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CFE Group Is Active P FINANCIAL REPORT MANAGEMENT REPORT OF THE BOARD OF DIRECTORS CONSOLIDATED FINANCIAL STATEMENTS STATUTORY FINANCIAL STATEMENTS Financial report 101 TABLE OF CONTENT MANAGEMENT REPORT OF THE BOARD OF DIRECTORS A. REPORT ON THE ACCOUNTS OF THE FINANCIAL YEAR P 104 1. Consolidated accounts p. 104 General summary p. 104 Revenue, results and order book by division p. 104 Significant economic data by division p. 107 Notes to the consolidated financial statements, cash flow and CAPEx tables p. 109 p. 110 2. Parent company financial statements 3. Capital remuneration p. 110 B. CORPORATE GOVERNANCE DECLARATION P 111 1. Corporate governance p. 111 2. Composition of the Board of Directors p. 111 2.1 Mandates and duties of Board members p. 112 2.2 Evaluation of the independence of Board directors p. 116 2.3 Legal situation of Board directors p. 116 2.4 Conflict of interest p. 116 2.4.1 Rules of conduct p. 116 2.4.2 Application of procedures p. 116 2.5 Assessment of the Board of Directors, its committees and members p. 117 2.5.1 Method of assessment p. 117 2.5.2 Assessment of performance in 2011 p. 117 3. Operation of the Board of Directors and its committees p. 118 3.1 The Board of Directors p. 118 3.2 The Remuneration and Nomination Committee p. 121 3.3 The Audit Committee p. 122 4. Shareholder base p. 123 4.1 Equity and shareholder base p. 123 4.2 Shares including special rights of control p. 123 4.3 Voting rights p. 123 4.4. Exercise of shareholder rights p. 124 5. Internal control p. 125 5A. Internal control and risk management p. 125 5A.1 Introduction p. 125 5A.1.1 Definition – frame of reference p. 125 5A.1.2 Scope of application of internal control p. 125 5A.2 Organisation of internal control p. 125 5A.2.1 Principles of action and behaviour p. 125 5A.2.2 Internal control players p. 126 5A.3 Identification of risk and risk management system p. 126 5A.4 Main internal control procedures p. 126 5A.4.1 Compliance with laws and regulations p. 126 5A.4.2 Application of the general directive p. 127 5A.4.3 Procedures relating to commitments – risk committees p. 127 5A.4.4 Procedures relating to monitoring of operations p. 128 5A.4.5 Procedures relating to the production and processing of accounting information p. 128 5A.5 Actions carried out to strengthen internal control and risk management p. 129 5B. Risk factors p. 130 5B.1 Risks common to the segments in which the CFE group is active p. 130 5B.1.1 Operational risks p. 130 5B.1.1.1 The act of construction p. 130 102 Financial report 5B.1.1.2 Real estate p. 130 5B.1.1.3 PPP-Concessions business p. 131 5B.1.1.4 Dredging p. 131 5B.1.2 The economic climate p. 132 5B.1.3 Management and workforce p. 132 5B.2 Market risks (interest rates, exchange rates, insolvency) p. 132 5B.2.1 Interest rates p. 132 5B.2.2 Exchange rates p. 132 5B.2.3 Credit p. 133 5B.2.4 Liquidity p. 133 5B.3 Raw material risks p. 133 5B.4 Dependence on customers/suppliers p. 133 5B.5 Environmental risks p. 134 5B.6 Legal risks p. 134 5B.7 Risks specific to the CFE group p. 134 5B.7.1 Special Purpose Companies p. 134 5B.7.2 Stake in DEME p. 134 6. Evaluation of measures taken by the Company in response to the p. 135 directive on insider trading and market manipulation 7. Transactions and other contractual relationships between the p. 135 Company, including related companies, and the Board directors and company directors 8. Assistance agreement p. 135 9. Corporate controls p. 135 C. REMUNERATION REPORT P 137 1.1 Remuneration of the Board and committee members p. 139 1.1.1 Directors' fees p. 139 1.1.2 Remuneration of Audit Committee members p. 140 1.1.3 Remuneration of Remuneration and Nomination Committee members p. 140 1.1.4 Remuneration of the managing director p. 140 1.2 Remuneration of senior management p. 142 1.2.1 CFE management p. 142 1.2.2 Level of remuneration p. 142 D. INSURANCE POLICY P 143 E. SPECIAL REPORTS P 143 F. TAKEOVER BID P 143 G. ACQUISITIONS P 143 H. CREATION OF BRANCHES P 143 I. POST-BALANCE SHEET EVENTS P 144 J. RESEARCH AND DEVELOPMENT P 144 K. OUTLOOK P 144 L. AUDIT COMMITTEE P 145 M. NOTICE OF THE ANNUAL GENERAL MEETING P 145 OF MAY 3, 2012 Financial report 103 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS A. REPORT ON THE ACCOUNTS OF THE FINANCIAL YEAR 1. CONSOLIDATED ACCOUNTS GENERAL SUMMARY The group’s consolidated revenue totalled €1,794 million in 2011, an amount slightly higher as in 2010 (€1,774 million). Operating profit from ordinary activities fell by 14% from €99.1 million in 2010 to €84.9 million in 2011. Net profit attributable to owners of the parent amounted to €59.1 million, compared with €63.3 million in 2010. The order backlog increased to €2,382 million at January 1, 2012 as opposed to €1,939 million at January 1, 2011. The order book has received a further substantial boost in early 2012 from major new contracts, in dredging and in construction activity. REVENUE, RESULTS AND ORDER BOOK BY DIVISION Construction division The construction division’s revenue rose slightly (1.4%) to €718 million, from €708 million in 2010. However, the breakdown of revenue changed substantially. Civil engineering revenue fell by -17%. In Belgium, boring of the Liefkenshoek railway tunnels in Antwerp was completed mid-year and in the Netherlands, the components of the Coentunnel being built in Amsterdam were successfully immersed in April and May. Civil engineering work on these two major projects is now progressing at a slower pace. The building business achieved strong revenue growth (+12%). Business levels in Belgium increased (+8%), with growth in Brabant and Flanders. International revenue also increased substantially (+79%), driven by contract wins in Chad. In Central Europe, revenue fell again (-18%). Operating profit came in down 50% at €5.1 million (€10.2 million in 2010). However, there was no across- the-board decline, and operating profit increased significantly at BAGECI (Wallonia), CLE (Luxembourg), CFE Nederland, Aannemingen Van Wellen and in the internal segment internationally. Nevertheless, profits were deferred and provisions set aside to reflect the risk that some statements of works would not be approved and the risk that some clients might become insolvent. These adjustments had an impact of around €9 million. Net profit of the group for the division amounted to €1.3 million versus €8.8 million in 2010. The order backlog grew strongly. It totalled €1,010 million at January 1, 2012 versus €826 million at January 1, 2011. Again, there were significant differencies between business areas. The civil engineering order backlog continued to fall, reflecting ongoing market pressure. The building order backlog increased in Benelux, where the group won major orders including the Up-Site apartment block in Brussels, the Light House office and residential complex in Brussels and a police station in Charleroi. The major export order book increased substantially after CFE won new orders in Chad, along with an order for an apartment block in Nigeria via a partnership. 104 Financial report Real estate development and management services division The real estate and associated services division performed well again. In Belgium, the residential business remained buoyant and commercialisation levels were firm. Several projects, including the «Midi-Suède» residential building and the «Les Hauts Prés» retirement home were completed. In the office segment, the «South Cristal» building in Brussels was sold in the first half of the year by a company in which CFE held a minority stake. BPI and CFE Immo won two tenders held by the city of Ostend for the development of 100,000m² of residential space. At the end of the year, through a partnership with a Brussels-based property developer, the two companies acquired the Solvay site in Ixelles, opening the way for a 50,000m² development consisting mainly of residential units. In Luxembourg, CLi continued to develop and commercialise the Green Hill project. Commercialisation efforts were successful. Operating profit for the division amounted to €9.4 million, higher than the 2010 figure of €7.2 million. Net profit of the group for the division was €6.3 million, compared with €3.5 million in 2010. Multitechnics division Revenue in the multitechnics division continued to grow, coming in up 18% at €176 million as opposed to €149 million in 2010. At constant scope, the increase was 12.6%. Almost all of the division’s companies saw growth. Operating profitincreased by more than 18% to €7.4 million in 2011, from €6.3 million in 2010. Growth was exclusively organic and particularly strong at Louis Stevens & Co, Nizet Entreprise et Druart, which recovered from problems experienced in the previous two years. Net profit of the group for the division totalled €3.9 million versus €3.7 million in 2010. The order backlog was substantial, amounting to €162 million at January 1, 2012, up 27% in comparison with €128 million at January 1, 2011. At constant scope, the increase was 14%. Growth was driven mainly by VMA, which achieved further international expansion through new contracts in Hungary and Turkey. The multitechnics division further bolstered its positions at the end of 2011 by acquiring a 100% stake in ETEC SA.
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