BAM Abbreviated Annual Report 2011 - Siteseeing in the world of ...

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56 2011 Special control rights The shares into which the company’s equity is divided are not subject to any special control rights. 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 voting rights. 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 89, Book 2 of the Dutch Civil Code, have the rights accorded to holders of depositary receipts for shares issued with the company’s cooperation. Shareholders’ agreements The company is not aware of any agreements involving one of the company’s shareholders and which might provide reasons for (i) restricting the transfer of shares or of depositary receipts issued with the company’s cooperation, or (ii) restricting the voting rights. Appointment and dismissal of members of the Supervisory Board and members of the Executive Board The company is obliged by law to operate a mitigated two-tier structure. The General Meeting appoints the members of the Supervisory Board, based on a recommendation from the Supervisory Board. The General Meeting also appoints the members of the Executive Board, with the Supervisory Board having the right of recommendation. The section headed ‘Corporate governance’ on page 45 et seq. of the report by the Executive Board provides a more detailed explanation of the appointment and dismissal of members of the Supervisory Board and members of the Executive Board. Powers of the Executive Board The company is managed by an Executive Board. The Executive Board’s powers are those arising from legislation and regulations. A more detailed description of the Executive Board’s duties can be found on page 45 et seq. of the Executive Board’s report, in the section headed ‘Corporate governance’. The Executive Board was authorised by the General Meeting held on 20 April 2011 to issue ordinary shares and Class F preference shares and/or to grant options to purchase these shares, subject to approval from the Supervisory Board. This authorisation is limited in duration to eighteen months. It is also limited in scope to 10 percent of the issued capital, plus an additional 10 percent, which additional 10 percent may be used exclusively for mergers and acquisitions by the company or by operating companies. The General Meeting held on 20 April 2011 granted authority to the Executive Board for a period of eighteen months to repurchase shares in the company, within the limitations imposed by the Articles of Association. In principle, the General Meeting is asked to grant these authorisations every year. Resolutions to amend the Articles of Association, or to dissolve the company, may only be passed by the General Meeting on the basis of a proposal put forward by the Executive Board and approved by the Supervisory Board. Change-of-control provisions in important agreements The Group’s most important financial rules state that in the event of a change of control (including in the event that more than 50 percent of the shares in Royal BAM Group are deemed to be held by one party), the banks may terminate further financing and the Group can be obliged to repay outstanding loans under these arrangements and to extend the capital base provided for outstanding bank guarantees. A change-of-control clause is not unusual in important collaboration agreements over a longer period, where the parties include parts of the Group. Partly because of the total size of the Group, these clauses are not considered significant within the meaning of the Decree on Article 10 of the Takeover Directive. Change-of-control clauses in contracts of employment No agreement has been concluded with directors or employees of the company providing for a severance payment on termination of employment resulting from a public bid for the company.
N218 Hartel canal cycle bridge (600 metres), Spijkenisse, the Netherlands. BAM Civiel. Risk and risk management Construction inevitably involves risks. For Royal BAM Group these risks are not exceptionally high and they are no different in nature from those that are common to the industry. The Group applies a strict policy designed to identify the risks clearly and to control them as effectively as possible. This policy is explained in this section. Activity matrix The Group operates in an industry that follows the general economic trends – although often with a certain amount of delay. The resulting situation varies from sector to sector and country to country, depending on topics such as whether BAM works for public or private sector customers. Royal BAM Group decided to spread its activities across several sectors and geographical areas (in what it calls the ‘activity matrix’) partly in order to reduce the risk profile. The activity matrix is assessed on a regular basis and being amended if necessary. Project-based work Work in the construction industry is largely carried out in projects which vary in type, size, complexity, term and a number of other features. This results in a wide range of different risk profiles for individual projects. The industry as a whole exhibits a certain imbalance (‘asymmetry’) between risks and results. The upward potential of a profitable project is often more limited than the downward potential of a loss-making project. As a result, the Group needs to have a strong project organisation system that is close to the projects and operates in the markets concerned. This translates into a significant regional presence and a decisive role for project teams and project managers. Control framework Because of the project-based nature of the work, the Group has a decentralised structure in which operating companies work in specific sectors and geographical areas within the activity matrix and are close to the projects. The operating companies are run by management teams that report to the Executive Board. Both the management teams and the Group’s Executive Board are supported by staff departments with functional relationships in between. 57 2011
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2011 Abbreviated Annual Report
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Key figures (in €million, unless
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Foreword Royal BAM Group nv hereby
Page 7 and 8: Outlook Royal BAM Group started 201
Page 9 and 10: Construction and mechanical and ele
Page 11 and 12: Better results are generally accomp
Page 13 and 14: 2. Optimum exploitation of strength
Page 15 and 16: 24 22 20 18 16 14 12 10 8 6 4 2 0 S
Page 17 and 18: Dividend policy Dividend policy and
Page 19 and 20: Report by the Supervisory Board to
Page 21 and 22: Fotobijschrift: 19 2011
Page 23 and 24: eported in each case on the state o
Page 25 and 26: Multipurpose complex for care and s
Page 27 and 28: and reported to the Supervisory Boa
Page 29 and 30: 27 2011
Page 31 and 32: to the financial objectives (maximu
Page 33 and 34: The variable remuneration actually
Page 35 and 36: The graduated scale shown below app
Page 37 and 38: The company has no other remunerati
Page 39 and 40: C.M.C. Mahieu (1959) Ms Mahieu grad
Page 41 and 42: Financial results Report by the Exe
Page 43 and 44: Result per ordinary share The numbe
Page 45 and 46: Oman Botanical Garden, Muscat. BAM
Page 47 and 48: of €16 million and a super divide
Page 49 and 50: financial year and the subsequent f
Page 51 and 52: manner with regard to the other mem
Page 53 and 54: Sporen in Arnhem: modernisation and
Page 55 and 56: Approximately 130 metres-high ‘De
Page 57: Netherlands with a remaining term m
Page 61 and 62: On the one hand, the operating comp
Page 63 and 64: ensure that it consistently and eff
Page 65 and 66: carrying out this project but was n
Page 67 and 68: Corporate Social Responsibility Pol
Page 69 and 70: Green walls and roofs of the BSH In
Page 71 and 72: Worker participation European Works
Page 73 and 74: y 7.7 percent in 2012. On the other
Page 75 and 76: Royal BAM Group is active in the co
Page 77 and 78: 18 homes in the Elzenhagen neighbou
Page 79 and 80: The company continued to perform st
Page 81 and 82: Four school buildings for Alfons Ke
Page 83 and 84: Royal BAM Group operates in the Dut
Page 85 and 86: Underground high-voltage link for t
Page 87 and 88: Design of quay wall and mooring jet
Page 89 and 90: Renovation and expansion of Tottenh
Page 91 and 92: Silberberg Railway Tunnel (7.4 kilo
Page 93 and 94: Laela-Sumbawanga road improvement p
Page 95 and 96: The Dutch property activities recor
Page 97 and 98: Redevelopment of a former domestic
Page 99 and 100: 97 2011
Page 101 and 102: BAM PPP is responsible for Royal BA
Page 103 and 104: Tebodin Consultants & Engineers is
Page 105 and 106: Financial statements 2011 104 Conso
Page 107 and 108: Consolidated income statement (x
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Consolidated statement of equity (x
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Company balance sheet at 31 Decembe
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The Supervisory Board shall determi
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113 2011
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Royal BAM Group nv Royal BAM Group
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2006 2005 2004 2003 1 2002 IFRS IFR
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119 2011
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Royal BAM Group nv Runnenburg 9 398
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