Annual Report in English - Consilium

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notes note 33 BusIness CoMBInAtIons Company acquisitions in 2010 Consilium Middle East Consilium acquired a further 9 percent of the shares in Consilium middle east during the year. Consilium now owns 70 percent of the shares in Consilium middle east. The purchase price amounted to seK 8.7 million in cash and an estimated seK 17.4 million for the additional purchase consideration. The additional purchase consideration has been measured at the acquisition date fair value and reported as a provision in the balance sheet. see also note 19. The transaction has been accounted for as a transaction with minority shareholders and the difference between the consideration transferred and the carrying amount of the non-controlling interest acquired, seK 22 million, has been recognised directly in equity. Storm & Co Skeppsradio AB Consilium acquired 100 percent of the shares in storm & Co skeppsradio AB during the year. storm & Co skeppsradio AB’s net sales for the full year amounted to seK 6.0 million. The purchase consideration, which was paid in cash, was seK 1.6 million. The net assets acquired, measured at fair value, were seK 0.4 million, mainly related to inventories of seK 0.1 million, receivables of seK 0.5 million, , non-current assets of seK 0.1 million, and liabilities of seK 0.3 million. The difference between the purchase consideration and the net assets acquired, seK 1.2 million, has been recognised as goodwill. Markground Industri AB Consilium acquired 100 percent of the shares in markground industri AB during the year. The purchase consideration, which was paid in cash, amounted to seK 0.8 million and the net assets acquired were seK 9.7 million, the majority of which, 9.5 million, consisted of deferred tax assets related to tax loss carryforwards. The difference between the purchase consideration and the net assets acquired is recognised as a tax asset. The Board and CEO confirm that the consolidated annual financial statements have been prepared in accordance with international financial reporting standards (IFRS), as adopted by the EU, and provide a true and fair view of the Group’s financial performance and position. The Parent Company’s annual financial statements have been prepared in accordance with generally accepted accounting principles in Sweden and provide 52 Stockholm, 27 April 2012 a true and fair view of the Company’s financial performance and position. The Board of Directors’ report for the Group and Parent Company provides a true and fair view of the development of their operations, financial position and performance, and describes material risks and uncertainties to which the Parent Company and its subsidiaries are exposed. Carl Rosenblad Ove Hansson Peter Carlberg Chairman of the Board CEO Board Member Fredrik Nygren Carl Adam Rosenblad Ann-Marie Åström Board Member Board Member Board Member Our audit report was submitted in Stockholm on 27 April 2012 Sten Håkansson Auditor Öhrlings PricewaterhouseCoopers AB note 34 events AFteR tHe RePoRtInG PeRIoD There were no significant events after the reporting date. note 35 The income statements and balance sheets for the parent Company and Group will be presented for adoption at the annual meeting on 22 may 2012.
AuDItoR’s RePoRt To the annual meeting of the shareholders of Consilium AB (publ), corporate identity number 556480-3327 report on the annual accounts and consolidated accounts We have audited the annual accounts and consolidated accounts of Consilium AB (publ), for the year 2011. The annual accounts and consolidated accounts of the company are included in the printed version of this document on pages 26-52. Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts and consolidated accounts in accordance with International Financial Reporting Standards , as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinions In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2011 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act, and the consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2011 and of their financial performance and AuDItoR’s RePoRt cash flows in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group. Report on other legal and regulatory requirements In addition to our audit of the annual accounts and consolidated accounts, we have examined the proposed appropriations of the company’s profit or loss and the administration of the Board of Directors and the Managing Director of Consilium AB (publ) for the year 2011. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act. Auditor’s responsibility Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company’s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden. As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss, we examined whether the proposal is in accordance with the Companies Act. As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinions We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year. Stockholm, 27 April 2012 Öhrlings PricewaterhouseCoopers AB Sten Håkansson Authorised Public Accountant 53
Page 1 and 2: Annual Report 2011
Page 3 and 4: tHe YeAR In BRIeF significant event
Page 5 and 6: Fire safety & Automation The busine
Page 7 and 8: Marine & Safety business area The c
Page 9 and 10: ConsIlIuM’s MARKet oRGAnIsAtIon C
Page 11 and 12: Marine & safety Consilium’s produ
Page 13 and 14: Consilium’s offering Consilium ha
Page 15 and 16: These and several other factors hav
Page 17 and 18: offer functions that control automa
Page 19 and 20: Consilium’s offering Consilium pr
Page 21 and 22: predicts that energy demand in Asia
Page 23 and 24: SEK 14.70. At the end of 2011, Cons
Page 25 and 26: KeY FIGuRes AnD DeFInItIons Key fig
Page 27 and 28: The total number of vessels and the
Page 29 and 30: ConsolIDAteD InCoMe stAteMent seK m
Page 31 and 32: ConsolIDAteD stAteMent oF CHAnGes I
Page 33 and 34: InCoMe stAteMent, PARent seK millio
Page 35 and 36: stAteMent oF CHAnGes In eQuItY, PAR
Page 37 and 38: ACCountInG PolICIes All amounts are
Page 39 and 40: Product development and research ex
Page 41 and 42: notes note 1 BusIness AReAs Busines
Page 43 and 44: note 2 sAlARIes, otHeR eMPloYee Ben
Page 45 and 46: note 9 PRoPeRtY, PlAnt & eQuIPMent
Page 47 and 48: not 13 FInAnCIAl RIsK MAnAGeMent, C
Page 49 and 50: note 19 PRovIsIons Group Provisions
Page 51: note 26 BoARD MeMBeRs AnD senIoR eX
Page 55 and 56: Board members - attendance, relatio
Page 57 and 58: stakeholder model Global supplier b
Page 59 and 60: AuDItoR’s RePoRt on tHe CoRPoRAte
Page 61 and 62: MAnAGeMent ove Hansson b. 1955. ll.
Page 63 and 64: ADDResses HeAD oFFICe Consilium AB

Annual Report in English - Consilium

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