commitments have apply restricted compensation increases with effect from 1 January 2010, insofar as no unconditional been made. pension benefits. The basic pension for every employee is covered by multi-employer funds for the accrual of future Railways. These funds Specifically, these are the industry pension funds for Construction, Metal & Technology and information on the operate an index-linked average pay plan. As these funds are not equipped to provide the required plans are accounted for as Group’s proportionate share of pension liabilities and fund investments, the defined benefit plans. The Group may not defined contribution plans. The Group is obliged to pay the predetermined premium for these of future reclaim any excess payment and is not obliged to make up any deficit, except by way of the adjustment premiums. (2009: 115 percent) and At year-end 2010, the coverage rate of the industry pension fund for Construction is 108 percent 105 percent. At 96 percent, that for Railways 128 percent (2009: 135 percent), which exceed the statutory minimum of this is not yet the case for the industry pension fund for Metal & Technology (2009: 101 percent). Employee benefit obligations relate to defined benefit pension schemes and other employee benefits, such as long- relate to defined benefit pension schemes Employee benefit obligations defined benefit pension schemes involve funded schemes to the net service awards, both at home and abroad. The employee benefits involve non-funded schemes. amount of €18.1 million (2009: €30 million). Other gains and losses, with the exception of the effects on liabilities related The corridor method is used to calculate actuarial charged or credited to the income statement, as the corridor does not to other employee benefits. Those effects are apply. balance receivables in 2009 and 2010. In fact, the fair value of the scheme The defined benefit pension schemes included of these funds. The increase in balance receivables and the decrease in assets does not exceed pension liabilities in any employer contributions exceed pension liabilities calculated on an balance liabilities are enhanced by the fact that actuarial basis. following countries: The Group has pension schemes mostly in the 21. Retirement benefit asset for defined benefit schemes Retirement benefit asset for defined benefit schemes Retirement benefit obligation benefits Other non-current employee 154 2010 scheme. insurance company.TheGrouphasalsomadearrangementsforemployeestoparticipateinadefinedcontribution In Belgium,theGroupmakescontributionstoarelativelysmalldefinedbenefitschemethatisexecutedbyanexternal Belgium premiums. not reclaimanyexcesspaymentandisobligedtomakeupdeficit,exceptbywayoftheadjustmentfuture numbers ofmembers,however.TheGroupisobligedtopaythepredeterminedpremiumfortheseplans.may external partiesadministeringthemarenotabletoprovidetherequiredinformation.Theseschemeshavelimited In addition,severaldefinedbenefitschemesareaccountedforascontributionduetothefactthat schemes. schemes in2010,employeeswhousedtoparticipatethesewereinviteddefinedcontribution executed byanoutsideinsurancecompany.Followingtheclosureoffutureaccumulationindefinedbenefitpension In placeofthecloseddefinedbenefitpensionschemes,Groupopenedacontributionscheme,whichis
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 155 Total 2,578 6,120 2,134 (6,120) (1,382) (2,978) 18,072 62,816 24,634 80,085 69,376 18,072 80,085 11,182 (93,894) (22,011) (27,839) (18,440) (82,758) (62,816) (18,440) (82,758) (11,236) (22,011) 111,966 152,916 171,578 (213,411) (152,124) 1,408,527 1,678,842 (1,547,792) (1,830,966)
------757 990 (757) (922) 5.5% 6.2% 2.5% 5.1% 7,510 7,510 1,350 1,758 3,653 3,715 3,417 7,510 3,653 (2,234) (2,085) (3,870) (3,065) (1,758) (8,900) (2,085) (3,870) (2,234) Ireland 57,820 67,604 16,410 (69,835) (76,504) 1.25% - 2.00%
------1 912 388 912 (329) (329) 5.1% 5.1% 2.0% 2.0% 5.1% 3,956 3,688 2,167 (2,370) (2,954) (2,644) (3,956) (2,954) (2,370) 18,590 19,622 (40,069) (59,887) (61,858) (42,236) (40,069) (40,069) Germany
------26 73 62 16 73 38 (31) (50) (92) (16) (44) (26) (12) (50) (92) (31) (518) (634) 5.1% 4.0% 2.0% 2.0% 4.7% 1,508 1,621 (1,152) (1,963) (2,139) (1,152) (1,152) Belgium
- - - - - 5.7% 0.0% 5.4% 4,734 (4,066) (4,734) (2,190) United 43,666 39,600 16,239 24,634 32,962 39,302 28,639 81,096 39,600 32,962 (13,320) (27,839) (11,176) (32,916) (31,060) (16,239) (41,496) (11,176) (32,916) (13,320) 485,661 599,693 (549,703) (641,189) Kingdom 5.9% - 6.2% 2.9% - 3.3%
- - 95 613 (613) 5.1% 4.9% 2.0% 2.0% 4.7% 1,228 1,144 (4,056) (4,800) (1,382) (4,800) (4,056) 12,183 40,837 42,485 22,609 72,539 12,183 42,485 11,182 60,790 (42,926) (40,837) (58,974) (42,926) (11,236) (48,607) 844,948 120,484 990,302 (866,404) (176,598) (1,049,276) Netherlands
Basic assumptions Discount rate as at 1 January 2010 Expected return on plan assets Rate of compensation increase Rate of benefit increase Discount rate as at 31 December 2010 Components of net periodic benefit cost Service cost Interest cost Expected return on plan assets Amortisation of actuarial gain/loss amendments plan and Changes Unrecognised assets Direct recognised actuarial gain/loss Net periodic benefit cost Balance sheet position Funded status Unrecognised net actuarial gain/loss Unrecognised assets At 31 December 2010 Change in fair value of plan assets At 1 January 2010 Exchange rate difference Expected return on plan assets Employer contributions Plan participants contributions Benefits paid Actuarial gain/loss At 31 December 2010 Change in benefit obligation: At 1 January 2010 Exchange rate difference Service cost Interest cost Plan participants contributions amendments plan and Changes Benefits paid Actuarial gain/loss At 31 December 2010 Charged to the income statement Charged to the income Net balance sheet position Balance sheet obligation Balance sheet assets At 31 December 2010 2010 The actuarial assumptions and amounts recognised in the balance sheet and income statement are as follows: 156 2010 2009 Discount rateasat31December2009 Rate ofbenefitincrease Rate ofcompensationincrease Expected returnonplanassets Discount rateasat1January2009 Basic assumptions Net periodicbenefitcost Direct recognisedactuarialgain/loss Unrecognised assets Changes and plan amendments Amortisation ofactuarialgain/loss Expected returnonplanassets Interest cost Service cost Components ofnetperiodicbenefitcost At 31December2009 Unrecognised assets Unrecognised netactuarialgain/loss Funded status Balance sheetposition At 31December2009 Actuarial gain/loss Benefits paid Plan participantscontributions Employer contributions Expected returnonplanassets Exchange ratedifference At 1January2009 Change infairvalueofplanassets At 31December2009 Actuarial gain/loss Benefits paid Changes and plan amendments Plan participantscontributions Interest cost Service cost Exchange ratedifference At 1January2009 Change inbenefitobligation: Charged totheincomestatement At 31December2009 Balance sheetassets Balance sheetobligation Net balancesheetposition
Netherlands 4.9% -5.9% 2% -2.5% (866,404) (844,598) 844,948 739,353 (12,665) (11,075) (46,781) (12,544) (21,456) (34,332) (46,781) (12,665) (48,847) 0% -2% 11,022 42,555 27,629 77,989 18,555 42,555 34,332 42,476 (4,090) (5,087) (6,371) (4,296) (5,087) (6,371) 5.1% 5.7% (828) 791 828 854 - -
3.3% -4.6% 4.0% -6.3% Kingdom (549,703) (410,245) 485,661 374,579 (14,955) (27,207) (64,042) (14,326) (77,208) (27,207) (33,743) (14,955) (15,234) 22,834 12,931 76,973 34,841 31,288 22,834 30,766 14,326 12,931 28,165 United (9,947) (5,679) (9,947) 5,679 5.7% 3.3% 6.1% (635) - - - - -
Belgium (1,183) (1,963) (2,128) (1,183) (1,183) 1,508 1,567 5.1% 2.0% 2.0% 4.6% 5.7% (118) (119) (111) (728) (455) (306) (119) (111) (118) 145 134 306 (18) (45) 37 75 45 75 ------
Germany (41,386) (41,297) (59,887) (57,618) (41,386) (41,386) 18,590 21,100 (2,618) (3,174) (3,848) (2,428) (3,174) (2,618) 1,293 3,848 5.1% 2.0% 2.0% 5.0% 5.7% (515) (946) (515) 991 991 (89) 80 ------
(12,015) (69,835) (68,726) 18,043 57,820 47,925 Ireland (4,428) (1,521) (3,731) (2,104) (6,559) (3,731) (2,104) (4,428) 2,928 6,028 6,484 6,136 2,928 6,559 6,028 6,028 5.5% 1.5% 2.5% 6.2% 5.7% (927) (906) 906 ------
(1,547,792) (1,383,315) 1,408,527 1,184,524 (139,265) (106,650) 121,828 118,350 (34,784) (11,075) (81,012) (17,764) (29,981) (12,544) (59,371) (84,725) (81,012) (17,764) (33,743) (34,784) (29,981) 11,022 69,383 57,417 69,383 30,766 59,371 76,669 (6,129) (7,458) 7,458 Total 791 854
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2010 157 - - - Total 2006 4,884 (2,727) 76,232 25,815 (25,712) (16,442) 153,462 113,465 240,848 723,270 638,492 148,714 643,337 590,661 (247,984) (134,519) 1,357,260 1,408,527 1,678,842 (1,605,244)
- - - - - 2007 9,578 8,945 (2,887) (5,649) Ireland 28,061 70,826 12,646 45,380 10,582 38,293 57,820 67,604 (62,164) (92,738) 113,465 (163,564) 1,387,920 (1,551,484)
- - - - - 788 2008 1,586 3,160 4,705 (1,469) 70,826 18,036 10,725 18,590 19,622 (11,643) (52,320) (84,721) 146,470 172,689 (198,790) Germany 1,184,525 (1,383,315)
------2009 2,621 1,621 1,508 1,508 1,621 (6,129) 84,725 11,022 (11,075) (29,981) Belgium 146,470 109,284 (139,265) (118,350) 1,408,527 (1,547,792)
(444) 2010 3,893 (2,978) United 58,196 94,839 91,792 15,090 11,182 18,072 (11,236) 126,053 320,605 112,189 266,590 485,661 109,284 213,411 170,196 599,693 Kingdom (152,916) (152,124) 1,678,842 (1,830,966)
- - 41,672 98,942 618,853 272,507 522,203 281,073 844,948 990,302 Netherlands
In 2010, there was a further substantial recovery, with an average return of more than 15 percent (2009: 15 percent). In 2010, there was a further substantial recovery, also positively influenced by the currency translation result following The recovery in the United Kingdom in 2010 was However, there was also a corresponding increase in the defined the rise in the exchange rate of the pound sterling. benefit obligation. at year-end for defined The following table provides an overview of the composition of the net balance sheet obligation benefit schemes over the past few years. Funded status: Benefit obligation Fair value of plan assets Unrecognised net actuarial gain/loss: Unrecognised net actuarial gain/loss previous year Unrecognised net actuarial gain/loss benefit obligation Unrecognised net actuarial gain/loss plan assets Amortisation of actuarial gain/loss Curtailments and amendments Not recognised assets Immediate recognised actuarial gain/loss differences exchange Currency Net balance sheet position Cash and other Index-related bonds Fixed-rate bonds Equities At 31 December 2010 Cash and other Index-related bonds Fixed-rate bonds Equities At 31 December 2009 The discount rate is based on high-grade corporate bonds, adjusted for the terms of the benefit commitments. As the Dutch schemes 2010 include the mortality tables which were issued recently, they comprise the latest information with regard to longevity risk. The expected return on plan assets is determined by taking into account the current underlying asset investment policy. The various funds invest in equities, index-related and fixed-rate investments. Expected returns on investments in shares and property reflect the actual long-term return rates in the various markets. Expected returns from fixed-rate investments are based on gross returns at the date of the balance sheet. The risk profiles of the various portfolios are in line with the requirements as set out in the particular pension schemes, and these profiles can be classified as ranging from average to low. Fund investments do not include any shares of the Group. The composition of the plan assets is as follows: 158 2010 approximately 3 percent). The non-current part of the provisions has been discounted at an interest rate of approximately 3 percent (2009: unused premises. Approximately 40 percent of the provisions have a current nature (2009: 50 percent). Germany, environmental provisions (mainly soil pollution) and continuing rental commitments resulting from (temporarily) Other provisions predominantly relate to the liquidation of old project development activities, claims and legal obligations in 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 (2009: approximately 65 percent). predominantly to reorganisations in the Netherlands and, to a limited extent, abroad. Approximately 60 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 30 percent). periodically, based on an estimate of risks. Approximately 45 percent of the provision has a current nature (2009: 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 Provisions areclassifiedinthebalancesheetasfollows: At 31December2010 Other movements Exchange ratedifferences Used duringtheyear - releaseofunusedprovisions - additionalprovisions Charged totheincomestatement: At 1January2010 22. Current Non-current Provisions
Warranties (25,139) 74,519 27,386 78,006 (5,778) 44 - Reorganisation-
(13,754) 24,748 16,999 23,909 (2,406) cost - -
guaranties 19,382 27,289 (7,907) Rental - - - -
provisions 130,463 (10,490) 54,999 75,464 11,814 22,561 1,235 2010 Other (870) (656) 34
130,463 151,765 151,765 (57,290) 57,658 94,107 45,620 (8,840) 2009 (870) Total 78
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2010 159 - 24 718 332 834 436 778 Total (258) (123) 2009 2009 2,105 9,441 63,268 83,982 45,177 19,655 75,356 32,649 48,441 57,882 25,303 11,725 (12,490) (50,123) (88,242) (50,123) 137,607 108,005 203,347
- - 24 195 323 227 187 (241) (197) (784) (334) Other 2010 2010 9,911 7,337 3,101 (7,882) 17,226 12,798 14,816 50,164 16,199 66,363 (50,123) (37,318) (19,328) 159,247 174,063 (107,700) (107,700)
- - - - (1) 447 395 gains (365) 37,040 24,997 16,554 41,580 (12,490) Fair value
------9 76 5,441 79,347 84,864 58,054 142,927 Compensation
- - - - (60) 523 212 2,270 6,042 (3,149) (4,630) 10,520 10,876 Provisions
Deferred taxDeferred The gross movement in the net amount of assets and liabilities is as follows: The gross movement in the net amount of assets The movement in deferred taxes, before offsetting the balances within the same tax jurisdiction, is as follows: The movement in deferred taxes, before offsetting Deferred tax assets At 1 January 2009 (Charged) credited to the income statement (Charged) credited to equity Acquisition of subsidiaries Reclassification including scope changes Exchange rate differences At 31 December 2009 (Charged) credited to the income statement (Charged) credited to equity Change in tax rate Reclassification including scope changes Exchange rate differences At 31 December 2010 At 1 January Charged/(credited) to income statement Charged/(credited) to equity Acquisition of subsidiaries Change of income tax rate Reclassification including scope changes Exchange rate differences At 31 December 23. Deferred tax assets: more than 1 year - To be recovered after 1 year - To be recovered within Deferred tax liabilities: more than 1 year - To be recovered after 1 year - To be recovered within Net amount of assets and liabilities 160 2010 against futureprofitsinGermany. two activeoperatingcompaniesinGermany(BAMDeutschlandandWayss&FreytagIngenieurbau),whichcanbeoffset Germany ceasestoexist.Taxcompensablelossesaminimumof€400millionareexpectedremainavailableforthe With theliquidationofoldpropertydevelopmentactivitiesinGermany,aparttaxcompensablelossesavailable 2011 uptoandincluding2020. to taxlosscompensation,theGroupwillbeableoffsetliquidationagainsttaxableprofitsinperiodfrom will largelytakeplaceagainstother-yearresults.Basedonafinalisationin2011,andthecurrenttimelimitswithregard loss canbeoffsetagainstothertaxableprofitsrealisedbytheRoyalBAMGrouptaxentityinNetherlands.Offsetting The liquidationofoldpropertydevelopmentactivitiesinGermanyisexpectedtobecompleted2011.resultingtax losses againsttaxableprofitsintheperioduptoandincluding2019. million. Basedonthecurrenttimelimitswithregardtotaxlosscompensation,Groupwillbeableoffsetthese The taxlossesincurredbytheRoyalBAMGroupentityinNetherlands2009and2010isapproximately€220 which thetemporarydifferencesandtaxlosscarry-forwardscanbeutilised. Deferred taxassetsarerecognisedonlytotheextentthatitisprobablefuturetaxableprofitswillbeavailableagainst Other currentliabilities Cost oncompletedprojects Pension premiums Social securitycontributionsandother taxation Amounts duetoassociates Amounts duetocustomers Trade payables 24. At 31December2010 Exchange ratedifferences changes Reclassification includingscope Change intaxrate (Charged) creditedtoequity statement (Charged) creditedtotheincome At 31December2009 Exchange ratedifferences changes Reclassification includingscope Acquisition ofsubsidiaries (Charged) creditedtoequity statement (Charged) creditedtotheincome At 1January2009 Deferred taxliabilities Trade payables and other payables
Construction contracts 46,931 50,248 54,564 (3,231) (5,313) 997 (72) (20) 6 - - - -
depreciation Accelerated 5,625 1,817 3,302 3,569 (104) (472) 610 147 tax 58 - - - -
value (765) gains 913 327 526 460 831 Fair 65 (2) (5) 2 - - -
3,267,605 1,057,652 970,112 117,513 171,871 901,258 42,657 42,178 33,408 29,607 6,542 9,208 2,394 1,065 2010 Other (913) 403 441 (99) 72 - -
3,361,352 1,074,463 1,098,818 857,087 115,664 158,481 95,647 12,606 44,233 87,484 88,571 (1,042) (4,260) 1,021 7,859 1,496 2,541 2009 (765) Total 327 (99) (2)
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 161 - - 2009 2009 1,584 1,849 5,024 80,614 34,784 15,874 70,000 94,331 40,000 134,331 181,334 1,602,095 1,305,363
- - - 884 312 137 2010 2010 4,800 81,821 22,011 122,200 128,196 128,196 177,969 1,230,839 1,512,777
Impairments Personnel expenses Personnel Property, plant and equipment Other intangible assets Associates Non-current receivables Inventories Other receivables Goodwill 8 9 11 12 13 14 9 26. 26. At year-end 2010, the Group had 26,088 employees expressed in full-time equivalent (2009: 27,212). The average number of employees expressed in full-time equivalent amounted to 26,840 (2009: 28,464). Please refer to Note 21 for further information on pension cost. 25. Wages and salaries Social security cost Other personnel expenses Pension cost (defined contribution schemes) Pension cost (defined benefit schemes) The fair value of trade payables and other payables is almost equal to their nominal value, due to the current nature of their nominal value, due to the current nature and other payables is almost equal to The fair value of trade payables for an course of business (less than one year), except these payables will be paid in the ordinary these liabilities. Normally, of this non-current part amounts to €9 million €9 million (2009: €17 million). The fair value amount of approximately 2 percent (2009: 2 percent). is calculated with an interest rate of approximately (2009: €16 million) and parties and sold property development and consist relate to construction contracts for third Amounts due to customers 3.9 and invoiced instalments. Please refer to Note of cost incurred (including result recognised) of the negative balance and 7. conduct of business. include costs yet to be paid as part of the ordinary Other current liabilities In 2010 equipment has been impaired in the Civil engineering sector (€0.9 million) as well as a financial interest of the In 2010 equipment has been impaired in the Civil engineering sector (€0.9 million) as well as been failing to recover, the Group (through BAM Woningbouw) in a property entity (€0.3 million). Since the market has postponed new projects Group conducted an analysis in 2010 with regard to the property portfolio. Municipalities have in several regions. for the time being and have cancelled planning capacity. In addition, the housing market is shrinking average selling prices. Based Existing operations are increasingly subject to delays and less houses per project with lower had to be adjusted on this analysis, the Group decided that the anticipated (future) realisable values of several positions million of which related downwards structurally. This resulted in an impairment in 2010 of €127 million in total, €122.2 to own positions and €4.8 million of which to a loan granted to a property associate. positions of AM, which Impairments in 2009 were made for the property sector. The impairments involve the property of future are predominantly non-current in nature. The impairments are a consequence of adjusted expectations €70 million relates to proceeds from these positions, due to the market failing to recover shortly. Of the impairments, failing to recover shortly also own positions and €24.3 million to intangible assets, associates and receivables. The market played a part in the impairment of the goodwill for AM of €40 million in 2009. 162 2010 Net financeincome - Resultoncashflowhedges - CapitalisedinterestonGroup’sPPPprojects - CapitalisedinterestonGroup’sownprojects - Otherborrowings - Financialleases - Banks - Costbankfinancing - Bankfinancing - Othernon-recourseloans - Non-recoursePPPloans - ThirdpartyAMshareholders - Preferenceshares - Costofsubordinatedloan - Subordinatedloan Finance expense: PPP receivable-financeincome Other financeincome Other financialassets-interestincome Interest incomeoncashatbanks Finance income: 28. (2009: €176,000)forfiscaladviceand€688,000€311,000)othernon-auditrelatedservices. Group’s financialstatements.Theywerealsopaid€731,000(2009:€501,000)forotheraudit-relatedservices,€208,000 million (2009:€3.3million)ofwhichrelatestoPricewaterhouseCoopersAccountantsN.V.,responsibleforauditingthe The totalauditfeefortheoffinancialstatements2010amountsto€4.3million(2009:€4.6million),€3.9 27. Please refertoNote19foranoverviewoftheweightedaverageinterest ratesforthecapitalisationofinterest. statement. consequently becameineffective.Accordingly,theimpairmentof interestrateswapwaschargedtotheincome 2009. DuetotherepaymentofTerraAmstelloanrelationship withtheassociatedinterestrateswapbroke,which broad refinancingoftheGroup,AMloan(€220million)andTerra Amstelloan(€138million),whererepaidin Other financeincomein2010relatespredominantlytorecognisedgains onfinancialtransactions.Inthecontextofa 1 ‘PPP receivables–interestincome’in2009by€29millionto€31.5million. The comparativefigures2009wereadjustedtoretroactivelyapplyIFRIC12.Thisledanincreaseinfinanceincome Finance income and expense Auditors’ fee
(33,207) 22,532 64,623 22,237 11,800 13,428 32,854 87,155 40,636 38,002 (4,827) 5,321 2,207 3,532 2,911 8,080 2,072 6,445 2010 157 130 -
(13,083) (41,962) 57,864 25,686 21,151 15,000 17,888 44,781 31,454 (6,582) 2009 2,612 3,180 2,700 7,253 1,021 9,629 4,167 4,834 4,326 158 130 1
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2010 163 - (12) 299 0.18 0.18 (816) 2009 2009 2009 3,819 1,383 2,419 (1,338) 10,434 31,268 31,268 168.6% (52,827) (13,472) (80,000) (12,590) (89,058) (88,242) (89,058) 172,193
- - 52 40 0.08 0.08 (784) 2010 2010 2010 6,617 3,945 8,477 1,040 7,589 7,589 29.2% (3,574) (8,224) 25,955 15,326 15,326 44,907 (37,318) 204,184
Earnings per share per Earnings Income taxIncome expense Weighted average number of ordinary shares in issue (x 1,000) Net result attributable to shareholders Basic earnings per share (€) Net result from continued operations attributable to shareholders Basic earnings per share from continued operations (€) The weighted average tax rate applicable was 35.7 percent (2009: 25.5 percent). The difference is attributable to a The weighted average tax rate applicable was 35.7 percent (2009: 25.5 percent). The difference different spread of results over the countries. tax receivable was not In 2010, the tax burden was influenced by a lower tax relief with regard to the losses at AM. A tax burden was also recorded for a proportion of these losses, because the losses fall outside of the fiscal entity. The influenced by the usual non-deductible expenses and the tax rates applied in the various countries. property development In 2009, a deviating effective tax burden was caused by the tax effect of the liquidation of old effect, the effective tax activities in Germany combined with a negative result before taxes. Excluding this liquidation burden in 2009 was 17.1 percent. Current tax Deferred tax 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 The difference is specified as follows: 30. 29. Result before tax Tax calculated at Netherlands tax rate Tax effects of: - Tax rates in other countries tax losses - Income not subject to tax and unrecognised - Change in tax rate on deferred tax differences - Tax filings and previously unrecognised temporary - Previously unrecognised tax carry forward - Recognition liquidation losses Germany - Associates’ result net of tax - Dividend to be paid / received tax purposes - Other including expenses not deductable for - Impairment of goodwill Tax charge Tax charge percentage 164 2010 No convertiblefinancingpreferenceshareshavebeenconvertedintoordinarysincethebalancesheetdate. the shareissue.Allowingfordilution,earningsperareasfollows: number ofoutstandingordinaryshares,butonatime-weightedbasis.Thein2009wasrecalculatedfollowing Shares thathavebeenissuedasaconsequenceofconversiondonotcountfullyindeterminingtheweightedaverage between theproposeddividenddistributions andtheeventualdividendpayments. The dividendoncumulativepreference shareswillnotapplytotheseshareholders.Thismaygiverise differences holders ofordinarysharesto dividendinrespectof2010. Conversion ofconvertiblecumulativefinancingpreferencesharesin2011 beforethe’ex-dividend’datewillentitlenew balance sheetatyear-end2010. holders offinancingpreferencesharesamountsto€0.16millionand has beenprovidedforasacurrentliabilityonthe paid adividendof€0.03million(€0.38346pershare)in2011(forthe 2010financialyear).Thetotaldividendpayableto share) in2011(forthe2010financialyear).Itisproposedthatholders ofnon-convertiblefinancingpreferencesharesbe It isproposedthatholdersofconvertiblefinancingpreferenceshares bepaidadividendof€0.13million(€0.37086per retained earningsunderequity. million willbedistributedasdividendontheordinaryshares.Asyet, dividendproposalhasnotbeendeductedfrom for 2010of€15.3million.Basedonthenumberordinarysharesoutstandingatyear-end2010,amaximum€7 The proposalforthecashdividendcorrespondswithapay-outpercentageofapproximately45basedonnetresult the dividendincashbyapproximately5percent. the numberofdividendrightsrequiredtoobtainonenewshareinsuchamannerthatshareswillexceed (2009: €0.10)perordinaryshareoradividendinshares.Incaseofshares,thecompanywillcalculate The companyproposestodeclareadividendforthefinancialyear2010at,atoptionofshareholders,€0.03incash million (€0.38346pershare)and€0.03share),respectively. The cashdividendspaidtoshareholdersofnon-convertiblefinancingpreferencesharesin2010and2009were€0.03 (€0.37086 pershare)and€0.13millionshare),respectively. The cashdividendspaidtoshareholdersofconvertiblefinancingpreferencesharesin2010and2009were€0.13million €67.6 million(€0.50pershare),respectively. The cashdividendspaidtoshareholdersofordinarysharesin2010and2009were€13.5million(€0.10pershare) 31. Fully dilutedearningsfromcontinuingoperationspershare(€) Net resultfromcontinuingoperationsattributabletoshareholders(diluted) Fully dilutedearningspershare(€) Net resultattributabletoshareholders(diluted) Dividend onconvertiblecumulativefinancingpreferenceshares(aftertax) Net resultattributabletoshareholders Weighted averagenumberofordinaryshares(diluted)(x1,000) Impact ofconversionconvertiblecumulativefinancingpreferenceshares Weighted averagenumberofordinarysharesinissue(x1,000) Dividends
204,624 204,184 15,454 15,454 15,326 2010 0.08 0.08 128 440
172,636 172,193 31,397 31,397 31,268 2009 0.18 0.18 129 443
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 165 Contingencies 32. to and disputes with clients. It is impossible amounts under pending proceedings The Group is claiming considerable benefits. These rights are therefore not extent and timing of possible inflow of economic reasonably determine the recognised. in clients. These liabilities are not recognised business, guarantees are issued to (prospective) In the ordinary course of these contingent liabilities. expected that any material risks will arise from the balance sheet. It is not The or by third parties (banks, surety companies). by the Group itself (corporate guarantees) Guarantees are issued either parties are on demand or on default. guarantees issued by third the amount of €583 million (2009: €676 million). Guarantees issued to the The Group has issued corporate guarantees to (2009: €1,420 million). In addition, surety bonds in the amount of €219 Group by third parties amount to €1,457 million issued. million (2009: €204 million) in total have been for which the Group bears joint and several liability (such as general Total liabilities towards third parties of companies 2010 (2009: €3,831 million). The Group’s share in these liabilities, partnerships) amounts to €4,966 million at year-end is included in the consolidated balance sheet. amounting to €2,252 million (2009: €1,945 million), nv in December 2003 concerning the sale of dredging activities, In relation to the transaction with Van Oord Group BHD balance sheet positions. guarantees have been issued with regard to specific shares in Van Oord held by the Group to the other shareholders of Van The company will be obliged to offer the ordinary to a third party as defined in article 1.1.d of the SER decree on Oord if there is a transfer of control over the company has a direct or indirect majority of the control in a business regarded as a merger rules, in terms of which that third party the company would no longer be able to exercise rights of control in significant competitor of Van Oord. In such a case, relating to the ordinary shares in Van Oord. Van Oord and would not be entitled to dividends that any third party, not being an institutional investor, holds directly A similar rule applies as soon as it comes apparent shares or depositary receipts for the shares in the company’s equity, or indirectly more than 15 percent of the ordinary of, and/or otherwise has an economic interest in and/or control of, more and is at the same time direct or indirect holder receipts for the shares in the equity of a company whose business is than 15 percent of the issued shares or depositary regarded as a significant competitor of Van Oord. 10 of the Decision on Takeover Directive as included in the report of the For further information, please refer to Article Executive Board. 166 2010 The total minimum lease payments are as follows: as are payments lease minimum total The million). €102 (2009: million €80 to amounts leases operational of cost the year, financial 2010 the In lease. the of term the during statement income the against charge linear a forms received, bonuses lease including expenditure, lease The rights. renewal and clauses escalation durations, varying have leases The agreements. lease operational non-cancellable under parties third from equipment and buildings cars, company various leases Group The projects. of realisation actual the and permissions planning of acquirement the plans, zoning of amendment the to things, other among relate, obligations these of nature conditional The million). €500 approximately (2009: million €460 approximately of amount the to activities development property for land acquire to obligations contractual conditional has Group The installations. and machines equipment, to primarily relate commitments These million). €4 (2009: million €7 of amount an for assets tangible of expenditure capital for commitments has Group the 2010, year-end At 33. Later than5years Later than1yearandnotlater5years Not laterthan1year The total minimum lease payments to be received are as follows: In the 2010 financial year, revenue from operational leases amounts to €3.9 million (2009: €5 million). million (2009: €15 million). The lease income, including lease bonuses, is recognised as revenue in the income statement. 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 Later than1yearandnotlater5years Not laterthan1year Commitments
267,379 148,752 38,210 80,597 35,281 21,901 11,143 2,237 2010 2010
325,920 193,419 40,880 91,621 25,784 15,548 6,488 3,748 2009 2009
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2010 167 (2) 98 24 Fair 888 value 784 888 5,075 5,179 7,419 2,094 2,327 1,565 (7,419) (8,833) 12,598 15,221 2009 5,179 (5,075)
------
160 2009 2,327 2,487 - - - - ments adjust- Fair value 2010
- (2) 24 98 1,565 2,588
2,094 (7,419) (8,833) 15,061 amount Carrying
Business combinations Business Tangible assets Intangible assets Deferred tax assets Inventories Trade and other receivables Cash and cash equivalents Borrowings Deferred tax liabilities Trade and other payables Net assets acquired Goodwill acquired through business combinations Purchase consideration settled in cash or cash equivalents Cash and cash equivalents in subsidiaries acquired Cash outflow on acquisitions Cash paid for acquirees’ total equity Contingent earn-out fees Fair value of net assets acquired Goodwill The acquired assets and liabilities are as follows: 34. acquisitions in 2010. There were no material liabilities from acquisitions amounted to €5.1 acquisitions. The fair value of net assets and In 2009, there were four of adjustment relates primarily to the valuation carrying amount of €2.6 million. The fair value million, with an acquirees’ value includes bank debts of €7.4 million. intangible assets. The carrying of (paid cost price €5.2 million and repayment acquisitions amounts to €12.6 million in 2009 The total cash outflow on million). the debts taken over €7.4 are as follows: and goodwill acquired under acquisitions Details of net assets, liabilities 168 2010 these loansareatarm’slength. At year-end2010,theGroupgranted loanstoassociatesfortheamount€16.8million(2009:€17.6million). Interestsfor €0.1 million(2009:€0.2million)and theliabilitiesto€2.1million(2009:€2.0million). The 2010year-endbalanceofreceivablesarisingfromaforementioned transactionswithassociatesamountsto (2009: €33.8million)andrelatedtothepurchaseofgoodsservices for€17.5million(2009:€18.7million). The Groupcarriedouttransactionswithassociatesrelatedtothesale ofgoodsandservicesfor€28.4million 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. on 4February2009andTebodinnowfullyownsthecompanyinHungary. The Groupacquiredtheremainingone-thirdinterestinTebodinEC,Hungary,fromKON-IN,viaitssubsidiarybv, Consultancy andengineering 30 January2009.Digacomrealisesanannualrevenueofapproximately€4million. The GroupacquiredallsharesintheICTspecialistDigacombvNieuw-Vennep,viaitssubsidiaryBAMTechniekbv,on Electrical andmechanicalengineering 2009. Ravesteynrealisesrevenueofapproximately€30million. The GroupacquiredallsharesintheRavesteyncompaniesLopik,viaitssubsidiaryBAMInfratechniekbv,on8April Civil engineering interest inTerraAmstelHoldingbv,whichhasbeenfullyconsolidatedsince2006. On 20March2009theGroupexerciseditsrightagreeduponwithHTAHin2006topurchaseremaining49percent Property 2009 BAM hasstatedearlierthatitintendstodisposeofitsminorityinterestforstrategicreasons. acquired byathirdpartytomaximumof30percent,whichisexpectedincreasethepossibilitiesfordisposal. BAM’s 21.5percentinterestinVanOord.Ifrequired,MerweOordwillsupplementOordtobe BAM andMerweOord,theinvestmentcompanyofVanOordfamily,agreedin2010tojointlyfindapartyinterested Via its21.5percentinterestinthedredgingcompanyVanOord,Groupisinvolvedworldwidemarket. The non-currentassetsheldforsaleatyear-end2010and2009relatetoBAMInternationalintheCivilengineeringsector. 35. Related-party transactionsRelated-party Non-current assets heldNon-current assets for sale and discontinued operations
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2010 169 734 282 750 350 632 535 Total 50 45 30 45 3,284 55 45 270 2009
92 48 48 81 31 140
Pension premium 55 50 15 45 44 45 254
2009 2010 - 39 50 92 84 107 Bonus
535 195 610 252 460 420 Gross salary
- 736 751 569 616 578 Total 3,250
- 93 82 82 44
141 Pension 325,000,–); appointed on April 21 2009. premium
- - 2010 89 67 74 74 Bonus
- 175,000,–; pension175,000,–; premium based on allowance on salary; retired with effect from 360,000,– (2009: £ 554 610 420 460 460 Gross salary
1 2 2 3 1 On 1 October the chairmanship 2010 was transferred N.J. to Mr. De Vries. J.A.P. Mr. van Oosten will retire March on 31 2011. Gross salary for 2009 based on £ 21 April21 2009. Gross salary based for 2010 on £ Retired with effect from april 21 2010. With effect from April 21 2009. W.K. Wiechers, chairman A. Baar, vice chairman R.J.N. Abrahamsen 1 2 allowance of €3,280 The Chairman and the other members of the Supervisory Board receive an annual fixed expenses and €1,640, respectiveley. or the Supervisory Board. No option rights for shares have been granted to the members of either the Executive Board The remuneration of the members of the Supervisory Board is charged to the income statement and amounts to €0.250 The remuneration of the members of the Supervisory Board is charged to the income statement million (2009: €0.270 million). Supervisory Board 2 3 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 awarded variable remuneration for achievement of financial None of the members of the Executive Board were 40 percent). In accordance with the Executive Board members’ objectives for 2010 (maximum variable remuneration: for the members of the Executive Board in 2010 concerned: progress in portfolios, the individual non-financial objectives responding to the consequences of the financial crisis, implementing the strategy for 2010-2012, adequately structuring the organisations in Belgium and the United restructuring the property activities in the Netherlands, results. Kingdom, improving the balance sheet and improving the measurable Corporate Social Responsibility for achieving the Messrs De Vries, Rogers, Ruis and Van Wingerden have been awarded 16 percent variable remuneration non-financial objectives (maximum variable remuneration is 20 percent). 1 Executive Board to the income statement: and pension premiums were charged The following salaries, bonuses J.A. Dekker H. Scheffers W. van Vonno J.A.P. van Oosten M.J. Rogers J. Ruis R.P. van Wingerden N.J. de Vries P.B. Brooks 170 2010 The Group has no contingent liabilities or investment obligations under joint ventures. joint under obligations investment or liabilities contingent no has Group The TheGroup’s share in the balance sheets of joint ventures is as follows: €1.1billion), which represents approximately 18 percent of the Group’s revenue (2009: 13 percent). TheGroup’s share in the revenue of these joint ventures amounts to approximately €1.4 billion in 2010 (2009: approximately therequirement set out in the Notes to the financial statements. strategicland positions. None of the joint venture interests are regarded as being of material significance in the context venturesof is limited to a period of between approximately 1 and 4 years, with the exception of joint ventures which hold remainin place until a project is finished, and they are accordingly finite. In actual practice, the duration of many joint Groupoperates. The Group participates in approximately 780 joint ventures (2009: 770). These collaborative arrangements Amajor part of the Group’s activities is carried out in joint ventures. This applies to all activities and all countries in which the 37. The Grouphasnotenteredintoanymaterialtransactionwithotherrelatedparties. Other relatedparties advances havebeengrantedtotheseofficers. The membersoftheExecutiveBoardandSupervisorydonotholdanysharesincompany.Noloansor Equity: - Currentliabilities - Non-currentliabilities Liabilities: - Currentassets - Non-currentassets Assets: (€x million) Joint ventures
2,251 1,311 2,335 1,683 2010 940 652 84
1,944 1,125 1,999 1,569 2009 819 430 55
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2010 171 period 25 30 30 30 25 30 25 30 25 25 33 25 30 25 25 28 30 30 15 15 25 25 30 38 27 27 30 25 30 20 20 Concession- from 2000 2004 2000 2003 2001 2008 2010 2010 2012 2012 2011 2012 2012 2013 2012 2005 2009 2010 2005 2007 2012 2006 2010 2013 2006 2005 2009 2005 2011 2009 1999 As tional Yes Yes Yes Yes Yes Yes Yes Yes No No No No No No No Yes Yes Yes Yes Yes No Yes Yes No Yes Yes Yes Yes No Yes Yes Opera- Country UK UK UK UK UK UK UK UK UK UK Belgium Netherlands Germany Germany Switzerland Ireland Ireland Ireland Netherlands Netherlands Netherlands Netherlands Germany Belgium Belgium Belgium Germany Germany Germany Germany UK
Type Health Health Justice Justice Education Education Education Education Education Education Education Justice Other Justice Justice Roads Roads Roads Roads Roads Roads Railroads Roads Railroads Justice Justice Other Education Education Justice Other 75 89 90 70 25 50 25 90 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 33.3 33.3 33.3 33.3 10.5 33.3 (in %) Interest Concessions PPP projects of BAM PPP: Accommodations: East Ayrshire Hospital Wharfedale Hospital Derby Police Cheshire Police Peacehaven Schools Bromsgrove Schools Solihull Schools West Dunbartonshire Schools Somerset Schools Camden Schools Ghent University Schiphol Potsdam Bremervoerde Prison Burgdorf Prison Infrastructure: Dundalk By-pass Waterford By-pass Portlaoise A59 N31 A12 Infraspeed HSL A8 Liefkenshoektunnel PPP projects of other companies: Accommodations: Justice court Ghent Justice court Antwerp Stadium Dresden Sonderschule Frechen Alfons-Kern-Schule, Pforzheim JVA München Infrastructure: Broadland Environmental Services 38. 38. The Group operates various concessions. These activities consist of constructing, operating, and disposing of (a share in) concessions and are mostly performed in separate legal entities, either alone or with third parties. An entity is (proportionately) consolidated if the Group has (joint) control. An entity is accounted for as an associate if the Group has significant influence but no decisive control. The Group is involved in the following PPP contracts:
172 2010 A moredetaileddisclosureofoperationalconcessionsisasfollows. amounts toapproximately€1billion(2009:€0.5billion). million). RevenueyettoberealisedfromconstructionactivitiesonPPPprojectscurrentlyintherealisationphase The Groupalsohasapproximately€153millionofliabilitieswithregardtocapitalbepaidinPPPprojects(2009:€128 refer toNote7. The Group’stotalnetinvestmentsinPPPprojectsare€104millionatyear-end2010(year-end2009:€61million).Please remaining 50percentinterestinajointventurewithinvestmentfundDIF,recognisedgainof€9million. (2009: €11.2million).PleaserefertoNote6.Theresultfor2009waspositivelyinfluencedbythedisposalof In 2010BAMPPPgeneratedarevenueof€311million(2009:€253million)withprofitbeforetaxes€3.5 Government grantsreceivedareoffset againstcostsincurredorthevaluationofPPPconcession inquestion. million). Government grants relate predominantly to PPP concessions, education, research and development, and wages. Government grantsreceivedduringthefinancialyearamounttoapproximately €9million(2009:approximately€10 39. The concessionsstartedbetween1999uptoandincluding2010,for periods varyingfrom15to30years. results ofthisentitythereforedependonroadtrafficand,hence,they arevolatiletosomeextent. In IrelandandGermany,concessionfeesaredirectlybasedonthevolume oftraffic(tollcollection).Therevenueand and resultsislimited. adjusted. Revenueandresultsarerecognisedonthebasisoffeesreceivedfromgovernment.Thevolatilityrevenue closures andmaintenance.Ifavailabilitydoesnotmeetthecontractualcriteria,concessionfeecanbe(temporarily) availability istestedagainstcontractuallyestablishedcriteria.Thesecriteriacovertheintensityofusage,temporary Concession feesintheNetherlands,BelgiumandUKarebasedonavailabilityofrelatedinfrastructure.This railway lineintheNetherlandsandIreland,acoastaldefenceschemeUnitedKingdom. These concessionsrelatetomotorwaysinIreland,theNetherlandsandGermany,arailwaytunnelBelgium Infrastructure the volatilityoftotalrevenueandresultislimited. against themarket,generallyonceevery5years.Therelevantpartsoffeescanbeadjustedonthisbasis.However, majority ofconcessionarrangementscontainindexationclauses.(Someof)theservicesareperiodicallybenchmarked During theconcessionperiods,feesarebasedonavailabilityofaccommodationandsupportservices.The rendered. (fixed) feesreceivedfromgovernment.Ifafeerelatestosupportservices,itisaccountedforinproportiontheservices accommodation, suchasmaintenanceandfacilitymanagement.Revenueresultsarerecognisedonthebasisof accommodation hasnoimpactonthepayments.Theconcessionssometimesincludesupportservicesfor Switzerland. Concessionpaymentsdependentirelyontheavailabilityofaccommodation.Theactualuse laboratory building.TheconcessionsarelocatedintheUnitedKingdom,Germany,Belgium,Netherlandsand These concessionsrelatetoschools,policestations,hospitals,sportscomplexes,apenitentiaryinstitutionand Accommodation Government grants
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2010 173 Events after balance sheet date sheet after balance Events Research and development and Research 41. balance sheet date. There are no events after 40. are included in the cost of projects. Other costs, which predominantly relate to projects, Research and development million (2009: approximately €1 million), are costs, in the amount of approximately €1 research and development income statement. recognised directly in the 174 2010 11 10 9 8 7 6 5 4 3 2 Total equityandliabilities Current liabilities Other currentliabilities Borrowings Non-current liabilities Borrowings Provisions Employee benefitobligations Shareholders’ equity Net resultfortheyear Other reserves Other legalreserves Exchange ratedifferences/hedgingreserve Reserve pursuanttoArticlesofAssociation Share premiumreserve Issued andpaidupcapital Total assets Current assets Cash andcashequivalents Receivables Non-current assets Deferred taxes Financial assets Intangible assets Tangible assets Net resultfortheyear Other incomeandexpenseaftertax Result ofparticipatinginterestsaftertax (before profitappropriation,x€1,000) Company balance sheet as at 31 December (x €1,000) Company income statement
2,880,818 1,207,784 1,205,049 1,099,941 2,880,818 2,656,720 2,102,911 (196,916) 569,197 569,197 477,880 686,242 224,098 208,158 461,765 (18,525) 15,326 94,185 23,177 15,940 68,559 23,485 15,326 33,851 2,735 3,896 3,896 2010 2010 47
2,672,517 1,227,819 1,197,359 2,672,517 2,560,884 2,016,244 (181,396) 561,407 561,407 875,042 479,730 455,812 111,633 455,114 (38,855) 30,460 31,268 76,061 13,520 84,321 27,312 66,366 23,160 31,268 70,123 8,249 8,249 2009 2009 47
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2010 175 Notes to the company financial statements financial company the to Notes Financial assets General Summary of significant accounting policies accounting Summarysignificant of Associates: recognition of losses investment (including If the share in losses, attributable to Royal BAM Group nv, exceeds the carrying amount of the unless the Group separately presented goodwill and other unsecured receivables), further losses will not be recognised, In that case, the excess has provided securities to the associate, committed to liabilities or paid on behalf of the associate. will be provided for. Associates with significant influence Group nv has significant influence but no control, generally accompanied Associates are all entities over which Royal BAM voting shares and taking into account the potential voting rights which by the possession of more than one fifth of the are exercisable at the balance sheet date. method. Investments in Investments in associates are initially recognised at cost and subsequently based on the equity Royal BAM Group nv associates include goodwill (net of any accumulated impairment losses) identified on acquisition. amount of the recognises its part of the associates’ changes in reserves and attributable results in the carrying participating interest. statement. The Royal BAM The Royal BAM Group’s share in the participating interest’s results is recognised in the income recognised in the Royal BAM Group’s share in the participating interest’s changes in reserves after the acquisition date is amount of the Group’s reserves. The Royal BAM Group nv does not recognise any losses exceeding the carrying investment (including other unsecured receivables), unless it has an obligation to do so. influence, until the date on Associates are recognised from the date on which the Royal BAM Group nv obtains significant which that significant influence ceases to exist. 1.2 Subsidiaries BAM Group nv has directly or indirectly the power to control financial Subsidiaries include all entities over which Royal for based on the equity method. The equity value is measured by and operational policies. Subsidiaries are accounted determination of results based on the accounting policies of the valuation of assets, provisions and liabilities and consolidated financial statements. 1.1 are and statements financial consolidated the in included are nv Group BAM Royal of statements financial company The these preparing In Code. Civil Netherlands the of 2, Book 9, Part of requirements legal the with accordance in prepared company the which under applied, is Code Civil the of 8, subsection 2:362 Article of provision the statements, financial financial consolidated the in adopted as policies accounting with accordance in prepared be may statements financial statements. company the to regard with used been has Code Civil Netherlands the of 2 Book 402 Article in down laid exemption The nv. Group BAM Royal of statement income BAM Royal of statements financial consolidated the of those are policies applicable the mentioned, are policies other no If appropriate an for consulted be should nv Group BAM Royal of statements financial consolidated The nv. Group statements. financial company the of interpretation Standards Reporting Financial International with accordance in prepared are statements financial consolidated Group’s The Union. European the by endorsed as (IFRS) 1. 1. 176 2010 associates asrequiredbylaw.Nodistributiontoshareholderscouldbemadeagainstthisreserve. These includereservesforfairvalueadjustmentsfromdeferredresultregardingcashflowhedgesand reserves legal Other component. price, tobepresentedasaliabilitythereservepursuantArticlesofAssociationisonlyrecognisedforthisequity statements, theconvertiblecumulativefinancingpreferencesharesarepresentedasaliability.Exceptforoption financing preferenceshares.Asaconsequenceofthepoliciesappliedinaccordancewithconsolidatedfinancial Pursuant toArticlesofAssociation,RoyalBAMGroupnvhasformareservefortheoutstandingconvertiblecumulative Association of Articles to pursuant Reserves 1.3 Shareholders’ equity
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2010 177 (2) (46) 325 (962) Total 1,612 3,247 (9,326) (2,528) (2,920) 33,448 24,122 35,753 23,160 37,035 23,485 (12,593) (13,550)
(2) (46) 157 6,022 3,409 1,612 8,327 3,566 3,135 1,597 Other 5,163 assets (2,613) (1,409) (4,761) (1,536) (6,272) 11,435 tangible
- - - 112 (6,713) (1,119) (1,119) (7,832) (1,384) (1,272) (7,278) 27,426 20,713 27,426 19,594 25,600 18,322 Land and buildings
Tangible assets Tangible At 1 January 2009 Cost and impairments Accumulated depreciation Net book amount Movements in book value Additions Disposals Depreciation charge Net movements At 31 December 2009 Cost Accumulated depreciation and impairments Net book amount Movements in book value Additions Disposals Depreciation charge Net movements At 31 December 2010 Cost Accumulated depreciation and impairments Net book amount 2. 178 2010 3. impairment test, this goodwill is allocated to the relevant cash flow generating units. generating flow cash relevant the to allocated is goodwill this test, impairment annual the For associates. and subsidiaries acquired directly on goodwill represents above shown goodwill The Net bookamount Accumulated amortisationandimpairments Cost At 31December2010 Net movements Currency exchangedifferences Movements inbookvalue Net bookamount Accumulated amortisationandimpairments Cost At 31December2009 Net movements Currency exchangedifferences Movements inbookvalue Net bookamount Accumulated amortisationandimpairments Cost At 1January2009 Intangible assets
Goodwill 461,765 467,065 455,114 460,414 445,092 450,392 10,022 10,022 (5,300) (5,300) (5,300) 6,651 6,651
461,765 467,065 455,114 460,414 445,092 450,392 10,022 10,022 (5,300) (5,300) (5,300) 6,651 6,651 Total
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2010 179 218 Total 2009 7,127 1,000 7,018 (3,169) 66,366 66,366 54,842 25,829 33,179 33,851 25,355 96,687 16,584 (38,855) (56,374) (37,672) 452,134 (235,561) 2,016,244 2,102,911 1,720,718
------84 (84) 125 125 2010 68,559 68,559 receivable Other loans and amounts
------843 218 1,111 Other 27,323 30,301 (19,034) (12,295) 172,088 191,423 interests 162,956 participating
------from 96,562 687,786 452,218 1,140,004 1,236,566 subsidiaries Receivables
- - - 7,127 3,550 1,000 7,018 (3,169) 24,986 33,179 25,355 15,473 54,842 (44,079) (37,672) (66,178) 704,152 869,892 674,797 Shares in (216,527) subsidiaries
Deferred taxes Deferred Financial assets Financial Deferred taxes Included in the deferred taxes are the deferred tax receivable due to the liquidation of old property development Included in the deferred taxes are the deferred tax receivable due to the liquidation of old property the consolidated financial activities in Germany (€80 million) and some deferred tax liabilities. Please refer to Note 23 of statements. 5. The increase in long-term receivables from subsidiaries in 2009 is mainly due to the refinancing of the Terra Amstel and The increase in long-term receivables from subsidiaries financial statements. AM loans. Please refer to Note 19 of the consolidated a breakdown of the No provisions are deemed necessary for the amounts receivable on the balance sheet date. For principal subsidiaries and associates, please refer to Other information. At 1 January 2009 Net result for the year Dividend received Adjustments in group structure Acquisition of subsidiaries Capital contributions Loans granted / repayments Exchange rate differences Movement hedge reserve At 31 December 2009 Net result for the year Dividend received Investments Adjustments in group structure Acquisition of subsidiaries Capital contributions Loans granted / repayments Exchange rate differences Movement hedge reserve At 31 December 2010 4. 180 2010 The maturity of the receivables is less than one year. one than less is receivables the of maturity The income accrued and prepayments receivable, amounts Other Taxation andsocialsecuritycontributions interests participating from due Amounts subsidiaries from due Amounts In 2009,theincreaseconsistedof conversionof3,846convertiblefinancingpreferencesharesintoordinary shares. 135,196,679). Theincreaseconsists entirelyoftheissue96,569,057sharesfollowingrights on18June2010. The totalnumberofissuedordinary sharesincreasedby96,569,057in2010(2009:3,846)to231,765,736 (2009: At 31December2010 Issue ofordinaryshares At 31December2009 Conversion ofpreferenceshares At 1January2009 The movementofthenumberissuedandfullypaid-upsharesisasfollows: 473,275 (2009:473,275)non-convertiblefinancingpreferenceshares,allwithaparvalueof€0.10pershare. 231,765,736 (2009:135,196,679)ordinaryshares,346,276346,276)convertiblefinancingpreferencesharesand At year-end2010,thenumberofissuedandfullypaid-upshareswas232,585,287(2009:136,016,230)dividedinto per share).Allissuedshareshavebeenfullypaidup. hundred millionpreferenceshares(2009:threemillion),allwithanominalvalueof€0.10pershare 2010, theauthorisedcapitalofGroupwasfourhundredmillionordinaryshares(2009:twomillion)andsix By floating96,569,057sharesintherightsissue,authorisedcapitalincreased,pursuanttoArticle36.1.Atyear-end 8. disposal. free at is Cash bank at Cash 7. 6. Shareholders’ equity Cash and cashequivalents Receivables
231,765,736 135,196,679 135,192,833 96,569,057 Ordinary shares 3,846
Convertible preference 346,276 346,276 350,122 (3,846) shares -
convertible preference 208,158 208,158 473,275 473,275 473,275 15,940 12,512 shares 2,928 2010 2010 Non- 500 - - -
232,585,287 136,016,230 136,016,230 96,569,057 84,321 84,321 27,312 12,347 8,278 6,566 2009 2009 Total 121 -
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2010 181
- - - 19 Total (1,474) 31,268 28,239 35,713 15,326 23,238 (67,598) (13,520) (38,758) 847,401 875,042 240,087 1,099,941
------year Result for the 31,268 31,268 15,326 15,326 (31,268) 161,873 (161,873)
------2 Other (8,289) 31,268 reserves (67,598) (13,520) (19,598) 393,472 161,873 479,730 477,880
------legal Other 8,289 67,772 76,061 18,124 94,185 reserves
------reserve 28,239 35,713 23,238 hedging (38,758) Exchange (181,396) (245,348) (196,916) differences/
------to 47 47 47 articles Reserve persuant
------17 Share reserve premium 455,795 455,812 230,430 686,242
------9,657 capital paid up 13,520 13,520 23,177 Issued and
The specification of movement in shareholders’ equity is stated below: The exchange differences reserve amounts to €88.0 million negative (2009: €111.2 million negative) and the hedging The exchange differences reserve amounts to €70.2 million negative). reserve amounts to €109.0 million negative (2009: restriction of other reserves, The restriction in distributable reserves amounts to €94.2 million (2009: €76.1 million). The due to a negative exchange difference reserve, amounts to €196.9 million (2009: €181.4 million). €0.03 in cash The company proposes to declare a dividend for the financial year 2010 at, at the option of shareholders, the company will calculate (2009: €0.10) 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 The dividend proposal has the dividend in cash by approximately 5 percent. This involves a sum of maximum €7.0 million. not been incorporated in the financial statements. date will entitle the Conversion of convertible cumulative financing preference shares in 2011 before the ‘ex-dividend’ the dividend on the new holders of ordinary shares to ordinary dividend in respect of 2010. For these shareholders, the proposed dividend cumulative financing preference shares will not be paid. This may give rise to differences between distributions and the final dividend payments. Net result for the year Appropriation of the result of the preceding year Issue of ordinary shares Dividend paid Movement in fair value cashflow hedges Exchange rate differences Other movements At 31 December 2010 At 1 January 2009 Net result for the year of the Appropriation of the result preceding year Preference shares conversion Dividend paid Movement in fair value cashflow hedges Exchange rate differences Other movements At 31 December 2009 182 2010 €0.03 million(€0.38346pershare)andshare),respectively. The cashdividendspaidtoholdersofnon-convertiblecumulativefinancingpreferencesharesin2010and2009were million (€0.37086pershare)and€0.13share),respectively. The cashdividendspaidtoholdersofconvertiblecumulativefinancingpreferencesharesin2010and2009were€0.13 million (€0.50pershare),respectively. The cashdividendspaidtoholdersofordinarysharesin2010and2009were€13.5million(€0.10pershare)€67.6 appropriation Result 9. 11. 10. Other liabilities Taxation andsocialsecuritycontributions Amounts duetosubsidiaries Other loans Bank facility Financial leaseliabilities Preference shares Subordinated loans Bank overdrafts For moreinformationonnon-currentliabilities,pleaserefertotheNote19ofconsolidatedfinancialstatements. Other loans Bank facility Financial leaseliabilities Preference shares Subordinated loans Employee benefitobligations Provisions Current liabilities Non-current liabilities
1,207,784 1,158,279 569,197 358,120 199,950 34,987 11,783 (3,759) 1,834 7,886 1,407 3,896 3,896 5,880 2010 2010 2010 (100) 400 314 -
1,227,819 1,161,751 561,407 360,000 200,000 34,960 10,274 19,872 1,407 8,249 8,249 2009 2009 2009 648 314 - - - - -
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2010 183 Executive Board: N.J. de Vries J.A.P. van Oosten M.J. Rogers J. Ruis R.P. van Wingerden Executive Board and Supervisory and Board membersExecutive Board Contingencies Employees Bunnik, the Netherlands, 2 March 2011 Supervisory Board: W.K. Wiechers A. Baar J.A. Dekker H. Scheffers W. van Vonno 14. Third-party liability the debts of Netherlands-based subsidiaries arising from legislation in The Company has a joint and several liability for Code. Please refer to the Notes to the consolidated balance sheet. Section 403 of Book 2 of the Netherlands Civil mainly to clients commissioning projects, instead of bank guarantees. As The Company has issued corporate guarantees, million (year-end 2009: €389 million). at year-end 2010, this involves an amount of €576 fiscal entities for corporation tax and VAT, and is jointly and severally The Company is the parent company of the Dutch liable for the tax liabilities of these fiscal entities. 13. For a specification of the remuneration of Executive Board and Supervisory Board members, please refer to Note 36 to the consolidated financial statements. 12. During the year 2010, Royal BAM Group nv had 225 (2009: 191) employees on average. 184 2010 not beenincorporatedinthefinancialstatements. the dividendincashbyapproximately5percent.Thisinvolvesasumofmaximum€7million.Theproposalhas the numberofdividendrightsrequiredtoobtainonenewshareinsuchamannerthatshareswillexceed (2009: €0.10)perordinaryshareoradividendinshares.Incaseofshares,thecompanywillcalculate The companyproposestodeclareadividendforthefinancialyear2010at,atoptionofshareholders,€0.03incash shares F(7.95percentperannum),andto€0.33180(7.90annum)fornon-convertibleshares,respectively. With effectfrom2011thedividendonfinancingpreferenceshareswillamountto€0.33390forconvertible per non-convertiblefinancingpreferenceshare.Intotal,thisinvolvesasumofapproximately€0.16million. convertible preferenceshares.Thisisequivalentto€0.37086perfinancingshareand€0.38346 yield of8.83percentperannumfortheconvertiblepreferencesharesand9.13non- to awardtheholdersofcumulativefinancingpreferencesharesadividendinrespectfinancialyearonbasis Pursuant totheprovisionsofArticlesAssociationconcerningprofitappropriation,ExecutiveBoardhasdecided The netresultfor2010,inthesumof€15.3million,hasbeenaccountedshareholders’equity. Proposed appropriationofprofitfor2010 The abovepercentages maybeincreasedorreduced byanamountofnomorethanthree hundredbasispoints. which thedistribution ismade,plustwopercentage points. 12 months –weightedaccordingto thenumberofdaysforwhichtheseratesprevailed–duringfinancial yearfor The dividendpercentagewillbeequal totheaverageofEURIBORratesformoneymarketloanswith amaturityof FP5-FP8: Series series concerned,aspublishedinthe OfficialPriceListofEuronextAmsterdam,plustwopercentagepoints. loans issuedbytheKingdomofNetherlandswitharemainingterm matchingascloselypossiblethetermof The dividendpercentagewillbecalculatedbytakingthearithmeticmean oftheyieldtomaturityoneurogovernment FP1-FP4: Series series offinancingpreferencesharesreferredtobelowinthemanner setforthfortheseriesconcerned. calculation ofthedividendpercentageforfinancingpreferenceshares ofacertainserieswillbemadeforeachthe premium reserveand/ortherepaymentwithrespecttoamountreferred tointheprecedingsentence.The be reducedprorataovertheperiodconcernedaccordingtoamount ofthedistributionchargedtoshare series andsub-seriesconcerned,orpartialrepaymenthasbeenmade onsuchshares,theamountofdistributionwill year andchargedtothesharepremiumreserveformedattimeof issueofthefinancingpreferenceshares If andtotheextentthatadistributionhasbeenmadeonfinancingpreferencesharesconcernedincourseof of thefinancingpreferencesharesthatseriesandsub-seriespriortofinancialyear. out oneachfinancingpreferenceshareconcernedandchargedtothepremiumreserveformedattimeofissue concerned atthetimeofinitialissuefinancingpreferencesharesthatseriesandsub-series,lessamountpaid year, plustheamountofsharepremiumpaidinonfinancingpreferenceissuedseriesandsub-series applying apercentagetothenominalamountoffinancingpreferenceshareconcernedatstartthatfinancial subseries, withdueconsiderationofthefollowingprovisionsthisparagraph,equaltoanamountcalculatedby Subsequently, ifpossible,adividendwillbedistributedoneachfinancingpreferenceshareofcertainseriesand European CentralBank. made plusonepercentagepoint.EURIBORreferstotheEuroInterbankOfferedRateasdeterminedandpublishedby according tothenumberofdaysforwhichtheseratesprevailed–duringfinancialyeardistributionis equal totheaverageofEURIBORratesformoneymarketloanswithamaturitytwelvemonths–weighted shares asatthestartoffinancialyearforwhichdistributionismade.Thepercentagereferredtoabovewillbe preference shares,calculatedbyapplyingthepercentagestatedbelowtoamountmandatorilypaiduponthose From theprofitrealisedinanyfinancialyear,anamountwillfirstbedistributed,wherepossible,onclassBcumulative Association) of Articles the of 32 Article of (Summary Provisions oftheArticlesAssociationconcerningprofitappropriation Other information
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 185 (A) (B) (B) Anti-takeover measures an any undesired developments that might have the following measures to protect itself against The Company has taken continuity and/or identity of the Group. impact on the independence, held on 12 June 1972, the Articles of Association passed by the General Meeting of Shareholders Pursuant to a resolution In connection with this, Stichting Aandelenbeheer BAM Groep include the possibility of issuing preference shares. in 1978. (hereafter referred to as the Foundation) was founded interests of the Company and the companies that are held by the The object of the Foundation is to look after the with the Company. Specifically, the Foundation seeks to ensure that Company and the Group of companies associated and all their stakeholders are safeguarded as well as possible and the interests of the Company and of those companies and/or continuity and/or identity of the Company and those that influences which could undermine the independence averted to the best of the Foundation’s ability. companies in conflict with those interests are partly by acquiring, through the option referred to above or otherwise, The Foundation attempts to achieve its object in the Company’s capital, by exercising the rights connected with those and holding class B cumulative preference shares to it. shares and/or by using the enquiry rights available held on 4 June 1992, and considered at the General Meeting of As announced at the General Meeting of Shareholders the Foundation an option to acquire class B cumulative preference Shareholders on 8 June 1993, the Company granted This option was granted up to such an amount as the Foundation might shares in the Company’s capital on 17 May 1993. that would result in the total nominal amount of the class B require, subject to a maximum of a nominal amount held by the Company equalling ninety-nine point nine percent (99.9 cumulative preference shares in issue and not share capital in the form of shares other than class B cumulative preference percent) of the nominal amount of the issued of exercising the right referred to above. The Executive Committee of shares and not held by the Company at the time whether or not to exercise this right to acquire class B cumulative the Foundation has the exclusive right to determine preference shares. Article 2:346 sub c of the On 6 October 2008, the Company granted the Foundation the right to submit a petition under (right of enquiry). Netherlands Civil Code to the Enterprise Chamber as specified in Article 2:345 of the Civil Code and two category B The Foundation’s Executive Committee consists of three members, namely one category A director approval by the Supervisory directors. The category A director is appointed by the Company’s Executive Board, subject to Board of the Company or any Board. The category A director may not be a member of the Executive Board or Supervisory of its subsidiaries. the approval of the The category B directors are appointed by the Foundation’s Executive Committee, subject to A category B director may Executive Board, for which the latter for its part requires the approval of the Supervisory Board. General Regulations not be affiliated to the Company as referred to in the, meanwhile expired Appendix X to the Amsterdam Stock Market, Rulebook II. The current composition of the Executive Committee is: J. Kleiterp, chairman R. de Jong R. Pieterse The Chairman of the Executive Committee receives an annual fee of €6,000.- from the Foundation. The remaining members of the Foundation’s Executive Committee each receive an annual fee of €5,000.-. The Supervisory Board shall determine, on the basis of a proposal by the Executive Board, what part of the profit shall determine, on the basis of a proposal by the The Supervisory Board be added to reserves. The part of the profit that of the provisions referred to above should remaining after application at the disposal of the General Meeting of of the provisions referred to above shall be remains after application be distributed on the preference shares. the provision that no further dividends may Shareholders, subject to 186 2010 and/or identityoftheGroup. of theCompanyandallstakeholdersinGroup,asbeingpotentiallydamagingtoindependence,continuity against influencesthatmightberegardedbytheSupervisoryBoardandExecutiveBoard,afterbalancinginterests companies, toresolvetakemeasuresotherthantheissueofclassBpreferencesharesinorderprotectCompany The SupervisoryBoardandtheExecutivereserveright,ininterestsofCompanyitsassociated No classBcumulativepreferenceshareshavebeenissuedatthistime. Mr PietersewasmemberofthecommitteeresponsibleforfirstDutchcorporategovernancecodein2003. Administratiekantoor PreferenteAandelenOcé. Bescherming TNT,ChairmanoftheBoardStichtingPreferenteAandelenUSGPeopleandMember Uitgevende Ondernemingen(VEUO)andBoardMemberofEuropeanIssuers(EI),ChairmantheStichting Member oftheSupervisoryBoardandChairmanAuditCommitteeCSM,VerenigingEffecten SABMiller, ChairmanoftheSupervisoryBoardandMemberAuditCommitteeMercuriusGroupWormerveer, of WoltersKluwer.MrPieterseisChairmantheSupervisoryBoardKoninklijkeGrolschandNonExecutiveDirector Member oftheFoundation’sExecutiveCommitteesince2009.Dutchnational.FormerChairmanBoard R. Pieterse(1942) and MemberoftheSupervisoryBoardChairmanAuditCommitteeEnexis. European EnergyDerivatesExchange),ChairmanoftheSupervisoryBoardEAHHolding(Thialfspeedskatingstadium) Member oftheSupervisoryBoardandChairmanAuditCommitteeAPX-Endex(AmsterdamPowerExchange- Officer) Essent.MrDeJongisalsoaMemberoftheSupervisoryBoardandChairmanAuditCommitteeKEMA, Member oftheFoundation’sExecutiveCommitteesince2009.Dutchnational.MemberBoard(ChiefFinancial R. deJong(1948) Chairman oftheExecutiveBoardMeesPierson. Member oftheFoundation’sExecutiveCommitteesince2004andChairman2005.Dutchnational.Former J. Kleiterp(1933),chairman are: members Committee Executive the of particulars The
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac Independent auditor’s report
To the General Meeting of Shareholders of Royal BAM Group nv
Report on the financial statements opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the We have audited the accompanying financial statements appropriateness of accounting policies used and the 2010 of Royal BAM Group nv, Bunnik as set out on pages reasonableness of accounting estimates made by Executive 101 to 183. The financial statements include the Board, as well as evaluating the overall presentation of the consolidated financial statements and the company financial statements. financial statements. The consolidated financial statements comprise the consolidated balance sheet as at We believe that the audit evidence we have obtained is 31 December 2010, the consolidated income statement, sufficient and appropriate to provide a basis for our audit the consolidated comprehensive income statement, the opinion. consolidated statement of equity and the consolidated cash flow statement for the year then ended and the notes, Opinion with respect to the consolidated financial statements comprising a summary of significant accounting policies In our opinion, the consolidated financial statements give a and other explanatory information. The company financial true and fair view of the financial position of Royal BAM statements comprise the company balance sheet as at 31 Group nv as at 31 December 2010, and of its result and its December 2010, the company income statement for the cash flows for the year then ended in accordance with year then ended and the notes, comprising a summary of International Financial Reporting Standards as adopted by accounting policies and other explanatory information. the European Union and with Part 9 of Book 2 of the Dutch Civil Code. Executive Board’s responsibility The Executive Board is responsible for the preparation and Opinion with respect to the company financial statements fair presentation of these financial statements in In our opinion, the company financial statements give a accordance with International Financial Reporting true and fair view of the financial position of Royal BAM Standards as adopted by the European Union and with Part Group nv as at 31 December 2010, and of its result for the 9 of Book 2 of the Dutch Civil Code, and for the preparation year then ended in accordance with Part 9 of Book 2 of the 187 of the Executive Board report in accordance with Part 9 of Dutch Civil Code. 2010 Book 2 of the Dutch Civil Code. Furthermore, Executive Board is responsible for such internal control as it Report on other legal and regulatory determines is necessary to enable the preparation of the requirements financial statements that are free from material misstatement, whether due to fraud or error. Pursuant to the legal requirement under Section 2: 393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies Auditor’s responsibility to report as a result of our examination whether the Our responsibility is to express an opinion on these Executive Board report, to the extent we can assess, has financial statements based on our audit. We conducted our been prepared in accordance with Part 9 of Book 2 of this audit in accordance with Dutch law, including the Dutch Code, and whether the information as required under Standards on Auditing. This requires that we comply with Section 2: 392 sub 1 at b-h has been annexed. Further we ethical requirements and plan and perform the audit to report that the Executive Board report, to the extent we obtain reasonable assurance about whether the financial can assess, is consistent with the financial statements as statements are free from material misstatement. required by Section 2: 391 sub 4 of the Dutch Civil Code. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Amsterdam, 2 March 2011 financial statements. The procedures selected depend on PricewaterhouseCoopers Accountants N.V. 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 J. van Hees RA 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 expressing an WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac 188 2010 • Wayss & Freytag Ingenieurbau AG, Frankfurt am Main (Germany) Main am Frankfurt AG, Ingenieurbau Freytag & Wayss • (Ireland) Kildare Kill, Ltd, Contractors BAM • • BAM Deutschland AG, Stuttgart (Germany) Stuttgart AG, Deutschland BAM • • BAM International bv*, Gouda (Netherlands) Gouda bv*, International BAM • (Netherlands) Gouda bv*, Infraconsult BAM • (Netherlands) Utrecht bv*, Wegen BAM • • BAM Nuttall Ltd, Camberley, Surrey (United Kingdom) (United Surrey Camberley, Ltd, Nuttall BAM • (Belgium) Liège sa, Wallonie BAM • (Belgium) Brussels nv, Meyer CEI-De • (Belgium) Sint-Truiden nv, Betonac • (Netherlands) Breda bv*, Rail BAM • • Heilijgers bv*, Amersfoort (Netherlands) Amersfoort bv*, Heilijgers • (Netherlands) Bunnik bv*, Woningbouw BAM • (Netherlands) Bunnik bv*, Utiliteitsbouw BAM • • Bouwbedrijf H. Pennings en Zn. bv*, Rosmalen (Netherlands) Rosmalen bv*, Zn. en Pennings H. Bouwbedrijf • • BAM Construct UK Ltd, Hemel Hempstead (United Kingdom) (United Hempstead Hemel Ltd, UK Construct BAM • (Belgium) Wilrijk-Antwerp nv, Interbuild • (Netherlands) Lelystad bv*, Materieel BAM • * Utrecht. in Register Trade the of Office the at deposited been has Code Civil Netherlands the of 2, Book 414, and 379 Sections in to referred as associates of list A • • (Netherlands) Hilversum bv, Railpro • • Infraspeed (Holdings) bv, Haarlem (Netherlands) Haarlem bv, (Holdings) Infraspeed • • Van Oord nv, Rotterdam (Netherlands) Rotterdam nv, Oord Van • Associates (Netherlands) Hague The bv*, Tebodin • Consultancy andengineering (Netherlands) Bunnik bv*, Techniek BAM • Mechanical andelectricalcontracting (Netherlands) Bunnik bv, PPP BAM • Public-private partnerships (Netherlands) Culemborg bv*, Infratechniek BAM • (Netherlands) Gouda bv*, Civiel BAM • Civil engineering (Netherlands) Nieuwegein bv*, AM • Property Construction • Kaïros nv, Wilrijk-Antwerp (Belgium) Wilrijk-Antwerp nv, Kaïros • (Netherlands) Utrecht bv*, Vastgoed IPMMC • to Section 403, Part 9, Book 2 of the Netherlands Civil Code. Civil Netherlands the of 2 Book 9, Part 403, Section to pursuant liability several and joint of declaration a deposited has nv Group BAM Royal subsidiaries, these of respect In Rabo Invest nv, Wilrijk-Antwerp (Belgium) Wilrijk-Antwerp nv, Invest Rabo Justinvest nv, Wilrijk-Antwerp (Belgium) Wilrijk-Antwerp nv, Justinvest Overview ofOverview principal subsidiaries and associates
33.3 10.5 21.5 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 25 10 %
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 189 P.L.C.A. Koolen P. Bilek A.M. van der Velden S.C. Fox D.K. Belsham R. Treadgold G. Renshaw T.M. Cullinane B.G. Murphy L.F. Harmon S. Currle M. Blaschko G.K. Mazloumian M.R. Bellamy R. Fielder H. Duncan K. Meade J.F.M. Al J.A. Hazeleger R.A.C. van Zijl P.G.F. Staps W.R. Remmelts H.M.E. te Duits M. de Rooij H.G. Kuipers B. Schultze S.H. van Royen J.F.M. Prins W. Konings R.L.M. van Hulst J.P.G. Ramler M. Peeters L. Luyten G. Loix M. Peeters P. Depreter G. Loix Ph. Goblet V. Pissart S. Rizzo Wallonie, Civil engineering
Consultancy and engineering Worldwide Tebodin Consultants & Engineers, The Hague United Kingdom BAM Nuttall, Camberley Ireland BAM Contractors, Kill Germany Wayss & Freytag Ingenieurbau, Frankfurt am Main Worldwide BAM International, Gouda Public-private partnerships (PPP) BAM PPP, Bunnik, Glasgow Mechanical and electrical contracting Netherlands BAM Techniek, Bunnik Netherlands BAM Civiel, Gouda BAM Infratechniek, Culemborg BAM Rail, Breda BAM Wegen, Utrecht Belgium Betonac, Sint-Truiden CEI-De Meyer, Brussels BAM Chaudfontaine Group nv executive officers executive Group nv M. Hager P.M.L. Born N.J. de Vries, chairman J.L.M. Graafmans R. Vollebregt A. Bolks P. Esveld H. de Pater M. Verwoert F.P Trip L.J. Regterschot F. De Poorter A. Naujoks S. Currle A. Häberle M. Koch H.W.J. Bol J.J. Kempkens B.J. Wierenga M.J.S. Broos J.G. Nelis H.J.A. Oskamp F.J.H.M. van Vuuren W. Tahon G. Cash R. Bailey J.R. Burke M.J. Rogers J. Ruis, CFO R.P. van Wingerden T.P.L.M. van Beek, corporate social responsibility H. Bree, property investments P.F. Jaeger, legal affairs and Company Secretary A.J. Kroezen, finance P.J.J. Leliefeld, human resources G.J. Maas, strategy BAM Royal 2011) (as at 1 April Deutschland, Stuttgart IPMMC Vastgoed, Utrecht Belgium Kaïros, Wilrijk-Antwerp Netherlands AM, Nieuwegein Germany BAM Property Belgium Interbuild, Wilrijk-Antwerp United Kingdom BAM Construct UK, London BAM Woningbouw, Bunnik Heilijgers, Amersfoort Bouwbedrijf H. Pennings en Zn., Rosmalen Construction Netherlands BAM Utiliteitsbouw, Bunnik Royal BAM Group nv Royal BAM Bunnik (Netherlands)
190 2010 Current ratio - Capitalbaseas%oftotalassets - Equityattributabletoshareholdersas%oftotalassets Capital ratios: Net resultas%averageequity Net resultas%ofrevenue Result fromcontinuingoperationsbeforetaxand Result beforetaxandimpairmentsofgoodwill Result beforetax,impairmentsandfines Ratios (in%) Number offteatyear-end Average numberoffte Order book Total impairment Cash flowbeforedividend - Otherimpairments - Intangibleassets - Property,plantandequipment Depreciation/amortisation/impairment of: Net additionstoproperty,plantandequipment Capital base Convertible subordinatedloan Third-party shareholdersAM Preference shares Subordinated loans Equity attributabletoshareholders Dividend perordinaryshare(in€ ) Fully dilutedresultperordinaryshare(in€ ) 3 2 1 Earning perordinaryshare(in€ ) Net resultfromcontinuingoperationsbeforetax Result fromcontinuingoperationsbeforetax Operating resultfromcontinuingoperations Revenue fromcontinuingoperations Net resultattributabletoholdersofordinaryshares Net resultattributabletoshareholders Result beforetax Operating result Operating resultexcludingfines Revenue Subordinated loans including the current part. current the including loans Subordinated 2010. proposal Dividend restated. not are figures year previous capitalised; been has development property on interest 2003, from effect With impairment ofgoodwillas%revenue as %ofrevenue as %ofrevenue attributable toshareholders 4 5 5 3 3 7 2 (in € million,unlessotherwiseindicated) Ten year key figures 5 7
1,301.5 1,099.9 26,088 26,840 12,100 (30.3) (30.3) (30.3) 7,611 7,611 128.2 250.9 127.3 199.9 2010 1.23 18.2 15.4 10.9 97.3 68.5 0.03 0.08 0.08 15.3 26.0 15.3 15.3 26.0 IFRS 1.6 0.2 0.3 2.0 2.0 1.7 - - 1,076.7 27,212 28,464 11,100 2009 (52.8) (68.5) (52.8) (68.5) (68.5) 8,324 8,324 134.3 268.3 200.0 875.0 (0.2) (0.2) 1.21 15.8 12.9 92.7 51.3 93.0 83.3 0.10 0.18 0.18 31.3 31.3 31.3 IFRS 3.6 0.4 1.0 1.7 6 - - 1,098.2 29,050 28,544 13,100 2008 8,835 8,835 100.0 357.3 109.5 200.0 847.4 161.9 252.5 233.4 161.9 161.9 252.5 233.4 233.4 1.28 16.3 12.6 17.6 86.0 89.7 49.0 0.50 1.20 1.21 IFRS 1.8 4.0 4.0 4.0 1.8 - - 1,265.8 27,578 28,007 13,800 2007 8,539 8,954 200.0 993.5 268.3 341.8 327.2 349.0 349.0 428.1 340.7 340.7 131.7 450.3 (1.0) 49.0 23.3 0.90 2.60 2.80 93.6 1.28 18.1 14.2 41.4 IFRS 7.7 3.9 4.0 4.8 4.8 - - 939.8 30,338 28,330 13,100 8,646 8,150 137.0 137.0 228.4 255.2 262.6 230.9 119.2 150.0 692.6 124.8 209.8 237.2 2006 96.5 49.0 48.2 0.45 1.04 1.11 1.16 14.5 10.7 21.5 IFRS 1.0 3.4 1.6 2.6 2.6 2.7 - - WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac 790.4 27,190 26,914 10,400 7,425 7,425 153.3 153.3 229.9 235.3 235.3 259.9 101.0 155.1 581.7 153.3 229.9 235.3 2005 16.0 97.6 53.6 0.40 1.28 1.46 1.09 15.9 11.7 37.8 IFRS 1.0 8.0 2.1 3.1 3.1 3.3 - - WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac - WorldReginfo
2010 191 7 5 2 7 3 3 5 5 4 as % of revenue as % of revenue impairment of goodwill as % of revenue attributable to shareholders 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 impairment Order book Average number of fte Number of fte at year-end Ratios (in %) Result before tax, impairments and fines Result before tax and impairments of goodwill Result from continuing operations before tax and 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 Fully diluted result per ordinary share (in € ) Dividend per ordinary share (in € ) Equity attributable to shareholders Subordinated loans Preference shares Third-party shareholders AM Convertible subordinated loan 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 operations before tax Net result from continuing Earning per ordinary share (in € ) - - - - 4.6 2.2 2.2 2.2 1.4 60.3 60.3 60.6 39.4 39.4 60.3 60.6 39.4 0.78 0.66 0.31 34.0 38.5 21.2 33.6 77.7 34.0 14.6 22.6 1.15 131.2 2,916 2,916 4,543 2001 12,744 13,248 203.7 NL GAAP - - - - 8.7 2.2 2.2 2.2 1.3 75.7 75.7 70.2 46.7 45.9 75.7 70.2 46.7 0.87 0.74 0.31 30.5 33.2 54.3 43.5 98.8 29.2 10.5 12.1 0.77 404.1 3,579 3,579 2002 10,200 14,972 30,588 467.8 NL GAAP 1 - - - 2.9 2.3 1.9 1.9 0.7 56.0 38.2 56.0 0.52 0.45 0.31 17.4 86.0 35.4 13.2 14.1 18.7 0.92 172.6 145.2 112.6 145.2 112.6 441.1 125.9 134.1 225.4 7,770 7,770 9,100 2003 29,551 26,837 584.4 NL GAAP - - - - 4.0 2.9 2.3 2.3 1.4 9.2 2.7 IFRS 28.2 11.7 0.99 92.9 92.5 91.1 1.06 0.87 0.31 2004 201.6 232.7 192.7 172.3 106.4 192.7 172.3 106.4 435.1 121.3 8,900 7,493 7,493 26,801 26,651 556.4 - - 3.1 2.1 3.1 3.3 8.0 1.0 Including goodwill amortisation in the years from 1999 to 2003. In 2009 revenue, operating result and order book are adjusted due to IFRIC 12. 2009 adjusted for rights issue. The order book comprises both signed contracts and verbally agreed upon orders. IFRS 1.09 11.7 15.9 37.8 16.0 97.6 53.6 1.46 1.28 0.40 5 6 7 4 2005 259.9 101.0 581.7 155.1 153.3 235.3 229.9 235.3 235.3 229.9 153.3 153.3 7,425 7,425 27,190 26,914 10,400 790.4 192 2010 10.03.2011 This FSC Printed onRevive50:50/9Livesof BührmannUbbens,Zutphen,theNetherlands. SRWT, Studio Csany, Alix Thierart, John Verbruggen, Rik van den Wildenberg. Lisette van de Pavoordt, Photo-Daylight, Jane van Raaphorst, Jan Theun van Rees, Wolfgang Reiher, SOM-Assar, Rob Melchior, Tony G. Murray Photography, m;v ontwerper’s, Paul Hartmann AG, Heidenheim/Germany, Fotografie, Hardhat Photography, Femke van den Heuvel, Joop van Houdt, Pieter Kers, Lourdas Photography, Michael Boulogne, Dries van den Brande, Christian Bruch, Foto Combi De Bock, Mark van der Geest, Jo Goosens Aerophoto Eelde, Hans van Amerongen, Robert Bateman Photography, De Beeldredaktie, Bluepost Photography, Illustrations: RotoSmeets GrafiServices,Utrecht,theNetherlands Printing: Boulogne Jonkers,Zoetermeer,theNetherlands Layout: Acknowledgements the grossvalueinstockwillbeapproximatelyfivepercenthigherthancash. shares ofRoyalBAMGroupnvtradedonEuronextAmsterdamintheperiod11,12and13may2011suchawaythat Setting oftheexchangeratioforstockdividendwillbebasedonvolumeweightedaverageshareprice in thevenueKoepelzaalofRenaissanceAmsterdamHotel,Kattengat1,1012SZAmsterdam. The GeneralMeetingofShareholderswilltakeplaceonWednesday20April2011,startingat3p.m. 15 November2012 23 August2012 9 May2012 25 April2012 8 March2012 17 November2011 25 August2011 19 May2011 16 May2011 13 May2011 29 April2011 28 April2011 26 April2011 20 April2011 ® -certified paperismadefrom55percent recycledfibres. Publication ofthirdquarterresults Publication ofhalf-yearresults Publication offirstquarterresults General meetingofshareholders Publication ofannualresultsfor2011 Publication ofthirdquarterresults Publication ofhalf-yearresults Publication offirstquarterresults Declaration ofdividend End electionperioddividend;settingandpublicationexchangeratiostockdividend Start electionperioddividend Record datefordividendentitlement Ex-dividend listing General MeetingofShareholders Key financial dates
WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac Revenue Net result attributable to shareholders Year-end order book (in € million) (in € million) (in € million)
10,000 400 14,000
12,000 8,000 320 13,800 13,100 13,100 8,954 8,835 349.0 8.646 8,646 10,000 12,100 8,324 7.770 11,100 7,611 7.493 6,000 240 8,000 7,425
6,000 4,000 160 4,000 161.9
2,000 80 137.0 2,000 31.3 15.3 0 0 0 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10
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 2.40 0.80 0.90 1,302 1,266 1,000 2.60 1,098 1,100 1,077 994 1.80 0.60
800 940
875 Result before tax/revenues 2010 2009 847 600 by region
693 1.20 0.40 0.50 0.45
400 1.20 Netherlands 1.3% neg. 2010 0.60 1.04 United0.20 Kingdom 2.1% 2.6% 200 0.18 0.18 Belgium 3.8% 3.6%0.03 0 0.00 0.00 0.10 06 07 08 09 10 06 07 08 09 10 Ireland 06 07 08 09neg. 10* neg. Germany 2.3% 1.3% Equity Capital base *proposal Worldwide 7.3% 5.5%
Revenue by sector year-end 2010 Order book by sector year-end 2010 Result before tax/revenues 2010 2009 by sector
3%3% 4% 3% Construction 3.0% 2.2% 1% 10% Property neg. neg.
Civil engineering 2.8% 2.9% 35% 38% Public Private Partnerships 1.1% 4.4% 45% M & E contracting 2.7% 3.5% 41% Consultancy and engineering 6.5% 5.6% 7% 10%
Revenue by region year-end 2010 Result before tax/revenues 2010 2009 by region
4% Netherlands 1.3% neg. 9% United Kingdom 2.1% 2.6% 4% Belgium 3.8% 3.6% 11% 45% Ireland neg. neg.
Germany 2.3% 1.3%
27% Worldwide 7.3% 5.5%
Result before tax/revenues 2010 2009 by sector
Construction 3.0% 2.2%
Property neg. neg. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac Civil engineering 2.8% 2.9%
Public Private Partnerships 1.1% 4.4%
M & E contracting 2.7% 3.5%
Consultancy and engineering 6.5% 5.6% Annual Report 2010 Royal BAM Group nv
Royal BAM Group nv Runnenburg 9 3981 AZ Bunnik P.O. Box 20 3980 CA Bunnik The Netherlands
Telephone +31 (0)30 659 89 88 [email protected] www.bam.eu
Established at Bunnik. Trade Register Utrecht Number 30058019.
This is an English translation of the original Dutch-language report. Should different interpretations arise, the Dutch version prevails. WorldReginfo - 4b83c8fe-5b76-4a32-8811-2e14bb0ae7ac