Annual Report • Apr 28, 2011
Annual Report
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| chapters | inde. | |
|---|---|---|
| 1 | Message to the shareholders | E1 |
| 2 | Management | K*J |
| 3 | Corporate profile of Brunei International | • • • |
| 4 | Financial Highlights | |
| 5 | Report from the Supervisory Board | |
| 6 | Corporate Governance | • e B |
| 7 | Risks, Risk Management and Control Systems | KF^ I |
| 8 | Brunei's Vision, Objectives and Strategy | ^ u I t 1 |
| 9 | Report from the Board of Directors | Wt Ï |
| 10 General Shareholder Information | R b H |
|
| 11 Annual Accounts 2010 | R 7 l |
|
| 12 Additional Information | Wm.*M | |
| 13 Independent Auditor's report | ||
| 14 Group Financial Record | ||
| 15 Addresses | • r^^B | |
1
Brunei International N.V.'s Board of Directors sees 2010 as an important year in which the company's foundations were decidedly strengthened.
Turnover was slightly under pressure and decreased in 2010 by 2% versus the preceding year. Eamings before interest and taxes (Ebit) were down by 17%. The relatively large decline in profitability is a direct result of a wide range of investments made in the size and quality of the commercial organisation. This countercyclic investment means Brunei is ready to reap the maximum benefit from economic recovery. The excellent fourth quarter of 2010 underlines the correctness of the strategy pursued and is also a cautious indication that a better economic climate is indeed emerging.
Market conditions improved in Westem Europe during 2010. The fuming point in Germany was in the second quarter with both turnover and profits up throughout the year. The tumaround in the Netherlands came at the end of the third quarter. This late recovery, combined with a change in the turnover mix, resulted in a small decrease in turnover versus 2009.
Tumover in worldwide energy activities was lower in the year under review. However, the start of two major projects in the fourth quarter, on top of current business, is leading to a new phase of growth in both turnover and profit.
Brunei has performed well during the crisis. Our consolidated revenue has been almost stable in this period, while maintaining our healthy gross margins. As a result of our investments in the organisation overhead costs increased and, with the lower gross profit, a decrease of Ebit is the consequence. We noted that market positions in every region have improved markedly relative to the competition. This is thanks to the organisation's strength and Brunei's unique position in the various markets.
The organisation's strength is based on strong management, account management's market-oriented focus and operational excellence in the front- and back-office processes. Brunei's unique market position is the result of strategic choices made in the past and carefully refined over the years. This focussed specialisation is the basis of the company's success. The theme of this annual report is Access to Excellence.
These three words are the most concise way of summarising what Brunei stands for: providing the best conceivable service to our clients as well as the specialists who work for Brunei. Brunei is a people company and the quality of our employees is a decisive success factor.
Our strong organisation culture is built around entrepreneurship, personal engagement, reliability and flexibility. It is this culture that ensures we keep a constant focus on the quality of our services to both specialists and clients.
Worldwide, labour market flexibility will continue to increase apace, The speed at which this development takes place is largely influenced by the economic climate. As a result specialised knowledge will be scarce in many regions. Brunei can mobilise this knowledge for its clients. The signs are that a recovery is underway which means new market opportunities will emerge worldwide, Partly due to the investment made in the organisation, Brunei is in an excellent position to make the most of these opportunities.
In an improving economic climate, Brunei's Board of Directors expects the company to achieve higher tumover and profits in every region.
Finally, we would like to thank our shareholders and clients for the confidence they have expressed in the company in 2010. We also extend an additional word of thanks to all our employees. You are the essence of Brunei. We trust that we can count on your continued commitment in 2011.
Jan Arie van Bameveld Chief Executive Officer Rob van der Hoek Chief Financial Officer
| Supervisory Board | |
|---|---|
| J.E. (Hans Eric) Jansen | Chairman, male (1937) |
| Former main directorship: Other directorships: Nationality: Appointed: |
Chairman of the Managing Board of Delta Lloyd Verzekeringsgroep N.V. Member of the Supervisory Board of Transmark FCX N.V. and Delta Deelnemingen N.V. Dutch May 21 st, 1999, re-appointed on May 23rd, 2003 and on May 24th, 2007 for a period of four years |
| A. (Aat) Schouwenaar | Vice Chairman, male (1946) |
| Former main directorship: Other directorships: |
Chairman of the Management Board and Chief Executive Officer of Endemol Group B.V. Chairman of the Supervisory Board of Asito Dienstengroep B.V, Member of the Supervisory Board of Holland Casino, Stage Entertainment B.V. and DOCDATA N.V. |
| Nationality: Appointed: |
Dutch May 22nd, 2001, re-appointed on May 19th, 2005 and on May 14th, 2009 for a period of four years |
| D. (Daan) van Doorn | Supervisoiy Director, male (1948) |
| Former main directorship: Other directorships: Nationality: Appointed: |
Chief Executive Officer and Chairman of the Executive Board of Vion N.V Chairman of the Supervisory Board of DELTA N.V. Dutch May 18th, 2006, re-appointed on May 6th, 2010 for a period of four years |
J.A. (Jan Arie) van Barneveld Chief Executive Officer, male (1950)
Jan Arie van Barneveld was appointed Chief Executive Officer of Brunei Intemational N.V. on September 29th, 2000. His most recent position before transferring to Brunei was as director of Avéro Life & Mortgages (part of the Achmea Insurance Group) where he held responsibility for a substantial increase of sales through intermediaries. Before that Jan Arie van Bameveld held successive general management positions at Hooge Huys Insurances, Belgian insurance company Corona and engineering factory Meijn. In all positions turnaround management and organisational restructuring were asked for. Van Bameveld started his career as a senior manager at Coopers & Lybrand. He completed his Ouantitative Business Economics and Accounting studies at the Vrije Universiteit Amsterdam.
R. (Rob) van der Hoek Chief Financial Officer, male (1954)
Rob van der Hoek was appointed Chief Financial Officer of Brunei International N.V. on August 20th 2009 for a period of 4 years. Van der Hoek holds a master's degree in Business Economics from the University of Groningen. He started his career at Coopers & Lybrand. He held various positions at United Biscuits and Sara Lee/DE. Since 2006, van der Hoek has been Associate with Boer & Croon Executive Managers and as such he has filled the position of concern controller for Océ and the CFO position for Laurus and Getronics Nederland.
Brunei is a global provider of business services that specialises in the flexible placement of professionals.
Brunei has developed a strong global brand and operates from its own international network of 92 branch offices in 34 countries. Brunei serves the world market for professional staffing and recruitment services from two main perspectives. On the one hand, the company aims its sen/ices at specific supra-regional business lines. Examples include our focus on the worldwide oil and gas industry and on the international automotive, rail, aerospace, telecom and pharmacy sectors. On the other hand, Brunei focuses on Europe, more specific the Netherlands, Germany, Belgium, Austria and Poland.
In everything we do we follow our - firmly rooted - cultural values: eagerness, result driven, operational excellence. This allows us to provide added value for clients in business and government by filling their knowledge and capacity needs in a highly effective manner. The company stands out from its competitors thanks to the superior services, which centre around high-quality account management and recruitment management and in-depth knowledge of the labour market segments and related disciplines.
Since its incorporation in 1975, Brunei has developed into an intemational group with over 8,000 employees and an annual tumover of Euro 721 million (2010).
Brunei International N.V. is listed on Euronext Amsterdam and is included in the Mid Cap Index (AMX).
EUR million, unless stated otherwise
| 2010 | 2009 | ||
|---|---|---|---|
| Profit | |||
| Net tumover | 720.9 | 738.4 | |
| Gross Profit | 152.0 | 151.8 | |
| Other income | -2.1 | 0.0 | |
| Operating costs | 112.6 | 106.6 | |
| Operating profit (EBIT) | 37.3 | 45.1 | |
| Result before tax | 38.4 | 44.7 | |
| Tax | 12.8 | 12.6 | |
| Group income | 25.6 | 32.1 | |
| Net income | 25.2 | 31.1 | |
| Ratios | |||
| Change in turnover on previous year | -2.4 % | 3.4 % | |
| Gross margin | 21.1% | 20.6 % | |
| Operating profit / net tumover | 5.2 % | 6.1 % | |
| Group income / net tumover | 3.6 % | 4.3 % | |
| Balance | |||
| Working capital | 175.0 | 152.5 | |
| Group equity | 202.2 | 180.9 | |
| 294.2 | 254.7 | ||
| Balance sheet total Net cash flow |
-15.0 | 32.2 | |
| Ratios | |||
| Shareholders' equity / total assets | 68.7 % | 70.8 % | |
| Current assets / current liabilities | 2.91 | 3.08 | |
| Workforce | |||
| Employees total (average) | 7,656 | 7,847 | |
| Employees indirect (average) | 1,077 | 1,067 | |
| Employees total (year end) | 8,766 | 7,230 | |
| Employees indirect (year end) | 1,082 | 1,017 | |
| Shares in Euro | |||
| Eamings per share | 1.09 | 1.35 | |
| Shareholders' equity per share | 8.69 | 7,80 | |
| Dividend per share | 0.80 | 0.80 | |
| Highest price | 29.63 | 23.83 | |
| Lowest price | 19.46 | 7.01 | |
| Closing pnce at 31 December | 29.49 | 23.45 |
In this chapter the Supeivisory Board of Brunei International N.V. reports on its activities in 2010 and provides the information as required under the Dutch corporate govemance code.
In accordance with its Articles of Association, Brunei's Supervisory Board consists of three individuals. The Supervisory Board is of the opinion that its composition is appropriate to the company's current nature and size. The personal details of each member of the Supervisory Board are given in chapter 2 of the annual report 2010. The composition of the Supeivisory Board did not change during the year under review. Mr. D. van Doom was reappointed by the Annual Meeting of shareholders of May 6, 2010 for a second term of four years.
In 2010 there were no changes in the Board of Directors, which is composed of a Chief Executive Officer and a Chief Financial Officer. See chapter two of this annual report for the personal details of members of the Board of Directors.
According to the guidelines of the Dutch corporate govemance code, Brunei is not obliged to set up separate auditing, remuneration and selection & appointments committees. However, Brunei has had an Audit Committee since 2001 and has opted to retain this structure. The Supervisory Board, the Board of Directors and the external auditor are represented in the Audit Committee. The complete Supen/isory Board also serves as the Remuneration Committee and Selection & Appointments Committee. By-laws and terms of reference for both the Supervisory Board and its committees have been drawn up in compliance with the Dutch corporate governance code. These regulations are posted on the company's website.
The Supervisory Board meets regularly throughout the year according to a predetermined schedule. Consultations are held with the Board of Directors and members of senior management during the meetings. The Supervisory Board also periodically holds closed meetings. In addition to scheduled meetings, interim consultations are held on a regular basis between members of the Supervisory Board and the Board of Directors. In 2010 the Supeivisory Board held six scheduled meetings which were attended by the Board of Directors. The entire Supeivisory Board attended all of the meetings, barring one, which one of the members was unable to attend. Further, two meetings were held to focus on corporate group strategy. The Supervisory Board also held two closed meetings which were not attended by the Board of Directors.
The Audit Committee met two times during the year under review, prior to the publication of the full year 2009 figures and prior to announcing the 2010 semi-annual figures. The Audit Committee's chairman reported the committee's findings immediately to all members of the Supervisory Board. The Supervisory Board met once in its capacity as Remuneration Committee and twice in its capacity as Selection & Appointments Committee, in connection with the departure of Mr. J.E. Jansen as chairman of the Supervisory Board in 2011.
The Supervisory Board considers the company's strategy, the development of senior management and sustainable growth in tumover and profitability to be among its key areas of focus. In the year under review, it was closely involved in assessing business objectives and strategic planning for the future.
The following issues were regularly discussed in the presence of the Board of Directors:
the acquisition or disposal of business activities based on proposals to this end by the Board of Directors, and performance monitoring of business units acquired in recent years;
compliance with the Dutch corporate governance code;
The following matters were discussed during closed meetings of the Supeivisory Board;
The following matters were discussed during the meetings of the Remuneration Committee:
The Audit Committee addressed the following issues during its meetings:
The Selection & Appointments committee addressed to following issues:
The Supervisory Board declares that the guidelines of the Dutch corporate govemance code pertaining to the independence of management were complied with in full during the year under review. No situations occurred and no transactions took place that could be construed as involving conflicts of interest. Furthermore, the Supeivisory Board confirms that none of its members held Brunei shares in 2010.
The members of Brunei International's Supervisory Board have diverse backgrounds, experience and expertise. When making further appointments, the Supervisory Board will endeavour to increase diversity in terms of age, gender and so forth.
Remuneration of the Board of Directors is based on the remuneration policy adopted by Brunei Intemational's General Meeting of Shareholders. The remuneration policy's objective is to attract, motivate and retain qualified and expert executives, with an intemational mindset essential for the successful leadership and effective management of the company specialising in flexible supply of knowledge and capacity. The remuneration structure for the Board of Directors is designed to balance short-term operational performance with the long-term objectives of the company, with due regard for the risks to which variable remuneration may expose the enterprise. The total remuneration and the remuneration elements are based on the ongoing rates in the international labour market and are finetuned using data from companies which are similar to Brunei in terms of scale and complexity. Before the remuneration policy as a whole is determined and the level of remuneration of individual board members is fixed, scenario analysis are made of the variable remuneration components and the consequences that they could have on the level of remuneration of the board members. The level and structure of the remuneration of the board members, both financial and non-financial indicators relevant to the long-term objectives of the company are taken into account. The remuneration package, following the adoption of the remuneration policy, contains the following components:
The fixed annual salary is assessed periodically against a group of comparable enterprises.
The variable component of the total remuneration package is performance related. It consists of short- and long-term components. Performance targets and conditions are derived from our strategy and annual business plans. The targets assigned prior to the relevant years and assessment of realisation is conducted after year-end by the Supervisory Board.
The short-term incentive compensation is paid in cash. The short-term bonus scheme for the members of the Board of Directors rewards both financial performance and individual performance.
Both elements were weighted equally. The short term bonus may not exceed 75% of the fixed annual salaiy of the CEO. For the CFO the maximum bonus opportunity is 50% of the fixed annual salary. The following quantitative targets can be applied: Ebit,
revenue, net income, working capital and cash flow. The realisation of each financial or individual target can independently result in bonus payment. The Supervisory Board allocates the bonus based on the achievement of the targets of the Board of Directors and determines the associated pay-out. Brunei does not disclose the targets set, as this qualifies as competition sensitive information.
The long-term variable remuneration component is comprised of share options. This scheme emphasises the sustainable growth of operating profit and market share as well as the realisation of the company's long-term policies. The option term is five years. Options can only be exercised after a period of three years has passed since they were granted and only at the same price that was applicable when options were initially granted. If employment ends the options will lapse.
The pension scheme for members of the Board of Directors is a defined contribution plan. The contributions are fully bome by the company.
The company has issued no loans or guarantees to members of the Board of Directors.
The table below summarises the 2010 compensation elements of the Board of Directors.
in Euro
| Base salary |
Short term bonus |
Pension | Number of stock options |
|
|---|---|---|---|---|
| J.A. van Barneveld | 400,000 | 250,000 | 162,000 | 50,000 |
| R. van der Hoek | 325,000 | 125,000 | 49,000 | 10,000 |
The full remuneration report, the company's remuneration policy and the regulations conceming shareholding are published on the company's website.
The General Meeting of Shareholders determines the remuneration of the Supervisory Board members. The remuneration of the members of the Supeivisoiy Board consists of one component only: a fixed annual payment. It is not linked to the financial results of the company. Members of the Supeivisory Board do not receive any performance or equity-related compensation and do not accrue any pension rights with the company. The company does not grant stock options or shares to the members of the Supervisory Board. The regulations for shareholdings for members of the Supervisory Board are posted on the company's website.
As approved by the General Meeting of Shareholders held in May 2005, the annual allowances of the members of the Supervisoiy Board are set on median levels compared to companies which are similar to Brunei in terms of scale and complexity.
The General Meeting of Shareholders held in May 2010 approved an adjustment to these allowances for the years 2010 and further.
in Euro
| 2010 | 2009 | |
|---|---|---|
| Chairman, J.E. Jansen | 45,000 | 40,000 |
| Vice Chairman, A. Schouwenaar | 40,000 | 30,000 |
| Member, D. van Doorn | 35,000 | 25,000 |
Brunei's results in 2010 have been very good. Although turnover was down slightly compared to 2009, the decrease was relatively small in comparison to the downward trend in the market. Brunei has succeeded in strengthening its' position versus the competition.
Despite realising a gross profit equal to last year, the eamings before interest and taxes (Ebit) as a percentage of tumover decreased to 5.2% (2009: 6.1 %). This is mainly the result of investments in the strength and size of the sales division throughout the organisation. The Supervisory Board concurs with the Board of Directors that this countercyclical investment has placed Brunei in an excellent position to reap the maximum benefit from the market recovery. The excellent results in the last quarter of 2010 support this view. Brunei has emerged from the recession more or less unscathed as its business model has proven its solidity.
Brunei's strong financial position has shown to be a major asset in the year under review. It instils confidence in Brunei's national and intemational clients and enabled the company to make essential investments in a tough economic climate.
The Supervisoiy Board is satisfied with the results for 2010 and, in improving economic conditions, expects continued growth in each division's turnover and profit.
The Supervisory Board will present the financial statements included in this annual report at the General Meeting of Shareholders on May 12th, 2011. The financial statements have been drawn up by the Board of Directors and discussed by the Audit Committee and the Supervisory Board.
The financial statements and the qualitative notes thereto have been audited by Deloitte Accountants B.V, which provided an absolutely unqualified audit opinion (see chapter 13). We recommend the General Meeting of Shareholders to adopt the financial statements.
Although the net income of Euro 25 million is lower than the net income in the financial year 2009, the Supervisory Board supports the proposal of the Board of Directors to declare a dividend of Euro 0,80 per share. The above should be considered with a view to the cash flow generated in the year under review and the comfortable cash position it produced for the corporate group as at 31 December 2010. The Supervisory Board also supports the proposal to add the remainder of the profit to the reserves. The proposed appropriation of results is based on the financial results included in this 2010 annual report.
Brunei is a strong, well-run business. The Supervisoiy Board is aware that the success should be attributed entirely to the dedication and engagement of all of Brunei's employees throughout the world. We compliment them for the results achieved.
Amsterdam, 28 March 2011
Mr. J.E. Jansen, Chairman Drs. A. Schouwenaar, Vice Chairman Ir. D. van Doom
6
"—^ Qoin
Following the introduction of the Dutch corporate govemance code (the "code") in 2005, Brunei International's corporate govemance structure was discussed at the General Meeting of Shareholders in May 2005. In December 2008, the revised code was introduced. Where feasible and relevant, Brunei implemented these changes. The corporate govemance chapter was discussed as a separate agenda item in the General Meeting of Shareholders held in May 2010.
This chapter describes the principal aspects of the corporate governance structure. If applicable, explanations for deviating from the code's best practice stipulations are provided. It should also be noted that every substantial change to the corporate govemance structure and compliance with the code will be submitted to the General Meeting of Shareholders for discussion under a separate agenda item.
The Board of Directors and Supervisory Board are responsible for maintaining the corporate govemance structure and for ensuring compliance with that structure. They render joint account on these issues to the General Meeting of Shareholders. Brunei is of the opinion that the vast majority of the principles and best practices of the code are being applied.
In the event that the application of a best practice stipulation should conflict with Brunei International's interests, the Board of Directors and the Supeivisory Board reseive the right to deviate from the code in that particular respect.
The Board of Directors currently consists of two members, Mr. J.A. van Bameveld, CEO, and Mr. R. van der Hoek, CFO.
Contrary to the provisions of best practice provision II. 1.1, the CEO has been appointed for an indefinite period of time. The CEO was appointed before the code was implemented and the company wishes to respect its existing contract with the CEO. In line with best practice provision 11.1.1, the CFO was appointed in 2009 for a period of four years.
The Board of Directors performs its duties and applies its working methods with due observance of the provisions of the code. As is standard practice within the company, the Board of Directors presented to the Supervisoiy Board (a) the operational and financial objectives of the company, (b) the strategy designed to achieve the objectives, (c) the preconditions associated with that strategy and (d) the corporate social responsibility issues that are relevant to the enterprise.
Brunei's principal objective is to realise sustainable growth in revenues and profitability. Each of the regions or markets in which Brunei operates is expected to contribute to this growth on a long term basis. The business's envisioned growth is structural in the long run. Sustainability is essential in order to counterbalance the cyclic character of Brunei's core markets.
The strategy adopted to realise the objectives described is primarily based on the utilisation of superior account management. Account management has a pivotal function in matching clients and specialists. Speaking the language, understanding client specific demands, and understanding the background and motivations of the available candidates ultimately determine the quality of the matching process. In addition, Brunei's strategy is based on focusing its services to allow the organisation to gain dominant positions in certain market segments. Depending on the specific circumstances, the focus may be on industries, professional disciplines and/or regions. Brunei also strives for operational excellence in its front and back office processes to support the primary process. Brunei's global network allows the company to pursue its strategy both on a local level and on a global scale.
The principal preconditions that apply in achieving the defined objectives and pursuing the company's strategy are:
Because of the nature of our business activities, Brunei's corporate social responsibility policy focuses on the aspects that are related to work in the broadest sense. However, Brunei also endeavours to make a constructive contribution to the quality of life in our community by taking measures that reduce environmental impacts wherever possible.
A summary of the social responsibility issues that are relevant to the enterprise of the company is provided in chapter 8 of the annual report 2010.
Brunei maintains operational and financial risk management systems and procedures and has monitoring and reporting systems and procedures. It has a code of conduct which is posted on the company's website. Any employee who wishes to report non-compliance with the code of conduct can do so, without jeopardizing his or her employment with the company. The Board of Directors and the Supervisory Board are of the opinion that risk management is extremely important for the continuity of Brunei. In this connection we refer to the chapter about risks, risk management and control systems of this report. This section also highlights the company's sensitivity to extemal circumstances and variables.
No transactions were effected during the year under review which involved a conflict, or the semblance of a conflict, between the interests of the members of the Board of Directors and those of the company.
As a matter of policy, Brunei does not extend any loans or guarantees to the members of the Board of Directors.
The remuneration package of the Board of Directors consists of a base salary, a variable short term lot, a variable long term lot and a pension. The variable short term bonus is paid in cash. The long term lot consists solely of options. Options may be exercised three years after vesting. The financial goals and individual targets are assigned prior to the relevant year by the Supervisory Board. Assessment of realisation is conducted after year-end by the Supervisoiy Board. As the targets imply sensitive information in relation to the company's competitive position, no further information can be provided. The pension remuneration is a defined contribution plan.
Prior to drawing up the remuneration policy and prior to determining the remuneration of individual members of the Board of Directors, the Supen/isory Board analyses the possible results of the variable remuneration components and its consequences for the remuneration of the directors. The Supen/isory Board determines the level and structure of the remuneration of the individual directors by reference to the scenario analyses carried out and with due regard for the pay differentials within the enterprise. In determining the level and structure of the remuneration of the directors, the Supervisoiy Board takes into account, among other things, the results, the share price performance and non-financial indicators relevant to the long term objectives of the company, with due regard for the risks to which variable remuneration may expose the enterprise. The remuneration report, the company's remuneration policy and the regulations conceming shareholdings are posted on the company's website.
The composition of the Supeivisory Board is such that the members can operate independently from and critically towards one another, the Board of Directors and any secondary interests that may apply. Each of the members of the Supervisory Board is capable of judging the main points of the overall policy and possesses the specific expertise required to carry out his duties within his role as set out in the profile for the Supeivisory Board. None of the members carry more than five other commissionerships. The profile of the Supervisoiy Board forms the basis of the selection and appointment of new members. The profile and resignation schedule are posted on the company's website.
The Supervisory Board currently consists of three members, who are appointed by the General Meeting of Shareholders for a term of four years and can be reappointed for a maximum of two further terms of four years.
At the General Meeting of Shareholders of 2010 Mr. D. van Doom has been re-appointed as a member of the Supervisoiy Board for a second four-year mandate. Mr J.E. Jansen will be reaching the end of his third and last four-year mandate as chairman of the Supervisory Board at the General Meeting of Shareholders in 2011 and will not be re-eligible. The profile set out in the Supervisory Board rules will be used to select candidates to fill the vacancy that will arise from the resignation of Mr J.E. Jansen.
The Supervisory Board performs its duties and applies its working methods with due observance of the provisions set out in the code. Best practice stipulations 111.1.2 to III. 1.9 inclusive are dealt with, as far as applicable, in the sections Management and the Report of the Supervisory Board. The segregation of the Supervisoiy Board's responsibilities and its working methods are laid down in regulations to be found on the corporate website.
All Supervisory Board members are independent from the company within the meaning of best practice provision III.2.2 of the code.
As a matter of policy, Brunei does not extend any loans or guarantees to the members of the Supervisory Board.
The Chairman of the Supervisory Board performs his duties in compliance with the provisions of section III.4 and is assisted by the corporate legal counsel.
During the year under review no transactions took place which involved a conflict, or the semblance of a conflict, with the interests of the company.
The remuneration of the members of the Supervisory Board takes into account the provisions of section III.7 of the Code. The regulations for shareholdings are posted on the company's website.
The Articles of Association of the company as well as the agenda for the General Meeting of Shareholders reflect the applicable best practice provisions laid down principle IV.
In 2005 the General Meeting of Shareholders decided to discontinue the adoption of the rules applicable to statutory two-tier entities ("structuurregime"). The Supeivisory Board was granted the right to submit a binding nomination in the case of the appointment of Directors and Members of the Supervisory Board. In deviation from best practice provision IVI .1 such nomination may only be rejected by the General Meeting of Shareholders by means of a two-thirds majority of votes cast, representing more than half the issued capital. These criteria were prescribed as the Supervisory Board
considers it necessary, in light of Brunei's specific circumstances, to ensure that its position is as strong as possible in the current structure.
Information for analysts, shareholders, the press and other parties in the financial markets is provided in accordance with the relevant recommendations in the code. However Brunei does not entirely comply with the public nature of analysts' meetings, for example through transmission on the Internet as we believe this implies a disproportionate administrative burden for our organisation. However, from the third quarter onwards, the company posts pre-recorded interviews with the CEO on its website in which he elaborates on the results to date. No comments other than reference to factual inaccuracies are added to any analysts' report nor is any fee paid for such reports. Furthermore Brunei maintains 'radio silence' in its communication with analysts for a period of two months prior to the publication of annual figures and for a period of three weeks prior to the publication of semi-annual figures.
One protective measure exists regarding Brunei Intemational N.V. The priority share, which has a par value of Euro 10,000, has been issued to Stichting Prioriteit Brunei, subject to the condition precedent that the majority shareholder loses its majority share in Brunei Intemational N.V.'s share capital. The priority share will be fully paid up as soon as the issue becomes unconditional. The protective stipulations are included in the articles of association of Brunei Intemational N.V and can be found on the corporate website.
The Board of Directors and the Supeivisory Board comply with the code's principles regarding financial reporting, the external auditor and intemal audit function. The chapter Risks, Risk Management and Control Systems discusses these principles in more detail.
The corporate governance statement can be found on the company's website.
The full text of the Dutch corporate govemance code can be viewed on vvww.commissiecorporategovemance.nl.
7
The Board of Directors of Brunei International N.V. is of the opinion that the ability to control operational, financial and market risks is crucial to the continuity of the company. For that reason, risk management and internal control are subjects to which the management pays considerable attention at all relevant levels. In this connection, in the reporting year more thorough policies were introduced on various points and existing procedures were tightened up.
In the operational field, Brunei has identified a number of risks which also qualify as distinctive value drivers:
Brunei is continuously monitoring these risks and improving both its administrative processes as well as its organisational capabilities. Especially productivity levels are monitored on a daily basis and reported weekly.
Brunei has always been characterised by exceptionally high solvency rates. The company does not use any long-term credit lines and boasts favourable liquidity positions and bank facilities which accommodate the day-to-day management of the working capital. During the global financial crisis that started in 2008 this has proven to be an advantage, as our strong balance sheet was recognised by both our clients as well as by our employees. Brunei is considered a solid partner in business.
Brunei's assets include a limited amount of goodwill. As a result, impairment risks and the associated deterioration of the solvency level are ruled out.
Brunei's most important assets are its' account receivables, spread over more than two thousand clients. Despite internal procedures, uncollectible debts cannot be ruled out but the risk of a material erosion of the operating profit is very small. In the year under review the cash collection process remained tight in order to limit the potential negative impact of the economic downturn.
In several cases Brunei companies conduct their business through sizeable and sometimes long running local contracts with clients. For various reasons these contracts or the financial outcome of these contracts, in line with expectations, turn out to be less favourable than anticipated.
The Brunei Group does incur currency risks. Revenues and expenses are often stated in the same currency, which helps to reduce the effect of exchange rate differences. There are also translation risks in connection with our accounts receivable positions and foreign participations.
Awarded pension schemes concern defined contribution schemes managed by extemal parties.
Despite the high degree of uniformity within Brunei's range of activities, they target different markets, clients and sectors. Given that those maikets and sectors have different economic cycles, Brunei is less sensitive to cyclical trends which reduces the impact of cyclical effects on the Group. Examples are:
Market risks also include economic, political and social risks. Brunei focuses predominantly on clients and countries in or oriented towards the Western part of the world, where these risks are acceptable.
The Board of Directors is responsible for intemal risk management and internal control systems. The purpose of those systems is to ensure optimum management of the most significant risks that have been identified within the Group. Even so, these systems are not designed to guarantee full protection against material errors and violations of laws and regulations. Brunei's intemal risk management and control measures are based on the COSO framework and distinguish five components:
The Board of Directors is responsible for the coherence between the various intemal control elements. Factors that influence the control framework include integrity, management style, delegation of powers and responsibilities, generally accepted business standards and values, and the extent to which the organisation is able to steer these factors. Periodically the Chief Executive Officer as well as the Chief Financial Officer visits, together with a senior officer from Corporate Finance & Control if required, the most important operating companies to facilitate complex decision-making, to control financial progress and monitor realisation of the business objectives. Another important aspect of the control framework is the code of conduct, which includes the whistleblower policy. The code has been posted on the corporate website.
The risks Brunei International N.V. and its operating companies are confronted with, are identified and assessed per segment, and then compared and assessed at a corporate level.
All divisions are subject to general policy rules and procedures aimed at controlling risks that have been identified. The most important policies and procedures are:
An intemal letter of representation, in which the general and financial managers of the operating companies confirm the accuracy and completeness of the submitted financial reports and the proper use of the Brunei accounting manual;
Periodic field visits by members of the Corporate Finance & Control department, to review the intemal financial reports as well as to assess the local administrative organisation and measures of intemal control and the reporting processes;
In order to further enhance internal risk management and control systems the Brunei Group is in the process of upgrading the accounting manual to a controller's manual which contains all relevant monitoring and intemal controls. Corporate Finance & Control will closely monitor the proper use of the manual.
The information and communication policy for internal risk management and control systems is aimed at acceptance and implementation at all organisational levels. This has resulted in a generally accepted code of conduct, intemal training courses for new employees and training-on-the-job programmes. In addition, various types of business deliberation are conducted. Each year, the financial community within Brunei holds an intemational meeting which is attended by all regional financial controllers to discuss best practices and the latest developments in financial management and internal controls, subsequently document these and implement them company-wide.
Monitoring the adequacy and effectiveness of intemal risk management and control systems is an ongoing improvement process. Monitoring activities are arranged in periodic consultation between the Board of Directors and local managers, and through frequent contact between Corporate Finance & Control and local financial management. These discussions are partly based upon the issued weekly operational and monthly financial reports. Despite the absence of an intemal auditor at Brunei Intemational N.V, reviews are made both at holding level by Corporate Finance & Control and at segment level by regional financial controllers. Corporate Finance & Control is an independent department that reports directly to the Board of Directors and the Audit Committee. In addition, it advises local management in
connection with possible improvements in intemal risk management and control systems.
The external auditor is responsible for auditing the annual financial statements. The auditor reports findings in the form of management letters at the level of the Group or individual operating companies, In addition, he reports directly to the Audit Committee. The extemal auditor attends the meetings of the Supen/isory Board at which the annual accounts are adopted. The auditor also attends - and is authorised to address - the General Meeting of Shareholders.
The Board of Directors is responsible for the quality and completeness of all financial statements published by the company. The Supen/isory Board oversees the way in which the Board of Directors exercises that responsibility. Taking the afore described risks and control systems into consideration, according to the Board of Directors the internal risk management and control systems have been working adequately during the year under review and provide reasonable assurance that the financial report does not contain material misstatements. The Board of Directors is not aware of any signs that, in a general sense, the risk management and control systems were materially ineffective during the year under review, nor of any signs that these measures can be expected to be ineffective in 2011.
The international business community increasingly recognises the positive effects of flexible working practices on a company's productivity and competitiveness. This will lead to a new dynamic, with international economies demanding more and more flexibility. Govemment organisations are also seeing the positive effects of increasing flexibility in the labour market. This is leading to deregulation in regions in which excessive restrictions were imposed in the past. An example in this context is the Agency Work Directive adopted by the European Parliament in 2008, which obliges member countries to enshrine more scope for improving flexibility in their national constitutions by 2012.
These developments will lead to a global increase in the flexible labour market. According to expectations, various international economies are on the threshold of a new period of growth, which will provide an extra boost to the outlined trend towards improved flexibility.
Brunei specialises in providing flexible solutions to labour issues, particularly those concerning highly educated (technical) specialists. Brunei is ideally positioned in a large number of regions and professional segments to play a leading role in the development towards increased flexibility. The solutions range from secondment to project management, contingency recruitment and consultancy.
The ageing population and decreasing population growth are issues in several highly developed economic societies. The inflow of young, highly educated labour potential is not sufficient to compensate for the age-related outflow. This dynamic is leading to a structural shortage of available highly educated specialists in a number of sectors, including the technical sector. The effects of this are already being seen in the market in various countries and segments.
Solutions to labour issues will increasingly be cross-border in nature. The structural shortage of specialists in highly industrialised regions is counterbalanced by a surplus of highly educated young people in China and other Asian countries. The labour market will rapidly become an international platform. The demand for flexible working practices is increasing at the individual company level. Companies are opting to form a flexible structure supporting a fixed set of core competencies and skills. This enables them to respond more quickly and effectively to economic developments and other changes in the market. The
global trend towards more flexibility will lead to new concepts in which traditional methods are combined or replaced by new forms of project management and flexible project teams. Large companies are working with fewer and fewer suppliers and expect the preferred set to provide a total product based on innovative concepts, high-quality service and rapid seivice provision, operational excellence in carrying out activities and a global presence.
A major shift is also being seen on the supply side. Specialists have increasing demands with regard to their working environments and the content of assignments, are becoming more internationally oriented, prefer a combination of flexibility and security and devote a great deal of attention to career planning. The specialist of the future will expect to be facilitated in these matters by an employer.
Education and training will be more important than ever. Specialists will have to have access to the latest insights in their area of expertise. Keeping knowledge and skills up to date will increasingly become a continuous process, particularly in segments like engineering and IT, where new developments are the order of the day.
Brunei's mission is to play a leading role in specific segments of the intemational labour market. As an authority on national and intemational recruitment, Brunei can immediately respond to new market developments in the interest of clients and specialists. Brunei aims for balanced growth in turnover and profit in all regions and segments in which it operates. Brunei's tumover increased substantially in the period from 2003 to 2008. Although the global recession that followed slowed this growth down, Brunei came through this phase strong and has been able to improve its relative position compared to the competition. Brunei has an excellent position in all of its markets and segments for achieving the maximum benefit from a new period of economic growth.
The Board of Directors recognises that the general economic climate is improving and expects to see growth in tumover and profit in all of its activities as the climate continues to improve.
Brunei's strategy is focused on providing excellent services to it's clients as well as to the specialists it deployes. This process involves a crucial role for Brunei's account managers, who form the bridge between the client's demand and the expertise and skills of the available specialists. In order to properly fulfil this role, Brunei's account management must have the necessary sector knowledge, a proactive and flexible attitude, a high degree of commitment and the ability to communicate effectively with those involved in every phase of the recruitment process. These are the building blocks used to create long-term relationships with clients and specialists.
Brunei's strategy is based on entrepreneurship through highquality account management. This enables the company to optimally respond to the demands and wishes of both the client and the prospective specialist. The level of account management will be a continuous point for attention in the company's policy in the years to come. Issues are becoming more and more complex and require an increasingly higher level from Brunei's account management in every respect. Brunei regards the quality of its account management as the main key to its future success. Brunei's strategy is supported by five sub-strategies:
Brunei opts for a specialist approach to the market. The selection of specific segments, regions and disciplines leads to in-depth knowledge of the related labour market. This makes it possible to offer clients tailor-made services, ranging from secondment to project management, contingency recruitment and consultancy, depending on the specific demands of the market and/or individual clients.
Brunei's process is based on speed, efficiency and transparency. Excellent procedures are a precondition for the provision of high-quality sen/ice to clients. Brunei constantly invests in technology throughout the whole organisation, aimed at the highest possible quality in (administrative) procedures.
Having access to highly educated and experienced specialists is of overriding importance in the provision of service. Brunei has extensive databases of specialists, subdivided into specific regions and market segments. Enlarging and updating the database is an on-going process involving a wide range of communication tools.
Brunei employs the principle of having a local presence where its clients carry out their activities. The international network currently comprises 92 offices in 34 countries. The network is further refined according to the development of demand in new, promising regions and/or specific wishes of intemational clients. An office has in-depth knowledge of the local labour market with regard to legislation, forms of contracts, availability of the right specialists, social conditions and the possibilities for education and training. Each office is also an important player in the international labour market thanks to its access to the international knowledge, experience and databases of the Brunei group.
The policy of working exclusively with its own offices all over the world clearly sets Brunei apart from many of its competitors.
Brunei's specialist nature and unique approach are systematically expressed through a global communication programme based on the slogan 'Access to Excellence'. This slogan illustrates the building blocks of the Brunei brand that make Brunei a unique company: professional knowledge, personal commitment, reliability and flexibility.
The globalisation of companies is leading to a change in the demand for highly educated specialists and top talent for management positions. A growing number of internationally operating companies and sectors see the world as their playing field, also in terms of labour potential. Traditional boundaries between countries and continents no longer apply. Brunei is responding to this trend by building an extensive database of top talents in technology, IT, legal and financial expertise. The candidates are selected carefully for intemational knowledge and experience based on their education and professional background. In addition, each candidate is screened for ambition, motives and specific adaptability to cope well in changing cultures, working conditions and language environments.
Brunei Global Professionals is a separate international taskforce embedded in the international network of offices. Clients can approach their local Brunei office anywhere in the worid with their questions, which - depending on the nature of the question - the Brunei organisation can then answer elsewhere in the worid. In addition to the use of the intemational database, specific search processes can be conducted all over the world.
The international searches are coordinated by a special unit located in the head office in Amsterdam. This coordination centre has the expertise needed to steer intemational labour market transactions in the right direction in terms of legal aspects and working conditions. It can also use the network of the Global Professionals sales representatives in each country. This new form of seivice provision is not only unique to clients; Brunei Global Professionals also offers unprecedented opportunities to top talents in the various professional fields. Brunei facilitates the realisation of personal, cross-border ambitions and the development of international careers.
Brunei's international organisational structure is based on the principle 'Freedom in Restraint'. Each region and business line is controlled by its local management team which, within the limits of Brunei's mission and strategy, is directly responsible for marketing and day-to-day business affairs.
The starting point for managing the company is a flat organisation. Having the minimum number of management layers keeps the organisation transparent and surveyable. The flat organisation model is a policy starting point for the long term. This starting point will definitely continue to be maintained, even if turnover, the number of employees and branches continue to grow. A characteristic of Brunei is the careful balance between freedom and working within a tight framework.
Working freedom is a feature of Brunei's culture. Account management departments have ample scope to take action in their specific market situation. This explains why Brunei is particularly attractive to young, ambitious, talented people who need the space to excel. Eagerness is with good reason the most important element in Brunei's culture.
The limits of individual entrepreneurship are established by consistently focusing on the performance of business units, departments and employees maintaining clear policy frameworks and establishing a tightly organised back-office.
The 'Freedom in Restraint' principle is anchored in Brunei's nature and is the basis of the company's success.
Brunei's core competency is mediating for highly educated and experienced professional and technical personnel. Even in the current labour market, finding and binding professionals is a specialised activity whose success depends largely on the competitive edge of the market position. Specialists are in
demand and can often choose from a range of altemative situations. Their choices will depend greatly on the added value that the various parties can offer them. This added value comes in the form of various benefits such as employment conditions, career counselling, opportunities for personal development and for increasing know-how, coaching facilities and the particular appeal of the projects and clients to which the specialists will be assigned.
Brunei's Human Resources policy is geared specifically to achieving the benefits as described above. The employment packages are designed to be as attractive as possible within each market and centre around individual options. Possible career moves are mapped out on an individual basis. In general, Brunei specialists are usually employed for a limited number of years. By definition, the wide variety that Brunei can offer in terms of clients and projects increases the mobility of the employees concerned and vastly increases their career options once they leave Brunei. Supeivision and the continuous development of staff is ensured by Brunei's primary process, in which the account managers and recruiters, assisted by HRM, regulariy discuss the progress of current projects with both the client and the specialist in question. Our long term and continuing cooperation with a large number of prominent firms in the various segments guarantees a selection of diverse and challenging projects. Additionally, the growth of our worldwide network provides more and more opportunities for employees to opt for a global career. In recent years, employees have regularly transferred between the various regions. We actively encourage this talent exchange.
Brunei's training strategy is aimed at providing the best service to its many clients. The quality of the services depends primarily on the quality of our account management and recruitment management efforts, and on the availability of specialists with up-to-date know-how and skills.
In line with this strategy, Brunei devotes a great deal of effort to training both supporting staff and specialists. Account managers joining Brunei are enrolled in an extensive induction programme available to staff several times a year. Participants are trained in the various fields including legislation, interviewing and sales techniques, account management and recruitment skills. For specialists we draw up personal development plans and review these annually. The element of training plays an important part in these plans. Any gaps in the employee's know-how and skills are filled through generic training or, depending on the situation, through personal improvement schedules. All training programmes are arranged by the Brunei Academy. Some of the programmes are provided in-house, but in most cases we cooperate with reputable extemal institutes to ensure that the
educational terms are formalised in a professional manner. In addition, dedicated programmes are organised to provide experienced account and recruitment managers with advanced training to maintain the highest level of professionalism. Finally, Brunei offers an intemational Management Development Programme. This programme enables successful and talented sales staff to achieve higher positions, and serves as a gateway for them to reach intemational management positions.
Brunei is a people-based company. It specialises in flexible work for specialists with a professional or university education. Eight thousand people work at local and international companies for and on behalf of Brunei worldwide. Brunei is responsible for each of these 8,000 people. They expect us to support them in the development of their careers and to provide good terms of employment, safety and security. Our employees also expect Brunei to play a role that they can be proud of in the community. This is a mutual interest. From Brunei's point of view it is important for all Brunei employees to act as valuable ambassadors of the company, wherever they may be in the world.
Our role in the community is not limited to our own company and employees. The responsibility extends further to our clients, suppliers, candidates, the education sector and society in general.
Because of the nature of our business activities, Brunei's corporate social responsibility (CSR) policy focuses on the aspects that are related to work in the broadest sense. However, Brunei also endeavours to make a constructive contribution to the quality of life in our community by taking measures that reduce environmental impacts wherever possible.
A summary is provided below of the main aspects of Brunei's CSR policy.
Brunei has adopted a worldwide personnel policy that focuses on the participation of the entire labour supply. The criteria for cooperating with Brunei are knowledge, skills, the will to learn and an intrinsic motivation towards personal development. Age, gender, social position, occupational disability, sexual orientation and cultural background are emphatically not selection characteristics.
Brunei's code of conduct focuses on honesty, loyalty, meticulousness in agreements and handling sensitive and personal information with discretion. We also encourage care for each other. The code of conduct is concerned with how we treat each other but also with social and business interactions with clients and suppliers. Brunei has a complaints handling procedure and has appointed confidential advisers who can be brought in when the normal social process is unable to offer a solution.
Brunei provides a working environment that focuses on the safety, health and welfare of employees. Examples of this include encouraging and facilitating healthy nutrition, a regular medical fitness check-up, a hygienic workspace and a bicycle for personal use scheme.
Brunei pays a lot of attention to the personal development of its employees. This is partially concerned with keeping knowledge and skills up to date in relation to clients' requirements and wishes. However, Brunei also believes it has a responsibility for the long-term career development of its employees, even when this is not in the Brunei organisation.
The Brunei Academy is the umbrella organisation for all study programmes and training courses offered to employees. Depending on the situation, these include skill-training courses, seminars, workshops, a management development course, vocational training courses and other internal or extemal study programmes which fit in with the employee's personal development plans.
Secondary schools and higher vocational training courses are the gateway to a business career. Brunei provides information classes intended to provide students with a proper impression of the field of work and their prospects in it.
Brunei also advises thousands of candidates a year about their career prospects, often with the aid of assessments. Finally, Brunei facilitates job application training courses, mediates in dissertation subjects and traineeships, provides accommodation for dual students (work-study students) and supervises first-year students.
Brunei plays an active role in social projects intended to streamline the labour market for the future. A notable example of this is the participation in Jet-Net, the Youth and Technology Network Netheriands. Jet-Net encourages students to follow educational courses in technology.
Brunei has an office network of 92 branches in 34 countries. Each of the branches is part of a local community. The branch management is authorised to support local initiatives by providing knowledge, facilities and/or funds. The result is a wide range of sponsoring activities for sport and health, human rights and fighting life-threatening diseases.
Although business services are considered to be among the 'clean' sectors, a lot can be gained from adopting a careful approach to the daily process of running the business. After all, it involves using paper; employees drive cars; offices use energy for the IT infrastructure; waste is produced and cleaning agents are used. Brunei has carefully analysed which aspects of its operations have an impact on the environment and what can be done to minimise it. The result is a broad package of measures covering waste separation, paper use, C02 neutral postal dispatches, transport, energy consumption and office cleaning. Employees are made aware of the value of behavioural changes and are encouraged to take this into account in their immediate workspace.
| 2010 | 2009 | % | |
|---|---|---|---|
| Net turnover | 720,924 | 738,437 | -2%* |
| Gross profit | 151,980 | 151,758 | 0% |
| Gross margin | 21.1% | 20.6% | |
| Other income | -2,100 | ||
| Operating profit (EBIT) | 37,346 | 45,124 | -17% |
| EBIT percentage | 5.2% | 6.1% | |
| Net profit | 25,601 | 32,069 | -20% |
| Total average workforce | 7,656 | 7,847 | -2% |
| Working capital | 175,016 | 152,457 | 15% |
' minus 8% at equal rates
The anticipated recovery of the worid economy is clearly visible in this year's performance of Brunei. The worid economy recovered later than generally expected, but all divisions have now started recovering from the global crisis. For the first time since 2002, tumover is lower than in the preceding year, but the tumover in the last quarter of 2010 is over 20% higher than the tumover in the same period in 2009. During the year a modest growth was realised. This accelerated in the fourth quarter realising a tumover that exceeded the previous quarter by 24%. Although especially the Energy division attributed to this increase, the Netheriands, Germany and Belgium increased their tumover as well.
The graph below clearly shows that, resulting from the economical development, turnover development was adversely affected in 2009 and to a lesser extent in 2010 and the resulting Ebit follows this trend. As we maintained our focus on the long term no restructuring was put through to decrease operating costs. On the contrary additional investments were made in the quality and magnitude of the commercial organisation which explains the relatively strong decline of our Ebit level.
Tumover decreased by 2% to Euro 721 million in 2010. The decrease is the net effect of decreases in the Netherlands (down 5%) and Energy (down 4%) which are partly offset by increases in Germany (up 5%) and Belgium (up 3%). During the year sequential quarterly tumover increased. Whereas tumover in the first three quarters of 2010 was still lower than in 2009, the fourth quarter generated a record quarterly tumover. All entities noted an increased tumover in the fourth quarter of 2010 compared to 2009 ranging from +7% in The Netherlands to +28% in Germany. The shares of total tumover of Brunei the Netheriands, Brunei
Germany, Brunei Belgium and Brunei Energy have not changed materially compared to previous year.
In the graphs above the comparison of the turnover shares of the divisions between 2010 and 2009 is made.
In 2010 Brunei's gross profit is equal to 2009's. Total gross profit in 2010 amounted to Euro 152 million. The gross margin realised in 2010 (21.1%) has improved from 20.6% in 2009.
Brunei Germany has been able to benefit from the early recovery of the economy. Brunei Germany faced the decline at an eariy phase, September 2008, followed by a period of stabilisation in the second half of 2009 and recovery starting in the second quarter of 2010. The gross profit increased with 16% to Euro 42 million and the gross margin improved from 34.3% in 2009 to 38.2% in 2010. The main driver for this improvement is the increased productivity of our fee earners.
Due to the late cyclical nature of the Dutch economy the decline for Brunei started at the beginning of 2009 and it was only during the third quarter of this year that the first signs of recovery became visible. The gross profit decreased by 9% to Euro 46 million, compared to Euro 51 million in
Brunei Belgium has been able to limit the effects of the economic downturn and managed to increase the gross profit by 9% to Euro 4.5 million. Gross margin improved from 20% in 2009 to 2 1 % in 2010.
The business model for the Energy division bears less risk as the fee eamers are employed only for the duration of the project they are assigned to. This does result in lower gross margins compared to the non-Energy businesses. In 2010 Brunei Energy realised a gross margin of 13%, in line with 2009.
Brunei's overhead costs increased by 5.5%. This increase is largely attributable to the Energy division. In order to be prepared for future growth, investments were made in the Energy organisation. The investments are mainly staff related and have strengthened our organisation both on a management level as well as on operational levels. The reasoning behind these investments is the expected growth which, as anticipated, started in the last quarter of 2010. In addition to the staff related investments, we have initiated investments in our back office systems as well.
In the Netherlands as well as in Germany and Belgium the overhead costs decreased, whereas Brunei's start-up activities in Austria and Denmark incurred additional overhead costs compared to 2009.
Operating profit decreased from Euro 45 million in 2009 to Euro 37 million in 2010. This decrease of Euro 8 million is including the one off negative "other income" of Euro 2.1 million that
resulted from the write off of a receivable that arose from the divestment of activities in Germany in 2008. Also included in the results of Brunei Germany is a one off expense of Euro 1.9 million relating to social security costs for the period 2004-2006. The total one off costs incurred in 2010 are about Euro 1.0 million higher compared to 2009.
The lower operating profit is mainly due to our efforts to strengthen the organisation, despite the less favourable market conditions. As a result operating profit as a percentage of turnover reduced from 6.1 % in 2009 to 5.2% in 2010.
Brunei's solvency remained strong with 69% compared to 71 % in 2009. Working capital increased from Euro 152 million at the end of 2009 to Euro 175 million in 2010. Accounts receivable amounted to Euro 151 million (2009: 111 million) reflecting the strong turnover in the last quarter of the year. Total capitalised goodwill in 2010 remained Euro 7 million, 3% of shareholders' equity.
| 2010 | 2009 | % | |
|---|---|---|---|
| Direct employees | 6,579 | 6,780 | -3% |
| Indirect employees | 1,077 | 1,067 | 1% |
| Total workforce | 7,656 | 7,847 | -2% |
| Average gross profit per | 141 | 142 | - 1 % |
| indirect employee in Euro |
|||
| Direct/indirect ratio | 6.1 | 6.4 | -5% |
The average number of fee earners over 2010 decreased by 3% compared to 2009. The total number of fee eamers was stable over the first six months of the year and showed an increase in the second half. All divisions contributed to this increase over the year. Per 31 December the total headcount stands at 8,766 of which 1,082 are indirect employees.
Brunei the Netherlands operates in specialised areas and targets these areas through separate organisations, so-called business lines. In order of tumover size these are Brunei Engineering & IT, Brunei Finance and Brunei Legal. Brunei the Netherlands is in a continuous process of strengthening the organisation and in order to serve our customers better, more emphasis is put on cross business lines account management. Customer responses confirm that the concept of having one seivice provider for the specialist personnel requirements is the next step in improving our services.
Dutch backoffice functions are centralised in Amsterdam. The business lines operate from ten sales offices across the Netherlands. All business lines aim to attract highly educated candidates to provide clients with high-quality recruitment, selection and project management services.
| x Euro 000 | |||
|---|---|---|---|
| 2010 | 2009 | % | |
| Net turnover | 132,890 | 139,155 | -5% |
| Gross profit | 46,092 | 50,572 | -9% |
| Gross margin | 34.7% | 36.3% | |
| Operating profit (EBIT) | 12,220 | 15,393 | -21% |
| EBIT percentage | 9.2% | 11.1% | |
| Total average direct workforce | 1,408 | 1,585 | -11% |
| Total average indirect workforce | 308 | 338 | -9% |
Being considered a late cyclical company, Brunei experienced the first impact of the economic crisis late in 2009, stabilisation was noted halfway 2010 while growth only kicked in late this year. The tumover realised in 2010 was only 5% below the level of 2009 and during the year an improvement in activity levels was noted. The tumover in the fourth quarter of 2010 exceeded the tumover levels of both the preceding third quarter (+22%) as well as tumover in the fourth quarter of last year (+7%). Following the general trend of economical recovery it was clear that the IT sector recovered at an earlier stage than the engineering sector. Within the business line Engineering it was also clear that recovery of the high tech sector was ahead of the constructive engineering sectors.
As expected the business line Finance experienced a strong decrease in demand of temporary specialists but has been able to expand its' customer base and has gained market share in a downsized market.
Brunei the Netherlands has realised gross margin levels in line with the pre-crisis period but in this early phase of recovery more requests from clients are fulfilled by hiring contractors which come with a lower gross margin compared to specialists that are employed by Brunei. The productivity during the year was at a satisfactory level.
During 2009, as it became evident that we were faced with an economic crisis, it was decided not to restructure for the sole purpose of reducing costs. We remained focussed on the quality of our organisation, but we have been more strict in filling in vacancies. This explains the lower level of overhead costs in 2010 when compared to 2009. Overhead costs were down by 4%.
Ebit decreased from Euro 15 million in 2009 to Euro 12 million in 2010. This decrease is mainly due to the decreased gross profit which is only partly offset by the lower overhead costs. The Ebit percentage decreased from 11 % in 2009 to 9% in 2010.
Brunei the Netherlands' financial results reflect the development of employee numbers. The average number of fee eamers decreased by 11 % which exceeds the decrease in tumover. The main reason for this is that productivity improved slightly, relatively more contractors were deployed and the average rate increased. Contractors are charged at a higher day rate but generate lower margins.
Brunei the Netherlands maintained its strong position in the Dutch market as an intermediary for highly qualified specialists. Brunei is capable of making an important contribution to its clients' business processes. Brunei's services enable organisations to be more flexible to continuously adapt to their changing business environments. Equally important is the role Brunei can play in the careers of highly qualified professionals, by offering them varied and challenging work in their respective areas of expertise.
We are confident that although tumover is lower than in the previous years we have grown in market share in those areas that Brunei the Netherlands is active in.
Finding and selecting the right professional is more than ever a highly specialised activity. On the one hand, it requires a thorough knowledge of the candidate market and, on the other hand, an in-depth understanding of the clients' organisation and the specific positions that must be filled. In recent years Bmnel has invested substantially in the quality of its own organisation, particularly with regard to the knowledge and skills of recruiters and account managers. These roles are decisive for the degree to which Bmnel is capable of meeting, at any given time, the requirements of its own employees as well as clients needs. It has become clear that Brunei is well equipped for meeting the
requirements of the clients while maintaining the interests of our employees. In addition, considerable effort has been devoted to the efficient set-up of the back office which supports the commercial organisation. Brunei's Board of Directors sees the increase of market share in the Netherlands as validation that the investments are effective.
Brunei Engineering & IT, Brunei's largest business line in the Netherlands, is the leading supplier of highly qualified (university/ institute of technology) staff for the Dutch engineering and IT sector. We do foresee that in the years ahead, the shortage of qualified engineers and IT specialists, as we have seen in 2008, will return and Brunei will continue to benefit from its strong foothold in the market.
Brunei Finance has been affected the most by the economic crisis which started as a crisis at the financial institutions. The demand for temporary specialists by the financial institutions has not yet reached the levels as per the pre-crisis period, but due to additional efforts the number of fee eamers is starting to increase as of the third quarter of 2010.
Brunei Legal acts as an intermediary for lawyers to serve law firms, companies and government bodies. 2010 has been a difficult year in which the sudden drop in demand for flexible legal staff, that occurred in 2009, has not yet been restored.
Based on the clear, but fragile, growth visible in the last quarter of 2010 we are confident that our current foothold in the market will result in continued growth in both tumover as well as Ebit.
Brunei Germany provides its clients with highly qualified engineers, technicians and IT specialists. Brunei's specialists usually carry out their activities on a temporaiy basis. In addition to traditional secondment service, Brunei Germany provides consultancy, project management and interim services. It operates in the automotive, IT, aerospace, mechanical and plant engineering, rail systems and shipbuilding segments. Brunei Germany's headquarters are in Bremen. The company has sales offices in 32 locations from which services are provided to the client and (candidate) employees.
| 2010 | 2009 | % | |
|---|---|---|---|
| Net tumover | 110,710 | 105,735 | 5% |
| Gross profit | 42,279 | 36,309 | 16% |
| Gross margin | 38.2% | 34.3% | |
| Other income | -2,100 | -100% | |
| Operating profit (EBIT) | 8,234 | 1,415 | 482% |
| EBIT percentage | 7.4% | 1.3% | |
| Total average direct workforce | 1,248 | 1,315 | -5% |
| Total average indirect workforce | 278 | 307 | -9% |
In 2010 Brunei Germany's tumover increased, compared to 2009, by 5% to Euro 111 million. In the same period gross profit increased by 16% to Euro 42 million and the gross margin increased from 34% to 38%.
In addition a reversal of Euro 2 million other income, generated in 2008, had to be accounted for in 2010.
Overhead costs decreased, in the year under review, by Euro 3 million. The Ebit for the year amounts to Euro 8 million, up Euro 7 million compared to 2009.
Bmnel Germany has made an impressive turnaround in 2010. The German economy, which is relying strongly on the automotive and mechanical engineering industiy, has driven part of this growth but new management has contributed considerably in streamlining the commercial organisation. During the year 2010 turnover increased structurally and turnover in the fourth quarter exceeds turnover in the same period in 2009 by 28%.
The results of the restructuring that commenced at the end of 2009 are twofold. Idle time was reduced strongly in 2010 resulting in a higher productivity and gross margin. Gross margin improved from 34% to 38%. In addition overhead costs were reduced by decreasing the number of indirect staff at the end of
In 2010 a cost of Euro 2 million is reported as other income. This relates to the reversal of part of the book gain from the divestment of IMG in 2008. Part of the selling price was based on an eam-out formula, that as a result of the economic situation, could not be achieved.
Brunei Germany operates in the top end of the German market limiting its own engineering activities without compromising the quality label Bmnel developed over the years. New management recognises the value of having a centre of excellence to attract both clients as well as highly qualified and motivated engineers. Brunei Germany offers a layered provision of specialist services. The traditional temporary deployment of engineers constitutes the main activity in terms of the volume of services provided. The services package is complemented by consultancy, interim activities and project management know-how. This structure enables Bmnel Germany to provide advice and support to its clients across a broad spectrum of specialisations. The German market for technical project management and secondment continues to grow strongly year on year as Germany is fast catching up with the rest of Europe in terms of making its labour market more flexible.
In line with the performance during 2010 we expect further growth in 2011. The German economy has proven its strength in 2010 by acting as the engine of the recovery of the economy in Europe and all signs indicate continued growth of the economy and further improvement of the market conditions with an increasing flexibility of the German labour market.
Bmnel Belgium is a dynamic company that specialises in providing engineers and IT specialists with it's headquarters in Mechelen.
Tumover was affected slightly by the economic downturn in 2009 but growth picked up in 2010, in line with the developments in Germany. In Belgium the Brunei organisation has, also a result of management changes, developed into a sound, effective organisation.
IT-related activities offer opportunities in a variety of sectors for the coming years and Engineering services mainly operate in the constmction and petrochemical sectors.
X Euro 000
| 2010 | 2009 | ||
|---|---|---|---|
| Net tumover | 21,336 | 20,653 | 3% |
| Gross profit | 4,456 | 4,082 | 9% |
| Gross margin | 20.9% | 19.8% | |
| Operating profit (EBIT) | 959 | 471 | 104% |
| EBIT percentage | 4.5% | 2.3% | |
| Total average direct workforce | 255 | 245 | 4% |
| Total average indirect workforce | 32 | 32 | 0% |
Bmnel Belgium has developed in line with Germany. The number of fee eamers started increasing again during 2010 and as a result the average direct workforce increased by 4%. Net tumover developed in line with this increase with 3%. In line with prior years Bmnel Belgium succeeded in reducing idle time further and hence gross margin improved slightly to 21 %.
In line with the outlook for the Dutch and German market we expect further growth of turnover in 2011.
Brunei Energy provides high-quality specialist personnel to the international oil and gas industry in its upstream and downstream sectors. In addition, the company provides project management and consultancy services. Brunei Energy's core business is the provision of white-collar specialists. With regard to the offshore constmction element of the industry, however, project staffing with (semi-) blue-collar workers is a complementary activity that Brunei Energy has developed in order to be able to provide total solutions to our clients. Our clients are predominantly major operating companies and intemational engineering or constmction companies.
Brunei Energy provides a combination of project management support, project engineering support, construction supervision, vendor inspection and recruitment and selection. The scope of services are provided at various phases of a project ranging from exploration to production, construction to maintenance and decommissioning, upstream and downstream.
Brunei Energy operates from 40 offices throughout 30 countries. Main offices are located in Bangkok, Glasgow, Houston, Kuala Lumpur, London, Moscow, Paris, Perth, Rotterdam, Singapore and the United Arab Emirates. This global network of offices is unique in the market in which Brunei Energy operates.
X Euro 000
| 2010 | 2009 | ||
|---|---|---|---|
| Net turnover | 454,176 | 473,240 | -4% |
| Gross profit | 58,575 | 60,651 | -3% |
| Gross margin | 12.9% | 12.8% | |
| Operating profit (EBIT) | 19,984 | 29,742 | -33% |
| EBIT percentage | 4.4% | 6.3% | |
| Total average direct workforce | 3,645 | 3,635 | 0% |
| Total average indirect workforce | 429 | 378 | 13% |
Compared to 2009 tumover of Brunei Energy decreased by 4% to Euro 454 million. Gross profit decreased by Euro 2 million to Euro 59 million. The gross margin remained stable at 13%. Overhead costs increased by 25% to Euro 39 million in 2010, Euro 8 million higher than in 2009 as a result of the investments in the organisation to enable future growth. Ebit decreased by 33% to Euro 20 million and the Ebit percentage decreased from 6.3% in 2009 to 4.4% in 2009. The average number of fee eamers in the year was stable at 3,645 in 2010. Over the years Bmnel Energy has developed into a truly global
player and a partner for virtually all major oil- and gas companies on the five continents where Brunei operates.
Throughout the years, Brunei has acquired extensive experience with regard to the payroll-processing of expatriates.
The company's presence and knowledge in this area adds unique value for its clients,
In 2010 Brunei Energy was faced with a tough comparison base as tumover in the preceding year included the turnover of some major projects that were completed at the end of 2009. In the last quarter of 2010 work commenced on two major projects. Kipper Tuna and Devils Creek, in Australia resulting in a record turnover level.
The recurring tumover, excluding project tumover and effects of the changes in exchange rates, increased by 5% compared to 2009,
The outlook in the oil and gas industry for 2011 is predominantly positive. The project turnover will further increase as a result of existing projects but also as a result of projects that are due to commence in the second half of 2011. We do recognise that the current instability in North Africa and the Middle East regions can have a negative effect on the development of the economy worldwide.
The members of the Board of Directors as required by section 5:25c, paragraph 2, under c of the Dutch Act on Financial Supeivision (Wet op Financieel Toezicht) confirm that to the best of their knowledge:
This annual report and the 2010 financial statements, audited by Deloitte Accountants B.V, have been presented to the Supervisory Board. The 2010 financial statements and the external auditor's report relating to the audit of the 2010 financial statements were discussed with the Audit Committee in the presence of the Board of Directors and the external auditor. The Supervisoiy Board endorses the recommendation of the Board of Directors that the General Meeting of Shareholders adopts the 2010 financial statements included in this annual report and the Board of Directors recommends the proposal to pay a cash dividend for the financial year of 2010 of Euro 0.80 per common share.
Amsterdam, 28 March 2011.
Jan Arie van Bameveld Rob van der Hoek
Chief Executive Officer Chief Financial Officer
Brunei Intemational N.V. is a public limited liability company. Its 12 May authorised capital is Euro 5 million, divided into 99.8 million 12 May ordinary shares and one priority share. The par value of the 16 May ordinary shares is Euro 0.05 each. The par value of the priority 26 May share is Euro 10,000. 19 August
On 31 December 2010 the number of outstanding shares was 2 November 23,246,312. A total of 125,000 option rights were exercised during the year under review. For all the option rights new shares were issued.
The priority share has not been issued.
In 2010, option rights were granted to the members of the Board of Directors, under the Articles of Association. A note explaining these grants is included in the Supervisory Board's remuneration report, which is available on the company's website. Several senior management members were also granted option rights.
According to the AFM register on notification of substantial holdings, Mr. J. Brand, the company's founder, directly or indirectly holds a capital interest of approximately 63%, with corresponding voting rights.
At the General Meeting of Shareholders, to be held on 12 May 2011, the Board of Directors will ask to approve the proposal to distribute a dividend for 2010 of Euro 0.80 per share, payable in cash.
| General Meeting of Shareholders |
|---|
| Trading update for the first quarter of 2011 |
| Ex-dividend listing |
| Dividend available for payment |
| Publication of the 2011 semi-annual figures |
| Trading update to the end of the third quarter of 2011 |
11
x EUR 000, before profit appropriation
| 2010 | 2009 | |||
|---|---|---|---|---|
| Non-current assets | ||||
| Goodwill (1) | 6,972 | 6,907 | ||
| Other intangible assets (2) | 5,277 | 5,314 | ||
| Property, plant and equipment (3) | 9,085 | 9,940 | ||
| Deferred income tax assets (12) | 6,298 | 5,692 | ||
| Other non-current assets | 1,000 | |||
| 27,632 | 28,853 | |||
| Current assets net of current liabilities | ||||
| Debtors and other receivables (4) | 190,882 | 145,561 | ||
| Income tax receivables (12) | 11,752 | 7,157 | ||
| Cash (5) | 63,924 | 73,157 | ||
| Total current assets | 266,558 | 225,875 | ||
| Current liabilities (6) | 83,737 | 67,916 | ||
| Income tax payables (12) | 7,805 | 5,502 | ||
| Total current liabilities | 91,542 | 73,418 | ||
| Working capital | 175,016 | 152,457 | ||
| Non-current liabilities | ||||
| Deferred income tax liabilities (12) | 454 | 453 | ||
| 202,194 | 180,857 | |||
| Group equity (7) | ||||
| Share capital | 1,162 | 1,156 | ||
| Share premium | 41,900 | 39,274 | ||
| Reserves | 133,725 | 108,826 | ||
| Unappropriated result | 25,178 | 31,062 | ||
| Minority interest | 229 | 539 | ||
| 202,194 | 180,857 | |||
| Balance sheet total | 294,190 | 254,728 |
| 2010 | 2009 | |||
|---|---|---|---|---|
| Net turnover | 720,924 | 738,437 | ||
| Direct personnel expenses (9) | 568,944 | 586,679 | ||
| Gross Profit | 151,980 | 151,758 | ||
| Other income and expense (8) | -2,100 | |||
| Indirect personnel expenses (9) | 68,877 | 63,082 | ||
| Depreciation (10) | 3,633 | 3,383 | ||
| Other general and administrative expenses (11) | 40,024 | 40,169 | ||
| Total operating costs | 112,534 | 106,634 | ||
| Operating profit | 37,346 | 45,124 | ||
| Exchange differences | 274 | -442 | ||
| Interest income | 740 | -21 | ||
| Financial income and expense | 1,014 | -463 | ||
| Result before tax | 38,360 | 44,661 | ||
| Tax (12) | 12,759 | 12,592 | ||
| Group result after tax | 25,601 | 32,069 | ||
| Net income for the year | 25,601 | 32,069 | ||
| Net income attributable to minority interest | -423 | -1,007 | ||
| Net income attributable to equity holders | ||||
| of the parent (ordinary shares) | 25,178 | 31,062 | ||
| Basic earnings per share in Euros (13) | 1.09 | 1.35 | ||
| Diluted eamings per share in Euros (13) | 1.08 | 1.34 |
| 2010 | 2009 | ||
|---|---|---|---|
| Net income | 25,601 | 32,069 | |
| Other comprehensive income | |||
| Exchange differences arising on translation of foreign operations | 12,196 | 4,211 | |
| Income tax relating to components of other comprehensive income | -790 | -558 | |
| Total other comprehensive income (net of tax) | 11,406 | 3,653 | |
| Total comprehensive income | 37,007 | 35,722 | |
| Attributable to: | |||
| Ordinaiy shareholders | 36,584 | 34,715 | |
| Minority interests | 423 | 1,007 | |
| Total comprehensive income | 37,007 | 35.722 |
| 2010 | 2009 | ||
|---|---|---|---|
| Cash flow from operational activities | |||
| Result before tax | 38,360 | 44,661 | |
| Adjustments for; | |||
| Depreciation (10) | 3,633 | 3,383 | |
| Other non cash expenses | 187 | -219 | |
| Interest received | -740 | 21 | |
| Share based payments | 980 | 774 | |
| Changes in: | |||
| Receivables (14) | -34,665 | 33,953 | |
| Current liabilities (15) | 12,478 | -1,681 | |
| Cash flow from operations | 20,233 | 80,892 | |
| Income tax paid (12) | -16,468 | -19,128 | |
| 3,765 | 61,764 | ||
| Cash flow from investments | |||
| Additions to property, plant & equipment (2,3) | -3,304 | -5,871 | |
| Disposals of property, plant & equipment (2,3) | 479 | 520 | |
| Acquisitions | -5,185 | ||
| Financial fixed assets | 36 | ||
| Interest received | 740 | -21 | |
| -2,085 | -10,521 | ||
| Cash flow from financing activities | |||
| Issue of new shares | 2,632 | 897 | |
| Aquisitions minority interests (16) | -185 | -322 | |
| Dividend minority interest | -552 | -1,207 | |
| Dividend ordinary shareholders | -18,545 | -18,417 | |
| -16,650 | -19,049 | ||
| Net decrease in cash | -14.970 | 32,194 | |
| Cash position at 1 Januaiy | 73,157 | 40,312 | |
| Exchange rate movements | 5,737 | 651 | |
| uasn position at o i uecemoer | 63,924 | 73,157 |
| RESERVES | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share | Un | Attributable | ||||||||
| Trans | based | appro | to ordinaiy | |||||||
| Share | Share | lation | pay | Treasury | Retained | priated | share | Minority | ||
| capital | premium | reserve | ments | shares | eamings | result | holders | interest | Total | |
| Balance at 1 January 2009 | 1,144 | 37,389 | -9,711 | 2,354 | 0 | 86,762 | 44,789 | 162,727 | 1,061 | 163,788 |
| Net income | 31,062 | 31,062 | 1,007 | 32,069 | ||||||
| Exchange differences arising on | ||||||||||
| translation of foreign operations | 4,211 | 4,211 | 4,211 | |||||||
| Income tax relating to components of | ||||||||||
| other comprehensive income | -558 | -558 | -558 | |||||||
| Total comprehensive income | 3,653 | 31,062 | 34,715 | 1,007 | 35,722 | |||||
| Cash dividend | -18,417 | -18,417 | -1,207 | -19,624 | ||||||
| Appropriation of result | 26,372 | -26,372 | ||||||||
| Share based payments | 774 | 774 | 774 | |||||||
| Option rights exercised | 892 | 897 | 897 | |||||||
| Issue of share capital | 993 | 1,000 | 1,000 | |||||||
| Acquisition of minority interest | -1,378 | -1,378 | -322 | -1,700 | ||||||
| Balance at 1 January 2010 | 1,156 | 39,274 | -6,058 | 1,750 | 0 | 113,134 | 31,062 | 180,318 | 539 | 180,857 |
| Net income | 25,178 | 25,178 | 423 | 25,601 | ||||||
| Exchange differences arising on | ||||||||||
| translation of foreign operations | 12,155 | 37 | 12,192 | 4 | 12,196 | |||||
| Income tax relating to components of | ||||||||||
| other comprehensive income | -790 | -790 | -790 | |||||||
| Total comprehensive income | 11,365 | 37 | 25,178 | 36,580 | 427 | 37,007 | ||||
| Cash dividend | -18,545 | -18,545 | -552 | -19,097 | ||||||
| Appropriation of result | 12,517 | -12,517 | ||||||||
| Share based payments | 980 | 980 | ||||||||
| Option rights exercised | 2,626 | 2,632 | 2,632 | |||||||
| Issue of share capital | ||||||||||
| Acquisition of minority interest | -185 | -185 | ||||||||
| Balance at 31 December 2010 | 1,162 | 41,900 | 5,307 | 2,730 | 0 | 125,688 | 25,178 | 201,965 | 229 | 202,194 |
Brunei Intemational N.V.'s main participations are listed below. These are included in the consolidated financial statements of Bmnel Intemational N.V. Without exception all these participations are, directly or indirectly, wholly-owned and Brunei has full or over half the voting power.
Brunei Nederland BV, Rotterdam Brunei Energy Holding BV, Rotterdam Brunei Energy Europe BV, Rotterdam Brunei ICT NV, Mechelen Brunei Engineering Consultants NV, Mechelen Bmnel Intemational UK Ltd, Glasgow Brunei GmbH, Bremen Car Synergies GmbH, Bochum Brunei Energy Dubai LLC, Dubai Brunei Oil & Gas Sen/ices WLL, Oatar Brunei International South East Asia Pte Ltd, Singapore Bmnel Technical Services, Re Ltd, Singapore Bmnel Energy Malaysia SDN BHD, Kuala Lumpur Bmnel Technical Seivices Thailand Ltd, Bangkok Brunei Energy (Thailand) Ltd, Bangkok Bmnel Energy Pty Ltd, Perth Brunei Technical Seivices Pty Ltd, Perth Brunei Energy Inc., Houston Brunei Energy Nigeria Ltd, Lagos Brunei Recruitment Kazachstan LLP, Atyrau Brunei Energy Canada Inc, Calgary Multec Canada Ltd, Toronto Bmnel Korea Ltd, Ulsan Brunei International France Sari, Paris Bmnel New Zealand Ltd, Perth
Brunei International N.V. is a public limited liability company domiciled in Amsterdam, the Netherlands and listed on the Euronext Amsterdam. The head office of the company is located in Amsterdam, the address is:
John M. Keynesplein 33 1066 EP Amsterdam The Netherlands
The consolidated financial statements of Bmnel include the company and its subsidiaries (together referred to as 'Bmnel') and Bmnel's interest in joint ventures. A summary of the main subsidiaries is included on page 50 of this report.
The financial statements were signed and authorised for issue by the Board of Directors and released for publication on 28 March 2011. The financial statements and the dividend proposal are subject to adoption by the General Meeting of Shareholders on 12 May 2011.
All the information in these financial statements is in thousands of Euro, unless stated otherwise.
Brunei's activities are mainly secondment, project management, recruitment and consultancy.
The financial statements have been prepared in accordance with Intemational Financial Reporting Standards (IFRS) as adopted by the European Union.
The following new and revised IFRSs have been adopted in these consolidated financial statements. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current and prior years but may affect the accounting for future transactions or arrangements.
•Amendments to IFRS 1: First-time Adoption of International Financial Reporting Standards - Additional Exemptions for First-time Adopters
•Amendments to IFRS 1 :First-time Adoption of International • Financial Reporting Standards - Additional Exemptions for
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
The consolidated annual accounts include the financial information of Bmnel Intemational N.V. and its subsidiaries. Subsidiaries relate to companies controlled directly or indirectly by Bmnel Intemational N.V.
These companies are listed on page 50. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of acquired or disposed companies are consolidated from the date of acquisition or sale, respectively.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified separately from Brunei's equity therein. Minority interests consist of the net equity value of those interests at the
date of the original business combination and the minority's share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority's interest in the subsidiary's equity are allocated against the interests of Brunei except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.
The financial information relating to Brunei Intemational N.V. is presented in the consolidated financial statements. Accordingly, in accordance with article 2:402 of the Netherlands Civil Code, the company financial statements only contain an abridged profit and loss account.
The book value of Brunei's assets is reviewed for impairment whenever events or changes in circumstances indicate that the book value may not be recoverable. In case of these events or changes in circumstances the recoverable value of the asset concerned is determined. If this is not possible, the recoverable amount of the cash-generating unit to which the asset belongs, is determined. For purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows. An asset is impaired if its book value is exceeding the recoverable value. The recoverable value is the higher of an asset's fair value less costs to sell and its value in use. The value in use is determined by means of the present value of estimated cash flow projections.
All business combinations are accounted for by applying the purchase method, When a company or business is acquired, the acquirer recognises goodwill as an asset. The asset recognised is measured as the excess of the cost of acquisition over the acquirer's interest in the fair value of assets, liabilities and contingent liabilities acquired. Impairment of goodwill will be tested at least annually. An impairment loss recognised for goodwill is not reversed in a subsequent period. Changes in ownership interests in subsidiaries that do not result in loss of control are dealt with in equity.
Software, plant, property and equipment are valued at historical cost less depreciation using the straight-line method over their expected useful life.
Financial assets are, depending on the nature of the asset concerned, valued at either amortised costs, using the effective interest method less impairment either the equity method.
Trade receivables are initially stated at fair value. Subsequent measurement is at amortised costs less provision for impairment. The other assets and liabilities are initially stated at cost.
All receivables and liabilities are classified as originated loans and receivables.
Balance sheet items denominated in foreign currencies are translated at the rates of exchange prevailing at the balance sheet date; profit and loss account items are translated at the average rates during the financial year.
Exchange differences due to the consolidation of foreign companies are charged or credited directly to the translation reseive. Share based payments are granted to the directors of the company and senior management. These option plans are settled in ordinary shares. The fair value of these share-based payments, calculated on grant date, is included in the indirect personnel expenses. The expenses are credited to equily for the same amount. The fair value is calculated based on the Black and Scholes option valuation model. At each balance sheet date, Bmnel revises its estimates of the number of options that are expected to become exercisable, taking into account the lapse of options and the conditional requirements. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity over the remaining period.
Net tumover relates to amounts charged to third parties during the financial year, excluding any taxes levied thereon. Revenues and costs are charged to the year in which the services are rendered.
Direct costs relate to costs attributed directly to the services provided, with personnel costs as the main cost item.
Retirement benefit costs: All pension plans prevailing within Brunei are defined contribution plans. Payments to these plans are charged as an expense as they fall due.
Leasing: Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Taxation: Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Brunei's liability for current tax is calculated using applicable rates.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
The cash flow statement has been prepared according to the indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accmals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows. The acquisition price of the acquired participations has been included in the cash flow from investment activities.
Operating segments have been identified on the basis of intemal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance. Information reported to the Group's chief operating decision maker is focussed at components engaged in providing sen/ices in a particular economic environment from those of other segments. A geographical segment is engaged in providing services in a particular economic environment which are subject to risks and returns that are different from those of segments operating in other economic environments.
Management makes estimates and assumptions concerning the future. These estimates and associated assumptions are based on historical experience and other factors, including expectations for future events that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates. The main uncertainties are applicable to estimations and assumptions used for impairment test of goodwill and determination of deferred tax assets. The differences are expected not to have a significant effect. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period or in the period of the revision and future periods if the revision affects both current and future periods.
Brunei manages its capital to ensure that entities in the group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The dividend policy of Bmnel is aimed at maximising the distributions to shareholders, while reseiving enough capital to ensure the ability to continue as a going concem and to fund planned growth. Bmnel's strategy is not to use any long-term credit lines. This typically leads to high solvency rates.
Brunei's activities are exposed to a variety of financial risks, including the effect of changes in debt and equity market prices, foreign currency exchange rates and interest rates. Brunei's overall risk management program focuses to minimise potential adverse effects on the financial performance of Bmnel. This program is implemented and carried out under policies approved by the Board of Directors.
Bmnel maintains sufficient cash to fund her ongoing operations. In addition there is the availability of funding through adequate credit facilities to minimise liquidity risk. Within Brunei derivative financial instmments are not used nor hedging activities undertaken.
Currency fluctuations affect the consolidated results, because a portion of the cash flow is generated in other currencies than the Euro. Brunei limits the foreign exchange risk by maintaining a back-to-back policy, meaning that the management strives to have both income and expenses to be generated locally in the same currency. Due to the back-to-back policy, the foreign exchange risk of Bmnel is limited to the exchange risk over the profits earned in foreign currencies. The foreign currencies that
can have a material effect on the income statement of Bmnel are the US dollar and the Australian dollar. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
| Liabilities | Assets | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| US dollar | 12,738 | 9,698 | 67,586 | 58,851 |
| Australian dollar | 10,613 | 7,133 | 41,664 | 31,058 |
| 23.351 | 16,831 | 109,250 | 89,909 |
The following table details the Group's sensitivity to a 10% increase and decrease in the Euro against the relevant foreign currencies. These percentages represent management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a change in foreign currency rates. The sensitivity analysis includes extemal loans as well as loans within the group , where the denomination of financial position is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit and other equity where the Euro weakens 10% against the relevant currency. For a 10% strengthening of the Euro against the relevant currency, there would be an equal and opposite impact on the profit and other equity, and the balances below would be negative.
| us dollar impact |
Australian dollar impact |
|||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Profit or loss | 362 | 440 | 192 | 580 |
| Other equity | 3,095 | 2,435 | 1,812 | 907 |
| Total Equity | 3,457 | 2,875 | 2,004 | 1,487 |
| Tumover | 15,393 | 13,661 | 10,251 | 14,442 |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. Brunei has no significant concentrations of credit risk. The most important balance sheet items that are imposed to credit risk are the trade and other receivables. The trade accounts receivable do include an allowance for bad debts, reference is made to note 4. Generally seivices are provided to large and financially strong companies. In order to minimise credit risk exposure, Bmnel intensively monitors the payment behavior of their clients. Other policies limit the amount of credit exposure to any financial institution. Despite these intemal procedures, uncollectible debts can not be mied out, but the risk of a material erosion of the operating profit is small. As per 31 December 2010 the largest receivable against a single counterparty amounted € 12.9 million.
Due to the nature of Bmnel's business the operating cash flows are substantially independent of changes in market interest rates. Interest coverage is the leading parameter in managing interest exposure. Due to the capital stmcture of Bmnel, the interest paid and received are immaterial amounts and hence no material interest rate risk applies.
X EUR 000, unless stated otherwise
Movements during the year under review:
| 2010 | 2009 | ||
|---|---|---|---|
| At cost at 1 Januaiy | 9,598 | 6,634 | |
| Accumulated impairment and exchange rate movements | -2,691 | -2,667 | |
| Balance at 1 January | 6,907 | 3,967 | |
| Changes in book value: | |||
| Additions | 2,964 | ||
| Exchange rate movements | 65 | -24 | |
| Balance at 31 December | 6,972 | 6,907 | |
| At cost at 31 December | 9,598 | 9,598 | |
| Accumulated impairment and exchange rate movements | -2,626 | -2,691 | |
| Balance at 31 December | 6,972 | 6.907 | |
| Goodwill has been allocated for impairment testing purposes to five individual cash generating units: |
|||
| Brunei Germany | 2,055 | 2,055 | |
| Brunei USA | 911 | 846 | |
| Falkenburger und partner GmbH | 789 | 789 | |
| Bmnel Commonwealth Resources | 253 | 253 | |
| Brunei Insurance & Banking | 2,964 | 2,964 | |
| 6.972 | 6,907 |
The recoverable amount of the main cash-generating units for which goodwill is capitalised is based on value in use. The value in use is determined by means of cash flow projections based on the actual operating results adjusted for non-cash items (mainly depreciation) and the expected future performance. The latter is based on management's estimates and assumptions of revenue growth and development of operating margins, assessed with extemal data. The forecasted cash flows have been derived from the budget 2011. The period taken into account is shorter than five years. Since the projected annual cash flows substantially exceed the canying value of goodwill no full calculation of the value in use has been made, nor has a sensitivity analysis been performed.
The value in use of the main cash-generating units resulted in no impairment compared to the carrying amount in 2010.
| The other intangible assets consist of the following: | 2010 | 2009 | |
|---|---|---|---|
| Software | 1,283 | 715 | |
| Trade name For All Finance | 965 | 965 | |
| Customer database For All Finance | 3,029 | 3,634 | |
| 5,277 | 5.314 |
Movements during the year under review:
| 2010 | 2009 | ||
|---|---|---|---|
| At cost at 1 Januaiy | 6,169 | 1,970 | |
| Accumulated depreciation | -855 | -1,181 | |
| Balance at 1 January | 5,314 | 789 | |
| Changes in book value: | |||
| Additions | 981 | 5,443 | |
| Disposals | -235 | -37 | |
| Depreciation | -986 | -815 | |
| Exchange rate adjustment | 203 | -66 | |
| Balance at 31 December | 5,277 | 5.314 | |
| At cost at 31 December | 6,782 | 6,169 | |
| Accumulated depreciation | -1,505 | -855 | |
| Balance at 31 December | 5,277 | 5,314 |
The depreciation rates are as follows:
• Customer database For All Finance: 15% per annum
Residual values are considered to be zero.
Movements during the year under review:
| 2010 | 2009 | ||
|---|---|---|---|
| At cost at 1 January | 17,145 | 16,595 | |
| Accumulated depreciation | -7,205 | -8,948 | |
| Balance at 1 January | 9,940 | 7,647 | |
| Changes in book value: | |||
| Additions | 2,323 | 5,330 | |
| Additions through acquisitions | 96 | ||
| Disposals | -244 | -483 | |
| Depreciation | -2,647 | -2,568 | |
| Exchange rate adjustment | -287 | -82 | |
| Balance at 31 December | 9,085 | 9,940 | |
| At cost at 31 December | 18,830 | 17,145 | |
| Accumulated depreciation | -9,745 | -7,205 | |
| Balance at 31 December | 9,085 | 9,940 | |
| 2010 | 2009 | ||
| Office equipment | 6,988 | 7,648 | |
| Computer systems | 810 | 870 | |
| Other | 1,287 | 1,422 |
9,085
9,940
Depreciation rates: 20-40% per annum.
No leased items are included in property, plant and equipment.
Residual values are considered to be zero.
The book value equals the estimated fair value of the assets.
| 2010 | 2009 | ||
|---|---|---|---|
| Trade accounts receivable | 151,311 | 111,464 | |
| Prepayments and accmed income | 35,437 | 28,967 | |
| Other receivables | 4,134 | 5,130 | |
| 190,882 | 145.561 |
All receivables have an expected term of less than one year. The book value of these receivables equals the fair value,
The amount of trade accounts receivable above includes an allowance for bad debts. The movement in this allowance is as follows:
| 2010 | 2009 | ||
|---|---|---|---|
| Balance at 1 January | 6,673 | 6,613 | |
| Amounts written of during the year | -525 | -2,742 | |
| Change in allowance recognised in result | 64 | 2,961 | |
| Exchange rate movements | 171 | -159 | |
| Balance at 31 December | 6.383 | 6,673 |
Ageing of impaired and past due trade receivables is as follows:
| 2010 | 2009 | ||
|---|---|---|---|
| 60-90 days - past due, not impaired | 4,129 | 5,217 | |
| 90-120 days - past due, not impaired | 1,061 | 1,892 | |
| 120+ days - past due, and impaired | 6,856 | 7,886 | |
| Total | 12,046 | 14,995 |
The specific credit terms granted vary from 14-90 days. These terms are based on the general terms and conditions of Bmnel's primary segmentation and/or specific agreements with individual customers.
This item consists mainly of bank balances, part of which € 1.6 (2009: € 1.2) million, is not freely disposable on grounds of issued bank guarantees.
| 2010 | 2009 | ||
|---|---|---|---|
| Trade payables | 21,548 | 11,954 | |
| Taxes and social security charges | 24,892 | 21,977 | |
| Pensions | 669 | 438 | |
| Accrued employee expenses | 20,533 | 14,860 | |
| Other liabilities and accmed expenses | 16,095 | 18,687 | |
| 83,737 | 67,916 |
Practically all liabilities have an expected term of less than one year. The majority of trade payables are due within a range of 0 - 45 days. The majority of the other liabilities and accmed expenses are due within a range of 60-18 0 days. The book value of these liabilities equals the fair value.
The authorised capital is € 5,000,000 divided into one priority share with a nominal value of € 10,000 and 99.8 million ordinary shares with a nominal value of € 0.05. The subscribed capital consists of 23,246,312 ordinary shares (2009: 23,121,312) with a value of €1,162,315.60.
The movement in the number of issued shares is:
| 2010 | 2009 | ||
|---|---|---|---|
| Issued at 1 January | 23,121,312 | 22,884,979 | |
| Issue of shares | 125,000 | 236,333 | |
| Issued at 31 December | 23,246,312 | 23,121,312 |
Further information is provided in the consolidated statement of changes in Group equity on page 49 of this report. In 2009 the cash dividend per share was € 0.80. The proposed dividend for 2010 will be € 0.80 per share.
The movement in minority interest is as follows:
| 2010 | 2009 | ||
|---|---|---|---|
| Balance at 1 January | 539 | 1,061 | |
| Result for the year | 423 | 1,007 | |
| Dividend | -552 | -1,207 | |
| Acquisition of minority interest | -185 | -322 | |
| Exchange rate movements | 4 | ||
| Balance at 31 December | 229 | 539 |
The interest in one of the associates was expanded from 80% to 100% in June 2010. The purchase price is paid in 2010. The share in the assets and liabilities acquired as a result of this transaction is as follows:
The consideration paid for the acquisition of the 20% minority interest in Bmnel Commonwealth Resources is calculated as follows:
| Cash | 226 | |
|---|---|---|
| Receivables | 873 | |
| Other assets | 57 | |
| Current liabilities | -971 | |
| Minority interest at transaction date | 185 | |
| Goodwill | 0 | |
| Consideration paid | 185 | |
Outstanding options:
| Year granted | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | Total |
|---|---|---|---|---|---|---|---|
| Weighted average exercise price in Euros | 11.65 | 22.90 | 24.37 | 15.50 | 8.27 | 26.19 | |
| Outstanding at 31 December 2008 | 81,500 | 137,500 | 160,000 | 410,000 | 0 | 0 | 789,000 |
| Granted in 2009 | 647,000 | 647,000 | |||||
| Exercised in 2009 | -53,500 | -53,500 | |||||
| Forfeited in 2009 | -3,000 | -7,500 | -22,500 | -18,000 | -152,500 | -203,500 | |
| Outstanding at 31 December 2009 | 25,000 | 130,000 | 137,500 | 392,000 | 494,500 | 0 | 1,179,000 |
| Granted in 2010 | 592,000 | 592,000 | |||||
| Exercised in 2010 | -25,000 | -70,000 | -30,000 | -125,000 | |||
| Forfeited in 2010 | -5,000 | -12,500 | -32,000 | -13,500 | -22,000 | -85,000 | |
| Outstanding at 31 December 2010 | 0 | 55,000 | 95,000 | 360,000 | 481,000 | 570,000 | 1,561,000 |
| Directors at 31 December 2009 | |||||||
|---|---|---|---|---|---|---|---|
| J.A. van Barneveld | 25,000 | 25,000 | 25,000 | 40,000 | 50,000 | - | 165,000 |
| R. van der Hoek | - | - | - | - | 35,000 | - | 35,000 |
| Range of exercise prices in Euros | 11.65 | 22.90 | 23.77 | 15.50 | 7.40-19.30 | - |
| 190,000 |
|---|
| 45,000 |
The options granted to personnel are conditional and linked to performance targets for the year of allocation. Options can be exercised three years after being granted on condition that the employee is still in the seivice of the company. The method of settlement can be sale of treasury shares or share issue.
The options granted to the Board of Directors are conditional, meaning that they can be exercised after three years on condition that the applicable board member still holds the position.
The option valuation model to calculate the fair value of the options is the Black and Scholes model. This model is based on historical volatility over the past three years, a dividend policy of 0.5% and calculates an interest of 3.0%.
The weighted average exercise price of options exercised in 2010 amounts to € 26,52.
The reference dates are the date of granting, and precisely three years later. As per 31 December 2010 only the 2006 and 2007 outstanding options can be exercised.
Brunei has entered into long-term non-cancellable commitments under rent and lease contracts. Bmnel leases all of its offices under operating lease arrangements. Some of the arrangements include renewal options. Other lease commitments relate to company cars for which operational lease arrangements apply with commitments up till four years.
| 2010 | 2009 | ||
|---|---|---|---|
| Expire in year 1 | 10,526 | 9,334 | |
| Expire in year 2-5 | 18,928 | 18,972 | |
| Expire in year 6 and later | 4,830 | 5,811 | |
| 34,284 | 34,117 |
When Brunei sold IMG in 2008 it was contractually agreed that the sales price would partly depend on IMG's Ebit during 2009 and 2010, with a maximum of € 3 million. Consequently a long-term receivable of € 2.1 million was included in the 2008 accounts. IMG was hit by the economic downtum from which it has not yet recovered. This has resulted in not achieving the above mentioned Ebit target. This development forced Bmnel to write off the receivable.
The profit and loss account includes the following amounts:
| 2010 | 2009 | ||
|---|---|---|---|
| Salaries | 457,189 | 470,408 | |
| Social charges | 30,028 | 30,517 | |
| Pension charges | 8,198 | 9,615 | |
| 495,415 | 510,540 |
A total of € 435 million of the above amounts is included in the direct cost of tumover (2009: € 454 million). The pension scheme is classified as defined contribution.
The directors' remunerations charged to the results in 2010 (2009) are set out below:
| Salary | Bonus | Pension | Share based payments |
Total |
|---|---|---|---|---|
| 400 (350) | 250 (200) | 162(148) | 299(41) | 1,111 (739) |
| 325(118) | 125 (40) |
(17) 49 |
60(87) | 559 (262) |
| 45 (40) | 0 | 0 | 0 | 45 (40) |
| 40 (30) | 0 | 0 | 0 | 40 (30) |
| 35 (25) | 0 | 0 | 0 | 35 (25) |
• Mr. van Bameveld has 50,782 shares in the company, in addition to 190,000 conditional share options.
The costs for depreciation in the profit and loss account consist of:
| 2010 | 2009 | ||
|---|---|---|---|
| Other intangible assets (2) | 986 | 815 | |
| Property, plant and equipment (3) | 2,647 | 2,568 | |
| 3,633 | 3,383 |
The 2010 other general and administrative expenses include for € 9.9 million (2009: € 8.6 million) of rental costs and leasing costs.
| Audit costs | Deloitte Account- ants BV |
member firms/ affiliates |
Total 2010 |
Deloitte Account- antsBV |
member firms/ affiliates |
Total 2009 |
|
|---|---|---|---|---|---|---|---|
| Audit fees | 125 | 491 | 616 | 106 | 378 | 484 | |
| Audit related fees | 1 | 152 | 153 | 3 | 3 | ||
| Tax advisory fees | 221 | 221 | 25 | 174 | 199 | ||
| Other non-audit fees | 26 | 26 | 36 | 15 | 51 | ||
| 126 | 890 | 1.016 | 167 | 570 | 737 |
| Tax (income)/expense | 12.759 | 12,592 | |
|---|---|---|---|
| Deferred tax (income)/expense | -174 | -663 | |
| Current tax (income)/expense | 12,933 | 13,255 | |
| 2010 | 2009 |
In 2010, the effective tax rate on the result before tax is 33.3% (2009: 28.2%). The effective tax rate is strongly affected (+ 3.9% - pt) by the derecognition of part of the deferred tax asset.
The reconciliation between the actual tax expense and the tax expense based on the Dutch corporate income tax rate is as follows:
| 2010 | 2009 | ||
|---|---|---|---|
| Income tax at Dutch corporation income tax rate | 9,782 | 11,389 | |
| Permanent differences: | |||
| Difference with foreign tax rates | 1,204 | 794 | |
| Adjustment previous years | 45 | -666 | |
| Derecognition Deferred Tax Asset | 1,503 | ||
| Non taxable items | 449 | 596 | |
| Tax losses not recognised as deferred tax asset (in previous years) | -148 | 521 | |
| Other taxes | -76 | -42 | |
| Effective tax charge | 12,759 | 12,592 |
The Dutch corporate income tax rate was 25.5% in both 2010 and 2009.
The movements of the tax assets and liabilities can be summarised as follows:
| Current | Deferred | Total | ||
|---|---|---|---|---|
| Balance at 1 January | ||||
| Tax asset | 7,157 | 5,692 | 12,849 | |
| Tax liability | -5,502 | -453 | -5,955 | |
| 1,655 | 5,239 | 6,894 | ||
| Movements during the year | ||||
| Paid/Received | 16,468 | 16,468 | ||
| Through Profit and loss | -12,933 | 174 | -12,759 | |
| Through equity | -790 | -790 | ||
| Exchange rate adjustment | -453 | 431 | -22 | |
| 2.292 | 605 | 2,897 | ||
| Balance at 31 December | ||||
| Tax asset | 11,752 | 6,298 | 18,050 | |
| Tax liability | -7,805 | -454 | -8,259 | |
| 3.947 | 5,844 | 9,791 |
During the financial year an amount of € 790 was charged directly to the shareholders' equity (2009: € 558) as deferred tax relating to foreign exchange results recorded directly in the shareholders' equity.
The deferred tax assets originate from accumulated tax losses, foreign tax credits and temporary differences. Recognition of these assets is based on the forecasted results for the relevant group companies.
The deferred tax liabilities relate to retained earnings in foreign subsidiaries which will be subject to Dutch corporate income tax once distributed to the relevant parent company.
| 2010 | 2009 | ||
|---|---|---|---|
| Weighted average number of ordinary shares | |||
| for the purpose of basic eamings per share | 23,183,812 | 23,003,146 | |
| Effect of dilutive potential ordinaiy shares from share based payments | 160,000 | 155,000 | |
| Weighted average number of ordinary shares | |||
| for the purpose of diluted earnings per share | 23,343,812 | 23,158,146 | |
| Net income for ordinaiy shareholders in Euros | 25,178,000 | 31,062,000 | |
| Basic earnings per share in Euros | 1.09 | 1.35 | |
| Diluted earnings per share in Euros | 1.08 | 1.34 |
The majority of the items on the consolidated cash flow statement are, on an individual basis cross-referenced to the relevant notes on the consolidated profit and loss account and balance sheet. For the remainder of the material items, the reconciliation between amounts included in the consolidated cash flow statement and related amounts in profit and loss account and balance sheet is shown below.
| 2010 | 2009 | ||
|---|---|---|---|
| Balance at 1 January | 145,561 | 173,800 | |
| Change in allowance for bad debts | -461 | 219 | t |
| Change in receivables | 34,665 | -33,953 | |
| Acquisitions | 1,115 | ||
| Exchange rate movements | 11,117 | 4,380 | |
| Balance at 31 December | 190,882 | 145,561 |
| 2010 | 2009 | ||
|---|---|---|---|
| Balance at 1 January | 67,916 | 65,875 | |
| Change in current liabilities | 12,478 | -1,681 | |
| Acquisitions | 4,269 | ||
| Exchange rate movements | 3,343 | -547 | |
| Balance at 31 December | 83,737 | 67,916 |
The total consideration paid for Brunei Commonwealth Resources is € 185.
Included under receivables are amounts payable by legal entities that are affiliated to the majority shareholder Mr. Jan Brand; these total € 0 (2009: € 13) and concem primarily invoiced rents and service charges. Included under other operating expenses is an amount of € 79 (2009: € 79) paid as consultancy fee to the majority shareholder of Bmnel Intemational N.V.
x EUR 000, unless stated otherwise
The reportable segments are identified at components engaged in providing seivices that are subject to risks and retums that are different from those of other segments in a geographical overview of these activities. The Energy division supplies engineers, project management and consultancy services to oil and gas companies and related industries. As the Energy operations are similar in the nature of the products and services, the type of customers and the methods used to provide the services, a further stratification of this segment is not deemed to be useful.
| Gross profit Turnover Operating profit |
|||||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||
| Netherlands | 132,890 | 139,155 | 46,092 | 50,572 | 12,220 | 15,393 | |
| Worldwide Energy | 454,176 | 473,240 | 58,575 | 60,651 | 19,984 | 29,742 | |
| Germany | 110,710 | 105,735 | 42,279 | 36,309 | 8,234 | 1,415 | |
| Other regions | 23,148 | 20,307 | 5,034 | 4,226 | -675 | -261 | |
| Unallocated | -2,417 | -1,165 | |||||
| 720,924 | 738,437 | 151,980 | 151,758 | 37.346 | 45,124 |
| Balance sheet total | Investment in FA | Depreciation | |||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||
| Netheriands | 55,492 | 53,337 | 524 | 3,963 | 1,565 | 1,235 | |
| Worldwide Energy | 174,114 | 146,427 | 1,747 | 1,048 | 872 | 718 | |
| Germany | 37,514 | 36,454 | 401 | 363 | 936 | 1,143 | |
| Other regions | 27,070 | 18,510 | 632 | 593 | 260 | 287 | |
| 294,190 | 254,728 | 3,304 | 5,967 | 3,633 | 3.383 |
| External liabilities | ||
|---|---|---|
| 2010 | 2009 | |
| Netherlands | 20,112 | 23,266 |
| Worldwide Energy | 47,458 | 36,896 |
| Germany | 10,168 | 8,265 |
| Other regions | 13,804 | 4,991 |
| 91,542 | 73,418 |
The total number of direct and indirect employees with the group companies is set out below:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Netherlands | 1,408 | 308 | 1,585 | 338 | |
| Worldwide Energy | 3,645 | 429 | 3,635 | 378 | |
| Germany | 1,248 | 278 | 1,315 | 307 | |
| Unallocated | 278 | 62 | 245 | 44 | |
| 6,579 | 1,077 | 6,780 | 1.067 | ||
| Total workforce | 7,656 | 7.847 |
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Netherlands | 1,529 | 312 | 1,482 | 314 | |
| Worldwide Energy | 4,382 | 423 | 3,314 | 386 | |
| Germany | 1,433 | 282 | 1,173 | 273 | |
| Unallocated | 340 | 65 | 244 | 44 | |
| 7,684 | 1.082 | 6,213 | 1.017 | ||
| Total workforce | 8,766 | 7,230 |
Other segment information provides an oven/iew of the activities with regard to professional specialisation.
| Turnover | Gross profit | Operating profit | |||||
|---|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||
| Engineering | 193,369 | 191,493 | 71,866 | 68,051 | 19,342 | 13,965 | |
| Energy | 454,176 | 473,240 | 58,575 | 60,651 | 19,984 | 29,742 | |
| ICT | 46,114 | 46,448 | 13,535 | 13,706 | 2,400 | 3,486 | |
| Unallocated | 27,265 | 27,256 | 8,004 | 9,350 | -4,380 | -2,069 | |
| 720,924 | 738,437 | 151,980 | 151,758 | 37,346 | 45,124 |
| Balance sheet total | Investment in FA | Depreciation | ||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| Engineering | 70,117 | 50,405 | 806 | 853 | 1,101 | 1,281 |
| Energy | 174,114 | 146,427 | 1,747 | 1,048 | 872 | 718 |
| ICT | 15,813 | 7,136 | 41 | 310 | 110 | 149 |
| Unallocated | 34,146 | 50,760 | 710 | 3,756 | 1,550 | 1,235 |
| 294,190 | 254,728 | 3,304 | 5.967 | 3,633 | 3.383 |
The total number of direct and indirect employees with the group companies is set out below:
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Engineering | 2,144 | 415 | 2,262 | 435 | |
| Energy | 3,645 | 429 | 3,635 | 378 | |
| ICT | 498 | 78 | 520 | 82 | |
| Unallocated | 292 | 155 | 363 | 172 | |
| 6.579 | 1,077 | 6,780 | 1,067 | ||
| Total workforce | 7.656 | 7,847 |
| 2010 | 2009 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Engineering | 2,443 | 426 | 2,109 | 399 | |
| Energy | 4,382 | 423 | 3,314 | 386 | |
| ICT | 544 | 77 | 496 | 77 | |
| Unallocated | 315 | 156 | 294 | 155 | |
| 7,684 | 1.082 | 6.213 | 1.017 | ||
| Total workforce | 8.766 | 7,230 |
| 2010 | 2009 | ||
|---|---|---|---|
| Non-current assets | |||
| Other intangible assets | 470 | 33 | |
| Property, plant & equipment | 78 | 123 | |
| Financial assets (17) | 142,160 | 111,411 | |
| Deferred tax income assets | 93 | 1,614 | |
| 142,801 | 113,181 | ||
| Current assets net of current liabilities | |||
| Debtors and other receivables (18) | 63,496 | 61,184 | |
| Income tax receivables | 5,204 | 6,364 | |
| Cash | 9,109 | 11,414 | |
| Total current assets | 77,809 | 78,962 | |
| Current liabilities (19) | 13,643 | 10,149 | |
| Income tax payables | 4,557 | 1,231 | |
| Total current liabilities | 18,200 | 11,380 | |
| Working capital | 59,609 | 67,582 | |
| Non-current iiabilites | |||
| Defferred income tax liabilities | 445 | 445 | |
| 201,965 | 180,318 | ||
| Shareholders' equity (20) | |||
| Share capital | 1,162 | 1,156 | |
| Share premium | 41,900 | 39,274 | |
| Reserves | 128,418 | 114,884 | |
| Translation reserve | 5,307 | -6,058 | |
| Unappropriated result | 25,178 | 31,062 | |
| 201.965 | 180.318 | ||
| Balance sheet total | 220.610 | 192,143 | |
| 2010 | 2009 | ||
|---|---|---|---|
| Result on participations (21) | 25,621 | 29,728 | |
| Other income and expenses | -443 | 1,334 | |
| Net result | 25,178 | 31,062 |
X EUR 000, unless stated otherwise
The financial statements of Brunei International N.V. have been prepared using the option of section 362 of Book 2 of the Netheriands Civil Code, meaning that the accounting principles used are the same as for the consolidated financial statements. Foreign currency has been translated, assets and liabilities have been valued and net income has been determined, in accordance with the principles of valuation and determination of income on pages 52 and 53.
Subsidiaries of Brunei International N.V. are accounted for using the equity method.
| 2010 | 2009 | ||
|---|---|---|---|
| Balance at 1 January | 111,411 | 98,194 | |
| Changes in book value | |||
| Capital contributions and acquisitions | 11 | -29 | |
| Liquidations | -6 | ||
| Profit for the year | 25,621 | 29,728 | |
| Dividend payment | -6,200 | -18,424 | |
| Acquisition minority interest | -1,378 | ||
| Other movements | -220 | -68 | |
| Exchange rate movements | 11,537 | 3,394 | |
| Balance at 31 December | 142,160 | 111,411 |
| 2010 | 2009 | ||
|---|---|---|---|
| Group companies | 62,532 | 60,961 | |
| Other receivables | 964 | 223 | |
| 63,496 | 61,184 |
| 2010 | 2009 | ||
|---|---|---|---|
| Group companies | 12,153 | 8,871 | |
| Other liabilities | 1,490 | 1,278 | |
| 13.643 | 10,149 |
Composition of and changes in shareholders' equity:
| Translation | Unapro | |||||||
|---|---|---|---|---|---|---|---|---|
| reserve | priated | |||||||
| Share | Share | General | (legal | result/nesult | T oy | Toted | ||
| capital | premium | reserve | reserve) | financial year | 2010 | 2009 | ||
| Balance at 1 January | 1,156 | 39,274 | 114,884 | -6,058 | 31.062 | 180.318 | 162,727 | |
| Exchange differences result | 37 | 11,365 | 11,402 | 3,653 | ||||
| Result financial year | 25,178 | 25,178 | 31,062 | |||||
| Cash dividend | -18,545 | -18,545 | -18,417 | |||||
| Appropriation of result | 12,517 | -12,517 | ||||||
| Share based payments | 980 | 980 | 774 | |||||
| Option rights exercised | 6 | 2,626 | 2,632 | 897 | ||||
| Issue of share capital | 1,000 | |||||||
| Acquisition minority interest | -1,378 | |||||||
| Balance at 31 December | 1,162 | 41,900 | 128,418 | 5.307 | 25,178 | 201,965 | 180,318 |
In the year under review the cash dividend paid per share was € 0.80. The proposed dividend for 201 0 to be paid out in 2011 will be € 0.80 per share.
Information on outstanding options is provided in the notes to the consolidated balance sheet. The details on the composition of and changes in the shareholders' equity of 201 0 are disclosed in the consolidated statement of changes in equity.
| 2010 | 2009 | ||
|---|---|---|---|
| Profit group companies (17) | 25,621 | 29,728 | |
| 25,621 | 29,728 |
The company has guaranteed the liabilities for its Dutch participations Bmnel Nederland B.V. and Bmnel Energy Holding B.V. Guarantees to the amount of € 0.7 million (2009: € 0.7 million) have been provided for foreign participations. Bmnel Intemational N.V. forms a tax group with a number of its Dutch subsidiaries for the purposes of corporate income tax and VAT, making the holding severally liable for the tax liabilities of the tax group.
Amsterdam, 28 March 2011
The Board of Directors Drs. J.A. van Bameveld RA Drs. R. van der Hoek
Mr. J.E. Jansen Drs. A. Schouwenaar Ir. D. van Doorn
12
Article 26.2 The Board of Directors determines the part of the Company's profits which will be added to the reserves, subject to the approval of the holder of the priority* share. Article 26.3 The remaining part of the Company's profits is at the disposal of the shareholders for distribution of profit.
It is proposed to the General Meeting of Shareholders that a dividend of Euro 0.80 per share will be paid.
*) Pursuant to Article 4.3, as long as the priority share is not subscribed, the rights attached to this share are exercised by the General Meeting of Shareholders.
We have audited the accompanying annual accounts 2010 of Brunel Intemational N.V, Amsterdam. The annual accounts include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at December 31, 2010, the Consolidated profit and loss account, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise the company balance sheet as at December 31, 2010, the company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.
The Board of Directors is responsible for the preparation and fair presentation of these financial statements in accordance with Intemational Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the report from the board of directors in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore the board of directors is responsible for such intemal control as it determines is necessaiy to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 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 assessments, the auditor considers intemal control relevant to the entity'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 opinion on the effectiveness of the entity's intemal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a tme and fair view of the financial position of Bmnel Intemational N.V. as at December 31,2010 and of its result and its cashflows for the year then ended in accordance with Intemational Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.
In our opinion, the company financial statements give a tme and fair view of the financial position of Brunei Intemational N.V. as at December 31,2010 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the report from the board of directors, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the report from the board of directors, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code.
Rotterdam, 28 March 2011
Deloitte Accountants B.V.
K.G. Tan RA
| 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | 2000 | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit | |||||||||||
| Net tumover | 720.9 | 738.4 | 714.2 | 579.9 | 499.1 | 390.8 | 312.7 | 245.7 | 204.7 | 210.5 | 214.5 |
| Gross margin | 152.0 | 151.8 | 167.0 | 136.3 | 115.3 | 88.4 | 67.8 | 55.7 | 48.8 | 58.9 | 64.8 |
| Operating profit | 37.3 | 45.1 | 62.1 | 51.2 | 35.3 | 23.5 | 10.9 | 2.8 | -7.6 | 3.9 | 0.9 |
| Result before tax | 38.4 | 44.7 | 62.5 | 51.3 | 35.3 | 24.1 | 11.3 | 3.4 | -6.8 | 5.9 | 2.3 |
| Extraordinary income and | |||||||||||
| expenses before tax | -1.4 | -0.3 | -2.5 | ||||||||
| Group result after tax | 25.6 | 32.1 | 45.6 | 36.9 | 24.2 | 16.0 | 7.5 | 2.2 | -4.4 | 3.8 | 1.0 |
| Net income | 25.2 | 31.1 | 44.8 | 36.1 | 26.3 | 15.9 | 7.4 | 2.2 | -4.4 | 3.8 | 1.0 |
| Cash flow (net profit + | |||||||||||
| depreciations/ impairment) |
29.2 | 35.5 | 48.0 | 39.2 | 29.7 | 18.7 | 11.0 | 5.4 | 6.3 | ||
| Depreciation of tangible | -1.2 | 3.6 | |||||||||
| fixed assets and amortisation | 3.6 | 3.4 | 3.2 | 3.1 | 3.0 | 2.8 | 4,1 | 3.2 | 3.2 | 2.5 | |
| Additions to tangible fixed | 2.6 | ||||||||||
| 5.3 | 4.0 | 4.3 | 4.5 | 1.4 | 7.8 | 4.4 | 2.7 | ||||
| assets | 2.3 | 2.5 | 1.9 | ||||||||
| Workforce | |||||||||||
| Average over the year | 7,656 | 7,847 | 7,904 | 7,248 | 6,148 | 4,796 | 3,984 | 3,499 | 3,419 | 3,516 | 4,003 |
| Balance sheet information | |||||||||||
| Non-current assets | 27.6 | 28.9 | 19.6 | 17.3 | 15.1 | 6.4 | 5.5 | 8.1 | 10.7 | 6.9 | 5.4 |
| Working capital | 175.0 | 152.5 | 144.6 | 118.6 | 99.0 | 90.3 | 73.9 | 68.3 | 64.9 | 78.0 | 77.4 |
| Group equity | 202.0 | 180.9 | 163.8 | 135,4 | 113.6 | 96.7 | 79.4 | 75.8 | 75.0 | 81.8 | 80.2 |
| Balance sheet total | 294.2 | 254.7 | 235.4 | 197.9 | 178.5 | 150.3 | 118.9 | 106.4 | 100.1 | 113.0 | 105.9 |
| Ratios | |||||||||||
| Change in tumover on | |||||||||||
| previous year | -2.4% | 3.4% | 23.2% | 16.2% | 28.0% | 25.0% | 27.3% | 20.1% | -2.8% | -1.4% | -9.6% |
| Gross profit/net tumover | 21.1% | 20.6% | 23.4% | 23.5% | 23.1% | 22.6% | 21.7% | 22.7% | 23.9% | 28.0% | 30.2% |
| Operating profit/net turnover | 5.2% | 6.1% | 8.7% | 8.8% | 7.1% | 6.0% | 3.4% | 1.2% | -3.7% | 1.9% | 0.4% |
| Group result/net tumover | 3.6% | 4.3% | 6.4% | 6.3% | 4.8% | 4.1% | 2.3% | 0.9% | -2.2% | 1.8% | 0.5% |
| Group equity/total assets | 68.7% | 71.0% | 69.6% | 68.5% | 63.6% | 64.4% | 66.7% | 71.3% | 75.0% | 72.3% | 75.7% |
| Current assets/current | |||||||||||
| liabilities | 2.91 | 3.08 | 3.03 | 2.91 | 2.54 | 2.69 | 2.87 | 3.27 | 3.65 | 3.77 | 4.35 |
| Shares (in euros) | |||||||||||
| Eamings per share | 1.09 | 1.35 | 1.96 | 1.59 | 1.16 | 0.70 | 0.33 | 0.10 | -0.19 | 0.17 | 0.04 |
| Shareholder's equity per | |||||||||||
| share | 8.69 | 7.82 | 7,16 | 5.93 | 5.00 | 4.27 | 3.49 | 3.35 | 3.32 | 3.61 | 3.54 |
| Dividend per share | 0.80 | 0.80 | 0.80 | 0.70 | 0.50 | 0.30 | 0.15 | 0.10 | - | 0.11 | 0.11 |
| Highest price | 29.63 | 23.83 | 18.55 | 26.66 | 34.94 | 18.00 | 9.00 | 5.60 | 5.83 | 5.20 | 12.40 |
| Lowest price | 19.46 | 7.01 | 8.10 | 14.86 | 16.95 | 8.65 | 4.86 | 2.35 | 2.35 | 3.06 | 3.65 |
| Closing price at 31 December | 29.49 | 23.45 | 8.55 | 16.35 | 26.00 | 18.00 | 9.00 | 4,90 | 3.13 | 3.95 | 3.95 |
Prior to transition date (1 January 2005) the data have not been adjusted to IFRS.
John M, Keynesplein 33 1066 EP Amsterdam The Netherlands T+31 20 312 5000 F+31 20 312 5099 [email protected]
John M. Keynesplein 33 1066 EP Amsterdam T+31 20 312 5000 F+31 20 312 5099 [email protected]
Kroonpark 2 6831 GR Amhem T+31 26 379 2120 F+31 26 327 3308 [email protected]
Rivium 1 ste straat 121 2909 LE Capelle aan den IJssel T+31 10 266 6400 F+31 10 266 6379 [email protected]
Keulenstraat 6 C 7418 ET Deventer T+31 570 682 800 F+31 570 682 899 [email protected]
Dr. Holtroplaan 35 5652 XR Eindhoven T+31 402 578 000 F+31 402 578 279 [email protected]
Hengelosestraat 555 7521 AG Enschede T+31 534 786 013 F+31 880 022 836 [email protected]
Rozenburglaan 1 9727 DL Groningen T+31 505 209 710 F+31 503 184 565 [email protected]
Wolga 9 2491 BK The Hague T+31 703 265 157 F +31 703 201 450 [email protected]
Herculesplein 92 3584 AA Utrecht T +31 302 727 474 F+31 302 316 530 [email protected]
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Strahlenberger StraBe 110-112 63067 Offenbach am Main T+49 69 153 930 10 F+49 69 153 930 120 [email protected]
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22 Buckingham Gate London SW1E 6LB T +44 207 931 7900 F +44 207 931 8345 [email protected]
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Room 1003, 10/F Chung Sheung Bldg 9 Oueen Victoria Street Central, Hong Kong T +65 6532 2480 F +65 6532 2536 [email protected]
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Graha Mampang, Lt. 5 Jalan Mampang Prapatan RayaNo. 100 Jakarta 12760 T+62 217 988 833 F+62 217 988 980 [email protected]
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Brunei Energy Kuwait W.L.L. Office 3, Waha Mall Dajeej Area, Farwania T +965 2433 7398 F +965 2433 7952 [email protected]
Maari St. (Beside Corinthea Hotel) Building #3, Apt. #10 Tripoli T+218 2133 70325 F+218 2133 70325 [email protected]
25.2, Level 25 Menara Standard Chartered 30 Jalan Sultan Ismail 50250 Kuala Lumpur T+60 321 443 451 F+60 327132 283 [email protected]
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70 Shenton Way # 12-02 Marina House Singapore 079118 T +65 6532 2480 F +65 6532 2536 energy@brunel .com. net
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Office No 601, 6th Floor Al Falah Building Opposite to Al Falah Plaza, Muroor Road Abu Dhabi T+971 2642 9994 F+971 2642 9996 [email protected]
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