Annual report 2012 - Peab

BOARD OF DIRECTORS’ REPORT
OTHER INFORMATION AND APPROPRIATION OF PROFITS
RESEARCH AND DEVELOPMENT
Peab’s R&D is an important part of our
day-to-day production, in part to be able to
offer our customers improved products and
services, and in part to boost Peab’s
competitiveness. The individual business
areas run their own R&D.
One of the development projects that
has been in progress awhile in business
area Construction is PGS (Peab General
System). PGS develops and supplies a
flexible system of pre-fab building components
that are assembled to make up a
complete apartment building. PGS entails
industrial building all the way from design to
final assembly. The first PGS concept buildings
were constructed in 2009 and today
PGS houses are constructed from southern
Sweden up to the Mälardalen region in the
middle of Sweden.
In certain cases business areas Industry
and Civil Engineering develop products
together. One example is the Vinnova
financed innovation project; “Sustainable
production of fine grained products from
rock”. The object of the project is to substitute
natural sand with industrially produced
fine grained products from rock. The project
is expected to be concluded in September
2014. Several innovation projects are also
run by the Swedish Construction Industry
Development Fund (SBUF), among them
non-destructive asphalt, cement and stabilized
soil testing.
IMPORTANT EVENTS IN 2012
Peab was divided into four business areas
on 1 January 2012; Construction, Civil Engineering,
Industry and Property Development.
In keeping with this, executive
management has been expanded to include
the managers of each business area.
Tina Hermansson Berg has been
appointed Head of Human Resources. She
took up her new position on 1 June 2012
and became a member of executive management.
Tina Hermansson Berg was previously
Executive Vice President of Human
Resources & Corporate Communication at
Mölnlycke Health Care AB.
Niclas Winkvist has been appointed
Head of Strategy and Business Support
and a member of executive management.
He will keep his responsibilities for M&A,
and he will also take on the overall responsibility
for the Group’s strategy work. Niclas
was previously CFO for Peab Industri.
Mats Johansson, Executive Vice
President responsible for Business Ethics
and Safety and Security, has left his position
in accordance with his pension agreement.
Responsibility for these issues has
been handed over to Head of HR Tina
Hermansson Berg.
Roger Linnér was appointed the new
Business Area Manager Civil Engineering
and he is a member of Peab’s executive
management as of 1 January 2013. Roger
succeeds Tore Nilsson as Peab’s Business
Area Manager Civil Engineering. Roger has
34 PEAB ANNUAL REPORT 2012
30 percent lower
CO 2 emissions with
low-temperated
asphalt
Over the last ten years Peab Asphalt has
worked intensively to develop asphalt with a
lower environmental impact and which is
energy efficient to manufacture. Achieving this
has made it possible to improve the quality of
the finished pavement, lower working temperatures
even more and increase recycling.
Lowering the paving temperature by around
30 degrees reduces energy consumption by
20 percent, CO 2 emissions by 30 percent and
flue gases and dust particles by all of 65
percent. This reduces the environmental
impact and improves the work environment for
our employees.
been working in Peab since 1996 primarily
in Civil Engineering.
Peab has redeemed its futures for the
purchase of 940,000 shares in Lemminkäinen
Oyj, which is equivalent to 4.78 percent
of the company’s shares and votes. This
means Peab directly owns 2,080,225
shares in Lemminkäinen Oyj, corresponding
to 10.59 percent of both shares and votes.
Peab has issued bonds amounting to
SEK 1,000 million in the MTN program,
which was established in February 2012.
The maturity of the bonds varies from 1.5
years up to a term of 4 years.
Peab has divested its holdings in
Brinova Fastigheter AB and Catena AB.
IMPORTANT EVENTS
AFTER YEAR-END
In March 2013 CEO and President Jan
Johansson chose to step down and Jesper
Göransson was appointed CEO and acting
President. The Board has initiated the
process of finding a new ordinary CEO.
In connection with the revision of the
Norwegian operations, and in order to
increase focus on improved profitability in
Business Area Construction, there has
been a division of responsibility. Deputy
CEO Tore Hallersbo is, as of 1 January
2013, responsible for the further development
of divisions Norway, Finland and Special
Projects. With its specialist expertise
Division Special Projects will support operations
in Norway throughout the entire production
process. As of 8 April 2013 Roger
Linnér is the operative manager for the
Swedish Construction divisions and business
area staff. As of March 2013 Jesper
Göransson is acting Business Area Construction
Manager.
Peab’s business areas Construction,
Civil Engineering and Industry are carrying
out several major projects for Northland
Resources connected to the iron ore mine
in Kaunisvaara outside Pajala. As a result
of the information released on 8 February
2013 by Northland Resources regarding
the business reconstruction, Peab has
declared that outstanding accounts receivable
to companies in the Northland group
amount in total to around SEK 160 million,
of which around SEK 70 million are
included in the reconstruction. No writedowns
are deemed necessary. During the
reconstruction period Peab will receive regular
payments for work performed. Peab
has a close dialogue with the company
regarding its financial development.
THE PEAB SHARE
At the end of the year Peab’s share capital
amounted to SEK 1,583,866,056 divided
among a total of 296,049,730 shares,
resulting in a nominal value of SEK 5.35
per share. Of the shares, 34,319,957 are
A shares with ten votes per share, and
261,729,773 are B shares with one vote
per share. All shares carry equal rights to
participation in the company’s assets,
profits and dividends. There are no
restrictions in the articles of association
concerning transferring shares or votes at
the AGM.
On 31 December 2012 there were
approximately 31,800 shareholders in
Peab. Mats Paulsson with companies represents
the largest single shareholder with
15.9 percent of the capital and 22.3 percent
of the votes. Erik Paulsson with family and
companies was previously the second
largest shareholder with 8.1 percent of the
capital and 22.2 percent of the votes.
During 2012 via his company Backahill Erik
Paulsson sold most of his shares in Peab.
All his A shares were sold to Sara Karlsson
and Svante Paulsson via companies and
the B shares have been purchased by,
among others, Mats Paulsson via companies.
The joint ownership related to the
company’s founders Mats and Erik Paulsson
with families and companies amounted
to 29 percent of the capital and 65 percent
of the votes at year-end.
The company has no knowledge of any
agreements between shareholders that can
result in restriction of the right to transfer
shares.
In 2007, Peab established a profit-
sharing foundation. In accordance with its
investment policy the assets of the foundation
must be placed mainly in Peab shares.
As of 31 December 2012 the foundation
owns 7,803,432 B shares in Peab.
The articles of association specify that
the Board members are elected at the
AGM. The articles of association do not
include any stipulation regarding the dismissal
of Board members or changes to the
articles of association.