Annual Report • Apr 20, 2016
Annual Report
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Brunel International N.V. Annual Report 2015
2 AR '15 3
| 2 | Corporate profile | 10 | |
|---|---|---|---|
| 3 | Financial highlights 2015 | 14 | |
| 4 | Report from the Supervisory Board | 18 | |
| 5 | Report from the Board of Directors | 32 | |
| 4 AR '15 | Business model | 5 35 |
|
| Organisational structure and specialism | 38 | ||
| Sustainability and material issues | 41 | ||
| Business environment | 48 | ||
| Growth strategy | 50 | ||
| Risks, risk management and | |||
| control systems | 63 | ||
| Corporate governance | 82 | ||
| Performance | 88 | ||
| 6 | The Brunel share | 98 | |
| 7 | Annual accounts 2015 | 104 | |
| 8 | Additional information | 170 | |
| 9 | Independent auditor's report | 174 | |
| 10 | Group financial record | 188 | |
| 11 | Worldwide offices | 192 | |
Colophon 198
have made considerable investments in recent years in our organisation, our people, our processes and our systems. An organisation that is now solid and ideally positioned to grab an even bigger slice of the market.
We are going through exciting times, with the market undergoing all sorts of changes. Our clients continue making ever greater demands on us, in terms of both the type and quality of services they receive. It is in this area more than any that we see opportunities, and it is here where we must focus our energy.
It is difficult times like these in particular that make us stronger as a company and ultimately more successful. Because success is down to the quality of your people, and the collaborations and choices you make as a team. Which is why I would like to thank every
member of our team — that is, every Bruneller — for all you have achieved last year under tough, tough circumstances, and the incredible effort that you all continue to put in.
I wish each and every one of you success in the times ahead. Times that will be challenging, for sure, but also rich with opportunities for companies prepared to grab them. And it is precisely because I believe so strongly in the strength, resilience and flexibility of the Brunel team that I am confident about the road ahead.
Jan Arie van Barneveld CEO
After years of on-going organic growth in both sales and profitability, developments in the price of oil made 2015 a particularly challenging year for Brunel.
An important part of our services is focused on the Oil & Gas market and during the year customers have cancelled, terminated or postponed a number of new and existing projects.
Obviously this has meant less call for our services during this period, so we are now working hard to adapt the business to this new reality. We will need to organise ourselves in a leaner, smarter and more flexible way, with a sharp eye on market developments and an open ear for the needs of our customers. Though we do not expect to see any immediate recovery in this
In Europe we have 50 offices spread across the six countries where we are active: Germany, The Netherlands, Belgium, Switzerland, Austria and the Czech Republic. And our services are geared to projects in a wide variety of sectors including Automotive, Aerospace, Rail, Telecom, Embedded Software, IT and Financial Services.
market over the short-term, we have confidence in the strength of our organisation and that makes us optimistic about the opportunities of any long-term developments in the global Oil & Gas market will bring us. 8 AR '15 9
Following a period of restructuring, we have seen a positive revenue trend since the second half of 2015. And with a growth rate exceeding 10% in the last quarter, you could say the outlook for 2016 is rosy. We
Brunel serves the world market from two main perspectives. On the one hand, we aim our services at specific global business lines. Examples include our focus on the worldwide Oil & Gas industry, and on the international automotive, rail, aerospace, telecom and pharmacy sectors. On the other hand, we focus on traditional
secondment in Europe, and more specifically Germany, The Netherlands, Belgium, Czech Republic and Austria.
Brunel was founded in 1975 by the graduated engineer Jan Brand. Starting with the placement of a single fellow engineer, the foundation was laid for what became a global provider of business services that specialises in the flexible placement of professionals. Over the years, the company has continued to grow and diversify, but has always maintained Jan Brand's original focus: placing highly qualified, mainly technical, specialists. 12 AR '15 13
In everything we do, we follow our firmly-rooted cultural values: eagerness, result-driven and operational excellence. This allows us to provide added value for clients in both business and government sectors, by meeting their knowledge and project capacity needs in a highly effective way. Brunel stands out from its competitors through its superior services, which center on high-quality account management and recruitment management, and our in-depth knowledge of the relevant market segments and related disciplines.
Today Brunel is an international group with a strong global brand. Operating from its own international network of 104 branch offices in 37 countries, we have over 11,000 employees and an annual turnover of EUR 1,229 million (2015).
Brunel International N.V. is listed on Euronext Amsterdam and included in the Amsterdam Small Cap Index (AScX).
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| Profit | |||||
| Revenue | 1,228.9 | 1,386.6 | |||
| Gross Profit | 230.0 | 249.0 | |||
| Other income | |||||
| Operating costs | 173.9 | 174.3 | |||
| Operating profit (EBIT) | 56.1 | 74.7 | |||
| Result before tax | 56.7 | 75.4 | |||
| Tax | 19.1 | 26.4 | |||
| Group income | 37.6 | 48.9 | |||
| Financial highlights 2015 | Net income | 37.1 | 48.4 | ||
| EUR million, unless stated otherwise | Ratios | ||||
| Change in revenue on previous year | -11.4% | 8.0% | |||
| Gross margin | 18.7% | 18.0% | |||
| Operating profit / Revenue | 4.6% | 5.4% | |||
| Group income / Revenue | 3.1% | 3.5% | |||
| 16 AR '15 | Balance | 17 | |||
| Working capital | 310.4 | 290.8 | |||
| Group equity | 347.7 | 328.3 | |||
| Balance sheet total | 479.4 | 492.6 | |||
| Net cash flow | 53.1 | 29.7 | |||
| Ratios | |||||
| Shareholder's equity / total assets | 72.5% | 66.5% | |||
| Current assets / current liabilities | 3.42 | 2.81 | |||
| Workforce | |||||
| Employees total (average) | 12,495 | 13,725 | |||
| Employees indirect (average) | 1,601 | 1,624 | |||
| Employees total (year end) | 11,554 | 13,549 | |||
| Employees indirect (year end) | 1,503 | 1,668 | |||
| Shares in EUR Earnings per share |
0.75 | 0.99 | |||
| Shareholders equity per share | 6.96 | 6.64 | |||
| Dividend per share | 1.50 | 0.70 | |||
| Highest price | 20.65 | 26.00 | |||
| Lowest price | 12.95 | 12.73 | |||
Earnings per share 0.75 0.99 Shareholders equity per share 6.96 6.64 Dividend per share 1.50 0.70 Highest price 20.65 26.00 Lowest price 12.95 12.73 Closing price at 31 December 16.80 13.60
The Supervisory Board considers the development and succession of senior management, the company's strategy, the current turmoil in the Oil & Gas sector and sustainable growth in turnover and profitability to be among its key areas of focus.
Besides the periodical financial performance reviews, topics discussed during the year under review were risk assessment and risk management, the group's working capital, cash position, dividend policy and the development of operations that have been started up in the last couple of years. These discussions included presentations by the Board of Directors on strategy, operations and financial
performance. Progress regarding the company's IT strategy and infrastructure, investments and corporate tax rate development were also reviewed. The discussion on the strategy also included utilising the global network outside the Oil & Gas industry.
The solvency ratio of the company is 73% and the cash position is healthy. The objective to fund the projected organic growth from its own resources is achievable.
The national and international laws and regulations relating to the company cover areas such as employment, work permits, health & safety, foreign exchange and taxes. The Supervisory
Board has discussed how compliance with relevant laws and regulations can be ensured. Non-compliance is reported via the periodic consultation with the Supervisory Board. The Supervisory Board obtains information from the Board of Directors regarding the extent and nature of various regulations and how compliance is monitored internally.
The financial statements and the notes thereto have been audited by PricewaterhouseCoopers Accountants N.V. who provided an unqualified audit opinion. The Supervisory Board supports the proposal of the Board of Directors to declare a dividend of EUR 0.75 per share and additionally a super dividend of EUR 0.75 per share. 20 AR '15 21
The financial statements will be presented at the General Meeting of Shareholders on 17 May 2016. We recommend the General Meeting of Shareholders to adopt the financial statements and discharge the members of the Board of Directors.
We hereby present the report of the Supervisory Board for the year 2015
Chairman (b.1948, male, Dutch)
Annual General Meeting of Shareholders in May, 2006
CURRENT TERM: 2014 – 2018
OTHER DIRECTORSHIPS:
Chairman of the Supervisory Board of Coöperatieve Rabobank Oosterschelde; Member of the Supervisory Board of A-ware Food Group B.V.
Drs. A. (Aat) Schouwenaar Vice Chairman
(b. 1946, male, Dutch)
CURRENT TERM: 2015-2017
FORMER MAIN DIRECTORSHIP: Chairman of the Management Board and CEO of Endemol B.V.
Chairman of the Supervisory Board of Holland Casino; Vice Chairman of the Supervisory Board of Asito Dienstengroep S.E. and Docdata N.V.; Member of the Supervisory Board of Stadion Amsterdam N.V.
Drs. Ing. J. (Jan) Bout Supervisory Director, (b. 1946, male Dutch)
Extraordinary General Meeting of Shareholders on 15 November 2012
CURRENT TERM: 2012 - 2016
OTHER DIRECTORSHIPS: Member of the Supervisory Board of Haskoning DHV Groep B.V.
In deviation of article III.3.5 of the Dutch corporate governance code, because of his expertise and the phase Brunel is in, the General Meeting of Shareholders on 30 April 2015 reappointed Mr. Schouwenaar for an additional term of two years in addition to his term of fourteen years.
Although there is currently no female representation on the
In 2015 the Supervisory Board held five scheduled meetings, all of which were attended by the entire Board of Directors and Supervisory Board. The Supervisory Board further held two closed meetings that were not attended by the Board of Directors.
According to the guidelines of the Code, Brunel is not obliged to set up separate auditing, remuneration and selection & appointments committees. However Brunel has had an Audit
The members of the Supervisory Board are appointed for a term of four years and may thereafter be reappointed. They can remain on the board for up to twelve years from the date of their first appointment. Candidates nominated for appointment or reappointment must meet the criteria as shown in the drawn-up profile. It will be proposed to the General Meeting of Shareholders on 17 May 2016 to reappoint Mr. Bout for his second term of four years on the Supervisory Board. 22 AR '15 23
Committee since 2001 and has opted to retain the structure. The complete Supervisory Board also serves as the Remuneration and Selection & Appointments Committees. By-laws and terms of reference for both the Supervisory Board and its committees are posted on the company's website.
The performance of the Board of Directors as a whole, and of its individual members, was reviewed.
At a private meeting, the Supervisory Board reflected on its own performance and that of its individual members. In its own estimation, and in accordance with article III.2.1. of the Dutch Corporate Governance code, the Supervisory Board consists of independent
Corporate governance structure
The Board of Directors and Supervisory Board are responsible for compliance with the Dutch Corporate Governance Code ('the Code') and maintaining the corporate governance structure. They are collectively accountable towards these issues to the General Meeting of Shareholders. Once a year, compliance with the
best practice provisions of the Code is discussed with the Board of Directors.
Compliance with the Code is described in this report in the section 'Corporate governance'. During 2015 no relevant changes occurred to the corporate governance structure. Brunel is
studying the draft revision of the Code recently issued by the Monitoring Commission Corporate Governance to determine whether changes in the corporate governance structure need to be made.
short term variable component and long term variable component.
weighted equally. The quantitative targets (budget, sales, margin, profitability, EBIT and control of working capital) reflect the financial parameters considered by the Supervisory Board to be critical with regard to the realisation of Brunel's strategic objectives.
The Supervisory Board ensures that the targets agreed are both challenging and realistic. For commercial and competition-related considerations, Brunel does not wish to publish the targets that have been agreed. The short term bonus may not exceed 75% of the fixed annual salary of the CEO. For other board members the maximum bonus opportunity is 50% of the fixed annual salary. 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 members of the Board of Directors and determines the associated pay-out.
The board members have been compensated for the cap of the maximum amount of "pensionable income" at EUR 100,000 that came into effect at 1 January 2015. The expected saving on pension premium for Brunel has been added to the salaries of the board members. This addition is not taken into account when calculating the bonus.
The remuneration report outlines the remuneration policy, provides a description of implementation of the remuneration policy in 2015, and sets out the remuneration of the members of the Board of Directors. The remuneration policy and remuneration report are posted on the company's website.
The Supervisory Board selects the external auditors. The Audit Committee has a supervisory role regarding the integrity of the internal and external financial
The base annual salary is assessed periodically against a group of comparable enterprises. Before appointing the new board members, an independent benchmark was performed by an external HR consultancy agency. 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 are assigned prior to the relevant year 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 are 24 AR '15 25
members and has a balanced composition of knowledge and experience.
This committee assesses remuneration, including the shortterm and long-term bonuses of the members of the Board of Directors; prepares the remuneration report; and oversees the remuneration policy of the company. Before appointing the new board members, a benchmark analysis has been performed by an external consultancy agency. The results of this benchmark were utilised in the determination of the compensation and the targets for the board.
The remuneration policy remained unchanged. The long term variable component has been changed from an option scheme to a stock appreciation rights (SAR) scheme.
The Supervisory Board believes that the remuneration policy expedites the short-term operational performance and long-term objectives of the company, and provides appropriate incentives to achieve the strategic goals.
The remuneration of new members of the Board of Directors is compliant with the One-Tier Board Act ('Wet Bestuur & Toezicht'), including the applicable requirements for claw back procedures on bonus.
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 going rates in the international labour market and are fine-tuned using data from
companies which are similar to Brunel 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 is determined by reference to the scenario analysis carried out and with due regard for the pay differentials within the company. In determining the level and structure of the remuneration of 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 three components: base salary,
Committee if deemed necessary.
In 2016, the need to implement an internal audit function within Brunel will be considered again. In previous evaluations, it was concluded that there currently is no need to install an internal
audit function. Considerations in this evaluation were that reliable financial information is ensured by (l) reliable administration and management information systems, monitored by regional financial controllers, (ll) increased visits from central management, (III) uniform worldwide IT systems and (lV) extended scope for external audits using locally based nativespeaking audit personnel.
During 2015 the Supervisory Board also discussed with the Board of Directors the updated risk assessment that was performed by the Board of Directors in cooperation with commercial management and the regional financial controllers. This concerns risks associated with the strategy and the nature of the business, and the way that the Board of Directors monitors the design and operation of the internal risk management
systems. Risk assessment and risk management systems are being further embedded in the reporting structure to support decision-making and achieving of strategic objectives in the coming years. The operational and strategic risks related to the company are described in the section 'Risks, risk management and control systems' of this annual report.
In 2011 a start was made with the implementation of the strategy 'One Brunel, One IT'. As of March 2014, all entities of Brunel use the secured global workplace for access to the network and applications.
of controllers in Amsterdam in the department Corporate Finance & Control (CFC). Core competences are auditing, reporting and controlling, and the majority of the team has worked with a big four audit firm before joining Brunel. Besides group reporting, CFC performs internal audit activities, both in desk top reviews and during visits. All entities are visited by a member of CFC at least once every two years, and significant or high risk entities are visited multiple times in a year. CFC also provides the group with accounting manuals and updates on internal control procedures. The members of CFC report directly to the Board of Directors, primarily the CFO and have the possibility to meet with the Audit 26 AR '15 27
In 2015, the IT strategy was discussed, as well as the transfer of the responsibilities from the project organisation to the support organisation after finalisation of the main IT projects.
reports of the company, risk management, and information technology. The Supervisory Board, the Board of Directors and the external auditor are represented in the Audit Committee.
The Audit Committee met five times in 2015: prior to the publication of the full-year 2014 figures, prior to announcing the quarterly results and to discuss the external auditor's audit plan for 2015 and interim findings. The discussion on the scope of the audit included the key audit matters as identified by PricewaterhouseCoopers N.V.: working capital, recovery of compensable tax losses, compliance with laws and regulations and IT implementations. On request of the Audit Committee, a presentation on cyber security was given by Pricewaterhouse-Coopers N.V., including the relevant audit findings on this matter. In addition, the Audit Committee's chairman, Mr. Bout, held meetings with the CFO on an ongoing basis. Mr. Bout reported the committee's findings to all members of the Supervisory Board.
Recurring items for the Audit Committee meetings such as risk assessment and risk management, internal controls, compliance with laws and regulations, and the quality of the finance function were discussed. Regarding the ongoing IT implementations, segregation of duties was discussed, since sufficient segregation of duties within the IT applications is a condition to replace more manual controls by automated controls. Furthermore, the performance of the commercial team, that monitors and strengthens contractual risk management, has been evaluated.
It will be proposed to the Annual Shareholders Meeting on 17 May 2016 that PricewaterhouseCoopers Accountants N.V. will be our external auditor for the annual accounts of 2016.
From an internal control perspective, Brunel is organised in regions (Oil & Gas) and countries (Europe). In each region and country, a financial controller is responsible for internal control for the activities in his/her area. These financial controllers meet with the CFO on a monthly basis. Furthermore, compensation and hiring/ dismissal of these financial controllers is the responsibility of the CFO in order to provide sufficient independence towards local general managers. Besides the local controllers, Brunel has an independent team
The Supervisory Board discussed with the Board of Directors how to take into account the interests of shareholders as well as the issues raised by shareholders at the last Annual General Meeting of Shareholders. The Supervisory Board believes that the company acted in a constructive and careful way regarding the shareholders' interests.
The Audit Committee has discussed the annual accounts, annual report, management letter and risk management policy with the Board of Directors and the external auditor. The Supervisory Board assessed the independence of the auditor. It was concluded that threats to independence are absent. The Supervisory Board believes that the external auditor provided the Supervisory Board with all relevant information in order to exercise its supervisory responsibilities. 28 AR '15 29
The main items included in the auditor's board report are:
The Supervisory Board approved the operational and financial objectives of the company, and also approved the strategy designed to achieve the objectives and the preconditions associated with that strategy.
The Supervisory Board endorsed the Board of Directors' efforts on Corporate Social Responsibility (CSR) and the particular aspects that are relevant to the enterprise.
Furthermore, no matters occurred which under the law, the statutes or the Code require the approval of the Supervisory Board.
Conflicts of interest
In 2015, no matters occurred involving conflicts of interest of directors, Supervisory Board Members, shareholders and/or external auditors that are of material significance to the company and/or the respective directors, members, shareholders and/or external auditors. Information on related party transactions is included under note 20 to the annual accounts. 30 AR '15 31
Amsterdam, 4 March 2016
The Supervisory Board
D. van Doorn Chairman A. Schouwenaar Vice Chairman J. Bout
Brunel offers top quality account management and recruitment management, meeting stringent compliance & safety standards in every location in which our clients operate. Our Brunel Europe division is a specialist in the flexible labour market with the expertise of Engineering, Automotive, Finance, IT, Legal and Pharma recruitments and services in The Netherlands, Germany, Belgium and other European countries. On the other hand, Brunel Oil & Gas division has established a global network of business lines based on the regions and locations with developed oil fields and their associated business. This division is expanding its services by also becoming a project resourcing specialist and unleashing the full potential of our global infrastructure by also looking into other related sectors such as mining, renewable energy and construction.
For clients and projects, Brunel is a service and solution partner. We help them to get the job done and to provide them the access to a flexible and specialised knowledge base in order to meet the rising global service demand and break down today's technical boundaries.
For specialists and candidates, we are their growth facilitator. Specialists constantly look for assignments in their area of expertise in order to realise their career potential. They need a facilitator connecting them to challenging projects and to take care of the administration and operational process so they can focus on developing the skills which they progress towards distinction. At the same time, Brunel provides specialists the opportunities to excel through assignments and to develop cutting-edge experience.
Clients & Projects - Seek qualified brainpower to tackle technical challenges
Specialists - Seek employment and career development
Brunel - Operational excellence
Brunel strives to create value for all the people directly and indirectly involved in our business. Our sustainable business growth engine has been constructed with an effective strategy at its core. The essence of our growth strategy is to compete in attractive businesses in which our distinctive resources – Brunel's brand, positioning, infrastructure, capabilities and people, contribute to our competitive advantages. Our business is unique in its quality, size and diversity. It is built on an effective business
People
process, world class IT infrastructure, operational excellence and dedicated staff to maximise value for our clients, specialists and investors alike. It is important that we continue to enhance our culture of compliance, with which the management is continuously engaged. A winning culture is the cornerstone of everything we do, underpinning our competitive advantages in the international market. In today's ever-changing environment, moving forward requires Brunel continues evolving to ensure we remain a market leader. 36 AR '15 37
a specialist
Capabilities for
Worldwide operations with global - Global database of talents and
scale of efficienty
Brunel's organisation is built around our culture of business excellence and leads directly to the attraction and treatment of specialists. Having access to the right knowledge and experience is essential to Brunel. By developing close-working relationships in the spirit of partnering, Brunel is able to fully
11,000 specialists placements every year 1,500 new candidates attraction every week 1,000 permanent recruitment on an annual basis 1 centralised global database of 700,000 candidates with 190 nationalities
40 years of working experience with clients from more than 35 areas of specialisms
understand and appreciate clients' and specialists' needs throughout the full project life cycle. We provide added-value via the tailor-made solutions and short lines of communication which enable us to respond quickly and accurately to their needs, wherever in the world. 38 AR '15 39
1 flat networked organisation of 1500 indirect employees 104 branch offices in 37 countries across 6 continents connected with 1 global IT network
6 regional hubs – Amsterdam, Bremen, Houston, Qatar, Rotterdam, Singapore to facilitate 2 operation divisions – Brunel Oil & Gas and Brunel Europe
1 shared unique, strong and effective Brunel culture. In everything we do, we follow our firmly rooted cultural values of entrepreneurship, a result-driven approach and operational excellence
Sustainability lies in the heart of our strategy and operations. Because of the nature of our business, 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. Therefore, sustainability not only means creating sustainable financial returns for shareholders, but also providing sustainable value for other stakeholders as a knowledge partner, a resource provider, a growth facilitator and contributing to society as a major force of employment creation in the economy. In Brunel, we see sustainability as an integration result of maintaining an effective growth strategy and operating as a socially responsible business.
With regard to sustainability, we have implemented a set of principles and partnership focuses defined in the CSR policy (available at www.brunelinternational.net). We mainly focus on the aspects that are related to work in the broadest sense: Brunel's role in the labour market as a reflection of society, promoting working environment that focuses on the safety, health, education and personal development of our people, participating in a wide range of sponsoring activities for sport and health, human rights and fighting life-threatening diseases at both an international level and local level.
We are currently in the process of developing our sustainability framework which integrates materiality assessment into growth strategy, risk management and governance. Understanding our stakeholders is the starting point of the materiality assessment process. We engage with a diverse group of stakeholders with varying perspectives and opinions to
understand their needs and expectations and to gain insights. The chosen stakeholder groups are shown in the matrix on the left page.
Importance / impact: The degree of the mutual importance/ impact that the stakeholder group and Brunel have on each other
Influence: Brunel's influence on the stakeholder group's decision making
The materiality assessment process is followed by identifying potential material topics categorised in the social, economic and environmental domains. We went through detailed analysis of the strategic priorities, the study of all reports submitted for board or executive discussion, key business risk factors and identified opportunities, employee surveys, all formal and informal stakeholder
feedback and integrated corporate social responsibility policy. We have identified and prioritised the main sustainability issues that are material to both internal and external stakeholders based on the strategic impact on the business, importance to stakeholders and the social, economic and environmental impact of each topic in the value chain. These issues are captured in a materiality matrix and have been adopted by the Board of Directors.
account and embed them in wider business processes. During our daily operation, we follow up with stakeholders to get feedback on the material
topics reported. The strategic and operational responses to these material issues are reported in the following sections in this annual report.
Risks, risk management and control system From the prospective of sustainabiliy
HR functions results in efficiency gains, especially in many immature markets around the world, the outsourcing of recruitment of skilled employees is continued. Moreover, clients are seeking for a total offering or a broader range of services from fewer suppliers. On one hand, these behaviours and trends put more pressure on smaller suppliers to operate and compete in the market; on the other hand, organisations like Brunel are setup and prepared for these changes which is in
fact a growth opportunity for us.
The worldwide competition is increasing, (1) the big generic manpower companies, who are working towards specialisation and (2) the global niche players, who already have or are working towards global coverage. In The Netherlands and Belgium the top players have considerable market shares, whereas the market in Germany is more fragmented. Moreover
there is an increase in offering staffing services via internet and social media. We seize such trend as an opportunity to proactively use technology and sharpen our corporate image to further differentiates us from the competition. We also expect further consolidation (Mergers & Acquisitions) amongst our competitors in the Oil & Gas sector.
The regulatory environment in the Dutch job markets has become stricter with regarding to flexible labour and the providers of staffing/HR services. This change has direct impact on the costs for our clients particularly in the short term. In emerging markets of our business the legal systems are in varying stages of development, which increases our compliance costs and risks. Within Brunel, the building of "Culture of Compliance" is continued and we are proactively increasing the
organisation's awareness of business conduct standards, anti-bribery & corruption practices, and safety management.
Our business is operating in a world of constant changes. We keep monitoring the following business environment indicators:
The overarching macroeconomics in Europe are favourable to our business. We are likely to see an upcycle and a further recovery for the next years with a modest growth rate. Demand for temporary and permanent staff tends to increase when GDP grows and productivity gains, specifically, when the economy picks up companies firstly increase their flexible capacity. Therefore the positive economic conditions are likely to contribute to our margins and growth.
In the coming year the oil majors are expected to continue reducing their capex budgets and consolidating suppliers
position in the long run.
which have direct impact on the significant oil job losses worldwide and such losses are bound to have a lasting impact. In the short term, the trend has a direct negative impact on Brunel Energy's headcount development, revenue and profitability in all regions. However it is the right time for Brunel Oil & Gas to improve efficiencies to strengthen our market position and proactively partner with our clients to help them realise their strategic priorities. Furthermore, the market trends clearly indicate an increase in technical complexity for projects going forward. This means the competence and expertise of the specialists must more closely be fitted to the project. This is exactly in which Brunel Oil & Gas excels thanks to our advanced global IT infrastructure. Therefore we are confident in Brunel's market 48 AR '15 49
There has been a clear trend of increased flexibility and greater mobility among candidates. Moreover the mismatch between the profiles in demand by companies and the candidates with the right competencies and the level of education has been growing. For Brunel, actively adopting technology in hiring and recruitment process has been and will still be an effective way to improve our productivity.
Clients are seeking to add flexibility to their workforce by employing skilled people on a contract or project basis; the larger clients e.g. in the Oil & Gas industry, continue to enforce stricter compliance rules, combined with complex tendering procedures and price pressure. As clients increase focus on core activities and they realise that outsourcing certain
Achieving operational excellence
structure for growth
Regardless of the uncertain and dynamic environment we are operating in, Brunel has always maintained its growth strategy as a priority. It is vital that we make wise choices about where and how to compete in order to grow at a reasonably fast pace as a specialist in both the global market and lucrative niches.
To grow successfully and sustainably, we must at the very least meet the following three conditions:
° improve our organisational and IT infrastructures continually
Profitability & growth - Governance & external relationships
technology, legislations and laws and our peers. The proactive approach further specialised our business lines and we are able to better fulfil and anticipate customers' requirements, intensifying
cooperation and innovation with them. Specialisation as such attracts more clients in a field of increasing technical complexity and higher requirements on specialists. Deepening these verticals brings us in niches
where such advantages put us ahead of the competition, and brings in higher margins.
Strategic objective: Concentrating on profitable growth
Growth formula - directions for growth:
Brunel has a balanced business combination of Brunel Oil & Gas and Brunel Europe which can provide strong financial and operation results in different market conditions. In the past 40 years, Brunel has developed a global infrastructure connecting all continents. All our offices are connected
To increase the specialised and professionalised nature of Brunel, we have a strong focus on deepening existing verticals and adding new services (such as single source project resourcing, guaranteed delivery models, cost efficiency exercises). In Brunel Oil & Gas, these vertical markets are the niches we can specialise in and really excel at. We extend our services from sourcing the staff to acting as their partner
and supported via regional hubs by sharing financial, human and commercial resources. The advantage of this structure allows the regions where Brunel is already well established to focus on maximising economies of scale, whilst also providing the agility to quickly adjust our organisation to changing circumstances. When new opportunities have been identified, we can act quicker to establish our business in the new areas by leveraging the benefits from the regional hubs. 52 AR '15 53
responsible for logistics, travel and supply of talent. Moreover, we are shifting away from reactive filling vacancies and servicing nominees for our clients in Oil & Gas, we are in the process to be a proactive project partner and help our clients realise their strategic goals in today's challenging Oil & Gas market. This also ties in nicely with compliance and cost efficiencies, making the move from transaction to service a win-win for our clients. The efficiencies resulting from the finalisation of our IT develop-ments and implementations will enable us to deal with the price pressure Brunel Int Revenue 0 200 600 1,200 1,400 1,600
we currently face in the market.
Even within the existing infrastructure we can find new verticals. In Brunel Europe, The Netherlands and Germany specifically, we keep increasing our content knowledge, i.e. knowledge about the labour markets development, client behaviours and trends,
EBIT development
delivery, it's our policy to effectively manage risk and to comply with all applicable tax laws, rules and regulations. The aim is to comply with the letter as well as the spirit of the law. Therefor we make use of the services of reputable tax advisors at both local and group level. We strive to establish an open and transparent relationship with the tax authorities in all countries we operate in. To achieve consistency, all significant dealings with tax authorities are monitored by the CFO.
Transactions conducted between group companies located in different countries are conducted in line with the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises and other local transfer pricing regulations.
During 2015, we reviewed the current tax policy, amongst
others for compliance with the OECD BEPS developments. Considering our tax policy and structure, we believe the impact of these developments for Brunel will be limited. Countryby-country reporting will probably result in more discussions with tax authorities. We understand external countryby-country reporting will provide more insight into local tax contributions. However, especially considering the turbulent circumstances in the Oil & Gas industry and competitiveness, we decided not to introduce this reporting this year.
statements on our corporate income tax rate, as well as the actual corporate income tax paid reflect our tax policy execution.
Achieving the strategic objective concentrating on profitable growth allows us to contribute both directly and indirectly to the local economy we are operating in.
Community involvement
In some markets we operate in, there has been a focus on attracting existing local expertise and, where necessary, bringing in international specialists to train and develop the local talents of the future. Our operations in Russia, Papua New Guinea and Thailand are good examples of maximising local employment opportunities to build local economic growth. In Singapore, Indonesia, Philippines and Brazil, we donate to local charities and organise volunteer activates to support local children to participate programs of health and safety, education and sports. The Brunel foundation is an
Pursuing a transparent and honest tax policy is part of doing business for Brunel. As such, our
independent foundation that shapes the social involvement of Brunel Nederland and its employees. The Brunel foundation's activities focus on making the knowledge, expertise and ability of Brunel employees available for social initiatives by deploying our employees, offering financial support, and developing and/or participating in social projects/initiatives. The Brunel foundation focuses on three pillars: education, innovation and contributing to or increasing awareness of social themes. In 2015, we have successfully carried out the Make-A-Wish Business Challenge to help children with a life threatening illness and the CoderDojo projects to teach children programming and other partnerships, see www.brunel.nl/ brunel-foundation. 54 AR '15 55
tax structure follows our business and Brunel has no evasive tax-structure. Complying with tax laws and paying fair share of taxes is an important part of our corporate social responsibility since it contributes to provide the basic building blocks for economic growth in the countries we operate, even more so in the developing countries. We do not only pay a substantial amount of corporate income tax, but also significant amounts on other taxes such as wage taxes, withholding taxes and VAT. Due to the nature of our business, wage tax is an important area for us. Both for compliance as well as for the significance of the amounts.
Of course we also try to optimise our tax position. But once again, also for this part, tax should follow the business and all transactions must have a business rationale.
Since tax compliance is an important part of our service
the selection of the candidates and other services. This includes speedy relocation, transport and payroll processing. The talent shortage also is caused by the facts that some specialists lack the voice or skills to properly advertise themselves. Due to this, these specialists often do not succeed in utilising the full range of possibilities of their career. This despite a tight labour market with a lot of opportunities for these specialists who act upon them. Brunel is to help our specialists develop and market themselves
to the full extent of their abilities.
From this rationale comes the Brunel culture of excellence through the development of excellent people. Our organisation is flat with few management layers. Such a culture demands our management to be alert and strong on coaching and leading by examples. Besides, our employees need self-discipline and a strong sense of where boundaries lie. Excellent people
sustain the Brunel culture and the good working culture motivates our people. We aim to create a long lasting bond with the specialists, beyond the simple paymaster throughout projects. This helps us retain knowledge and stimulate the flow of information through our network.
Growth formula - drivers for growth:
We keep sharpening our corporate image as a predominantly technical, active worldwide specialist and a knowledge and resource partner with a solid reputation. High recognition as a specialist is vital in differentiating us from the competition. Successfully implementing complex technical or logistical projects also sets up apart as a specialist and a credible provider of high quality
services. Such a profile makes us both more attractive and better positioned in the on-going battle for clients and talents.
taking place within our business environment.
A good IT infrastructure is critical to the optimal functioning of every aspect and activity within our organisation. In 2015 the continued rollout of our IT infrastructure helped ensure business development, account management, recruitment, finance & pay rolling be fully supported in their relations with clients, candidates and contractors. In 2016 we will upgrade our main systems to optimise efficiency and ensure standardisation around the globe. With our advanced technological infrastructure, management is able to measure things more in detail than ever before which requires a mindset-shift process and cultural change about how we apply technology even more smartly. All these factors are helping management become more responsive to the rapid changes 56 AR '15 57
To keep a market-leading position, Brunel needs to attract, develop and retain exceptional and motivated specialists to work within our organisation and to work for our clients and projects. Therefore, there is a great need for people with the proper skills and expertise to meet new technical challenges. A pre-existing labour shortage with the industry leads to a real manpower challenge. This challenge affects the global Oil & Gas and engineering industries and in particular the secondment sectors. In the long run, the sectors are working with educational institutions to attract and develop young talents; in the meanwhile, we are using advanced IT tools to optimally utilise the knowledge sources that are already accessible. It is intended to raise the level of our interaction with the specialists, provide deeper industry knowledge to improve
From the prospective of sustainability:
We believe that the best way for Brunel to achieve sustainability is by acting in the long-term interest of our stakeholders, our partners and society. We strive to be a world-class operator, a responsible business and a good employer.
The need to find sufficient skilled younger specialists to meet capacity is an issue affecting many sectors of the resources industry, and a major concern for the Oil & Gas and engineering industries. At Brunel we contribute to developing future local talent. This includes not only providing opportunities for people to work on such cuttingedge projects, but also through using educational establishments and institutions to educate the younger generation.
Australia
Brunel Australia has committed to training twenty apprentices suitable for the offshore construction sector as part of its responsibility to return skilled workers back into the sector. Five apprentices per annum over a four year term are to be employed and supported until such time as they have completed their training. We have had our first apprentice completed the training and seven more apprentices are expect to have completed by the end of the year.
The Netherlands
To further develop our engineers
and raise the profile of the engineering profession in The Netherlands, in 2015, a group of Brunel engineers were selected as the first participants joining the Chartered Engineer (CEng) and Incorporated Engineer (IEng) programme in The Netherlands. This Chartered structure is led by
The Royal Netherlands Society of Engineers (KIVI) and it helps to ensure the development of the engineering profession, with a deep connection to society. Engineers with Chartered Status enjoy recognition by government, business and the general public worldwide. Brunel is the first company among its peers providing chartership opportunities to the engineers in the Dutch market.
Brunel has formed a partnership with TU Delft and YES! Delft Students to encourage innovative ideas and promote entrepreneurship among students. We also take part in the innovative educational project Youth and Technology Network Nederland, which aims to attract college students to study engineering and technology. Regularly we organise presentations and training sessions (including job training and labour market orientation) for students to prepare them for their career start.
Growth formula - organisational and infrastructure for growth:
For Brunel, operational excellence means achieving deep commercial know-how, efficient business processes, increased productivity, improved customer responsiveness and cost minimisation throughout our organisation as a whole. To achieve this, we need motivated and committed employees. They must be backed up by an effective
management system implemented company-wide and must be able to rely on a cuttingedge IT infrastructure.
Brunel is first and foremost a
sales-driven and results-oriented company. Brunel has a strong culture of entrepreneurship and employee autonomy with a limited organisational infrastructure. Brunel's sales force is organised in business lines and regions. This structure brings manageability, clear lines of accountability and helps maximise client services without loosing our focus on specific industries and key clients. A strong supporting infrastructure is vital to facilitate, manage and monitor those commercial services so that the back office does not neglect the compliance and other processes that form our operational excellence. To this end a strong centralisation has taken place in the back offices which take away the operation and compliance tasks from the sales organisation.
This centralisation has also been put in place in regards to the regions, creating centralised regional hubs. Examples of centralised back office hubs are Amsterdam, Bremen, Houston, Rotterdam and Singapore.
Overall this management structure allows commercial activity, business development, account management and recruitment to be 100% externally focused on clients and candidates, while being fully supported by strong centralised regional hubs that help oversee and manage the potential pitfalls of a bold sales organisation such as risk management and internal control.
Brunel Germany partners with different German engineering organisations, promoting technology and helping develop dedicated engineering students. At nearly every university, we offer important soft skill training (e.g. project management) and career advice to prepare students for their professional career take-off. One aspect of our commitment to VDI, the Association of German Engineers, is to provide exceptional engineering students a mentoring program which includes a six-month internship at our development center,
Brunel Car Synergies.
Brunel Germany also sponsors the event Formula Student Germany and ten racing teams to design and build a single seat formula race car. The team with the best overall package of construction, performance, and financial and sales planning wins the competition.
Brunel Germany also takes the initiative to operate an environmental management system that conforms to the requirements of the DIN EN ISO 14001 which guarantees a responsible handling of all resources.
Brunel respects and promotes fundamental human rights in line with the legitimate role of business.
Our approach to human rights is informed by general concepts as described in the UN Guiding Principles: on business and human rights and the revised OECD guidelines to protect human rights and social development.
Defending human rights, both internally and externally, has been integrated into existing governance and business management systems. Topics like health and safety, country
risks and local content are often discussed within the management of Brunel and are assessed periodically. It is also expressed in Brunel's CSR policy, equal opportunity policy, standards of business conduct, and health, safety & environmental policy. Brunel provides annual e-learning programmes on code of conduct and general business principles to train employees on both Brunel's and clients' business principles, including respect for our employees and support for human rights in line with the legitimate role of business. 60 AR '15 61
Our existing approach is sufficient to identify and mitigate human rights risks and we are committed to continually evolve our human rights approach in line with changing internal and external factors.
Brunel's risk management is aimed at long-term sustainable management of its business activities. The Board of Directors considers the ability to control strategic, operational, compliance, financial reporting and financial risks crucial to achieving set targets, and for the continuity of the company. For this reason, Brunel has developed different risk appetites to achieve different strategic objectives and pays considerable attention at all relevant levels to risk
management and internal control. Brunel has embedded the COSO ERM framework as the foundation of its risk management framework. The Board of Directors reviews the risk management framework and assesses company's top risks on a regular basis, followed by communication and action among different level and functions within Brunel. On an annual basis, the Board of Directors discusses its risk management framework and company risks with the Audit
| Committee and the Supervisory |
|---|
| Board as well as the external |
| auditor. |
| Risk appetite |
| The Board of Directors defines |
| the risk appetite of Brunel i.e. the |
| level of risk that Brunel willing to |
| take to achieve its objectives and |
| sets the risk appetite by our |
| strategy, code of conduct, |
| company values, authority |
| schedules and policies. Our risk |
| appetite differs by types of risk: |
| Risk category | Risk description | Risk appetite |
|---|---|---|
| Strategic risks (S) | Risks which affect or are created by Brunel's business strategy and could affect Brunel's long-term positioning and performance |
Low - moderate |
| Operational risks (O) | Risks which affect Brunel's ability to execute its strategic plan |
Low - moderate |
| Compliance risks (C) | Risks of non-compliance with laws, regulations, local standards, codes of conducts, internal policies and procedures |
Zero tolerance |
| Financial and reporting risks (F) |
Risks include areas such as financial reporting, valuation, currency, liquidity and impairment risks |
Low |
Developing the tools we need now with continuous improvement
A mind-set-shift process and smart management
our risks. The implementation of our global IT systems enables us to replace manual controls by automated controls.
The most important policies and procedures are:
Brunel's internal risk management and control measures are based on the COSO ERM framework and distinguish between eight components:
complex decision-making, to control financial progress and to monitor realisation of the business objectives. Another important aspect of the internal environment is the code of conduct, which includes a whistle-blower policy. The code is posted on the corporate website.
| 2. Objective setting | whistle-blower policy. The code is | assessment enables Brunel to | Risk category: | Risk management: | ||
|---|---|---|---|---|---|---|
| 64 AR '15 | 3. Event identification | posted on the corporate website. | further improve its risk management | 65 | ||
| 4. Risk assessment | and provide additional confidence | Strategic risk | Strategy updates Annual business reviews |
|||
| 5. Risk response | 2. Objective setting | that corporate objectives will be | ||||
| 6. Control activities | Brunel has set its objectives | achieved. The risks listed in this | Operational risk | Uniform IT systems | ||
| 7. Information and | based on its strategic growth | section are our main, material and | Contracting procedures | |||
| communication | pillars. The objectives chosen | company-specific, risks based on | Weekly KPI reporting | |||
| 8. Monitoring | support and align with Brunel's | the risk analysis. | Monthly management reporting | |||
| mission, and are consistent with | Quarterly business reviews | |||||
| 1. Internal environment | our risk appetite. | 5. Risk response | Visits | |||
| The Board of Directors is | Our approach to risk management | Insurances | ||||
| responsible for coherence | 3. Event identification | is not only improving the controls | ||||
| between the various internal | Brunel strives to ensure that all | in place to manage these risks, | Compliance risk | Reporting & disclosures Legal counselling |
||
| control and risk management | potential events are identified | but also their effectiveness. With | Anti-bribery & corruption | |||
| elements. Factors that influence | that could affect the achievement | this information, Brunel is able to | Training | |||
| the internal environment include | of the objectives which Brunel | determine how to manage its risks | ||||
| integrity, management style, the | has set itself. This includes | and select its risk responses, such | Financial risk | Uniform IT systems | ||
| tone set at the top, the risk | internal and external events. | as avoiding, accepting, reducing | Accounting & control manual | |||
| management philosophy and risk | During the financial controllers | and/or sharing the risks. The set | Internal control | |||
| appetite. Periodically the Board of | meeting in June updates for the | of actions that Brunel has | Corporate finance & control department | |||
| Directors – together with a senior | risk assessment have been | developed is aligned with our risk | Monthly reporting Quarterly reviews |
|||
| officer from Corporate Finance & | performed. This update will be | appetite. | Treasury | |||
| Control if required – visits the | carried out a regular basis. | Audit | ||||
| operating companies to facilitate | ||||||
Risk assessment Our risk assessment helps us effectively assess and prioritise the risks we face, based on the potential impact of those risks on the company and the likelihood of those risks occurring. The risk assessment enables Brunel to further improve its risk management and provide additional confidence that corporate objectives will be achieved. The risks listed in this section are our main, material and company-specific, risks based on the risk analysis.
Every high risk contract has to be reviewed by the corporate legal department and have to be released by either the COO Energy or the CFO.
Brunel has the following reports in place to maintain full insight in performance and strategy execution:
All reports are summarised and provided to the Board of Directors. At least each quarter the reports are discussed with local management by a member of the Board of Directors, supported by the Corporate Finance & Control Department.
Brunel has an insurance manual in place, including insurance policies in the fields of employment relationships, liabilities and business continuity.
This manual includes, besides reporting policies, valuation principles and definitions:
This has resulted in a generally accepted code of conduct, internal training courses for new employees, and training-on-thejob programmes.
Relevant information on Brunel's main risks is clearly communicated throughout the organisation. Effective communication also occurs in a broader sense, flowing down, across, and up the entity. To this end various types of business deliberations are carried out. Thus every year Brunel's financial community holds an international meeting, attended by all regional financial controllers, to discuss best practices and the latest developments in financial management and internal controls, and subsequently to document and implement these company-wide.
The Board of Directors reviews Brunel's strategy periodically, at least every three years, or when developments require a review of the strategy. Currently, a review of the strategy is ongoing.
Brunel reviews all businesses at least annually during the budget cycle. The budget is prepared by all entities. All budgets are discussed with local management by the Board of Directors, supported by the Corporate Finance & Control Department. The main opportunities and threats for achieving the budget are discussed. After approval by the Supervisory Board, the budgets are used to set targets for local management. The Board of Directors maintains a list of breakthroughs that need to be achieved in order to successfully execute Brunel's strategy.
The global implementation of all our applications was finalised at the end of 2014: most of our entities are using the same applications for front- mid- and accounting processes. Our CRMsolution is interfaced to our accounting application(s), using customised interfaces. As a result of the global setup, all commercial and compliancy
In 2011 Brunel has started its 'One Brunel, one IT program'. The goal of this program was to develop IT systems and implement these globally. A distinction can be made between IT infrastructure and applications. The IT infrastructure provides all Brunel employees access to the Brunelworkplace. The global Brunel workplace is managed centrally. Besides the ease of access to all applications and personal documents everywhere in the world, this infrastructure enables us to manage all IT risks globally. 66 AR '15 67
information is stored, and accessible, in one secured environment. The finalisation at the end of 2014 enabled us to replace manual controls by automated controls. The IT program will be fully finalised in Q2 2016 with the release of the update of our CRM application, which will allow us to increase standardisation of processes throughout our organisation.
In 2014, Brunel has formalised its procedures around contracting. For each region within Energy a risk manager has been appointed. This risk manager has been selected based on his/her experience in contracting and compliance with tax, other legislation and client requirements. All agreements or binding offerings are reviewed by the risk manager to determine the risk factor. Risk depends on a number of factors, such as margin, location, services and insurance requirements.
Monitoring the adequacy and effectiveness of internal risk management and control systems is an on-going improvement process. Monitoring activities are arranged in periodic consultation between the Board of Directors and local managers, and through frequent contact between the Corporate Finance & Control department and local financial management. These discussions are partly based on the weekly operational and monthly financial reports.
Brunel currently does not have an internal audit department. However, CFC also includes controllers with an auditing background and many internal audit activities are now performed by this department. CFC is an independent department that reports directly to the Board of Directors and the Audit Committee. The activities
of CFC include, amongst others, reviewing monthly reports of all entities and frequently visiting our operating entities. During these visits, accuracy of monthly reporting and compliance with policies and procedures is verified, amongst others.
All operating entities of Brunel are visited at least once every two years, and significant entities are visited at least three times a year. In addition, CFC advises local management in terms of possible improvements to their internal risk management and control systems.
In 2016 the need to implement an internal audit funtion within Brunel will be considered again.
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 external auditor attends the meetings of the Supervisory Board at which the annual accounts are adopted. The auditor also attends – and is authorised to address – the General Meeting of Shareholders.
Brunel assesses risks according to their impact and likelihood (including the related mitigating actions). The resulting impact could comprise a material direct or indirect adverse effect on Brunel's business, operations, volumes, financial condition and performance, reputation and/or other interests. Below we identify and discuss our top company-specific risks, the risk trends through 2015 and our risk response plan. The risks listed and the response plans are not exhaustive and may be adjusted from time to time.
Competition is continuously increasing through our existing competitors, new market
entrants and clients' increasing expectations on services portfolio. The intense competition puts pressure on our margins and it drives us to
raise higher service quality. Any reputation damage can drive our clients to our competitors.
Developing innovation team and adding value through innovation
Unfavourable macroeconomic conditions/geo political situation (S)
The macroeconomic conditions (including adverse and instable local economic, market trends, political and social conditions) are likely to mainly affect Brunel's business through pressure on growth and margins. Brunel's professional
| 70 AR '15 | Brunel's professional geo-political events. |
Key aspects: | Response plans: | 71 | |
|---|---|---|---|---|---|
| Margin pressure | Closely monitoring the trends of clients' preferences, markets and competitors | ||||
| Key aspects: | Response plans: | Service delivery | Maintaining close contact with clients and specialists | ||
| Dependency on countries | Expanding, diversifying and monitoring client base | Reputation | Flexibility to adjust network and local operations to meet new service | ||
| Dependency on industries | Closely monitoring all market developments and continuously reviewing the | requirements | |||
| countries in which we do business and their geo-political events | Focusing on Brunel's unique and tailored services | ||||
| Continuously exploring business opportunities in "new" Energy countries | Enhancing Brunel's service quality and efficiency | ||||
| Maintaining flexibility in cost structure and managing the share of contractors | Developing innovation team and adding value through innovation |
Special attention of 2015 and looking forward:
The significant capital expenditure cuts of our Oil & Gas clients increased our macroeconomic
risks in segment. During the year, Brunel Oil & Gas has focused on major projects that are planned to go ahead. We also focused on deepening existing relationships and expanded towards other
industries which are well developed based on our existing infrastructure and done business cross regions. Such diversification does not conflict with our position as a specialist.
| Special attention of 2015 and | |
|---|---|
| looking forward: |
Brunel's global presence exposes it to a variety of regulatory, political and other environments which may affect our business and operations, especially in emerging markets where the legal systems are in varying stages of development. In specific countries with tougher business environment, we also face uncertainties which are cases of unknown probabilities. In particular, our operations in these difficult countries are subject to the uncertainty associated with the local legal system, which could adversely affect our business and limit the legal protection available. Although we cannot predict the effect of further legal developments in such countries, we make careful decisions when we tap into any new countries, in order to manage or even avoid the uncertainties.
Non-compliance with internal policies and/or external laws and regulations by employees, subcontractors or third-party suppliers could result in financial losses, loss of customers or reputational damage.
Brunel is a full member of TRACE International and Transparency International and complies with global anti-corruption laws, in particular the United States Foreign Corrupt Practices Act and UK's Anti-Corruption & Bribery Act 2010.
Due to our business nature, we are fully aware of the importance of attracting, developing and retaining the right people in war for talents. Increasing employees training and engagement has been one of the priorities in 2015 and will remain so. Maintaining our unique culture also helps to build our employees' loyalty. Due to the low oil price, the shortage of specialists in the Oil & Gas and engineering industries decreased and we expect this to remain the same throughout 2016. 72 AR '15 73
Special attention of 2015 and looking forward:
We have seen increased competition towards our specific verticals and countries in terms of winning both clients and specialists. Both in the mature market in The Netherlands, as well as in the troubled Oil & Gas market, more and more we see competitors offering very low rates to gain market share. Through the past few years we
have laid a solid organisational infrastructure for growth and by
now the basis has been
completed. To unleash such set up of operation excellence allows us to concentrate on better servicing clients and specialists, spotting and adding the missing pieces of growing forces and infrastructure. Therefore we expect a higher level of competition risk in 2016.
Both Brunel and our clients need skilled employees in the workforces to sustain growth and innovation. The potential for
inadequate succession of key personnel in Brunel's (senior) management function is due to a lack of structural attention for succession planning, a small top management basis and the scarcity of qualified managers within the organisation. The scarcity of qualified internal staff could limit future growth and as we are just able to manage the existing business. A shortage of qualified people on the labour markets could result in Brunel being unable to fully accomplish our goals.
| Key aspects: | Response plans: |
|---|---|
| Experienced staff | Preparing current successful employees for future key positions |
| Management potential | Improving talent development program for sales organisation |
| Specialists shortage | Initiating structured training program for other business functions |
| Succession plan | |
| Retention plan | |
| Improving employee engagement |
to be involved in preventing health and safety issues. As a global company, to ensure all regions comply and foster required HSE standards Brunel depends on a consistent and professional HSE infrastructure, preferably one Global HSE System. In 2015, we have start building a Brunel Global HSE System for both contractors and employees which is based on
The implementation of this system is an expansion of our current local HSE infrastructures which are at different maturity levels. The implementation consists of the following five stages in all regions:
In 2015, we have successfully implemented stage 1. Brunel aims to keep developing in each region over the coming period to provide the building blocks to have a global accredited HSE system.
Maintaining a global whistle blower procedure
| Key aspects: | Response plans: | health and safety issues. As a | system is an expansion of our | ||
|---|---|---|---|---|---|
| HR | Increasing knowledge and awareness of laws, regulations, standards and codes | global company, to ensure all | current local HSE infrastructures | ||
| regions comply and foster | which are at different maturity | ||||
| Legal | Monitoring, reviewing, reporting and adapting to relevant (changes in) rules and | required HSE standards Brunel | levels. The implementation | ||
| regulations | depends on a consistent and | consists of the following five | |||
| HSE | Strengthening IT infrastructure for standard operational procedures and | professional HSE infrastructure, | stages in all regions: | ||
| Business conduct | guidance | preferably one Global HSE | |||
| 74 AR '15 | System. In 2015, we have start ° |
Emergency response and | 75 | ||
| Anti-bribery & corruption | Implement and update global HSE system | building a Brunel Global HSE | incident management | ||
| System for both contractors and | |||||
| Risk-based reviews of operations by HSE professionals | employees which is based on ° |
Policy, medical fitness and injury | |||
| Increasing internal compliance awareness and effective communication between central compliance team and country managers working in the field |
our moral duty of care, local | management | |||
| legal requirements, clients and | |||||
| industry expectations and HSE | ° Fitness for work & risk | ||||
| Communicating and implementing business conduct standards internally | "best practice". | management | |||
In 2015, the global compliance risk has continued to increase in the industries and some of the countries we operate in. Brunel has committed to maintain a strong corporate compliance culture, especially preventing
illegal practices such as bribery, collusion in our industries and operation locations. Brunel has zero-tolerance of any violation on these law. Brunel has also closely monitored the global sanction lists and ensured safe and legal financial transactions with international customers. Despite our continuous efforts,
we expect an increased compliance risk in general onwards due to the external environment.
Safety is a high priority in our operations. In Brunel everyone from the executive to our engineers has a personal responsibility and accountability
Contract negotiation and management (C)
The potential of entering into burdensome, unenforceable or
unfavourable contract terms or contracts that lack clear definition of business arrangements resulting in noncompliance with contract terms and increased costs. Due to the focus on further growth and the expanding clients the risk of entering in these contracts has increased.
Margin pressure caused by burdensome and unfavourable contracts
Liabilities
Performing go/no go client and project selection through thorough review of contract conditions, clients credit check and risk assessment
Setting up and updating minimum commercial, financial and legal requirements which our contracts should comply with
Special attention of 2015 and looking forward:
During 2015 we have seen the trend of clients asking us to take more responsibility for the work our contractors perform increasing. Accepting inappropriately high contractual liability could result in a client making a claim that would materially affect the Group's
result. In 2015 we have updated our IT systems to increasingly facilitate the use of standard contracts, whilst simultaneously monitoring activities with client specific contracts. The implementation of the commercial team in 2014 was an important step towards growing as a professional organisation. The team evaluates new projects from the commercial, legal,
financial and compliance aspects. This has enabled us to manage our contact negotiation and management risk in 2015 while balancing the commercial benefits. For the near future, we expect competitors, especially in Oil & Gas, to accept unfavourable terms, and by doing so also impacting our industry and increase the contracting risks.
With the strong growth in the business line Finance in
The Netherlands, the
dependency on key clients and a specific industry has increased. Our main clients in Germany are the bigger manufacturers. Our Energy business had a first move advantage to work on
global supplier agreements with
International Oil Companies. Until recent years, our ability to grow is highly dependent on key clients and their wiliness to continue to do business with Brunel.
Damage by losing one of the key clients
Complacency attitude of having business "given" by key clients
Further expanding, diversifying and monitoring client base
Monitoring on an ad hoc basis the share of key clients as a percentage of total revenue
Special attention of 2015 and looking forward:
Brunel has a continuous focus on growing business. In 2015, most of our key clients in Oil & Gas significantly cut their capital expenditure; reducing the number of contractors we have working with them. To gain market share in this segment,
and to be able to return to growth again, our salesforce has a focus on clients and countries with volume potential, sustainable margins and acceptable risks. We have also diversified our client profile by adding new service packages.
We expect a similar risk of
dependency on key clients in 2016 before the new clients base start fully paying off.
Information Technology risks (O)
A good IT infrastructure is critical to the optimal functioning of every aspect and activity within our organisation. In the last five
years, we have been working on automation and improving working process. However regulatory requirements and scrutiny is ever increasing, rapid deployment of emerging technologies also creates risks.
Cyber attacks, data fraud or theft, information mismanagement can have big negative impact on our business continuity and reputation.
| Key aspects : | Response plans: |
|---|---|
| Change management | Formalising change management procedure |
| Security & user management | |
| Key applications for sales, operation and finance departments |
applications |
| Cyber security and data privacy | Maintain an up to date security environment |
| functions |
Implement formal user management procedures for local finance
Further increase the awareness of data privacy among different level and
Special attention of 2015 and looking forward:
Brunel's IT general controls environment is evolving and has improved compared to previous year. We are able to centrally
manage all our systems and data via proven technology and professional partners. Key IT systems and system interface have been further rolled out which increased the automation of work process & control. The
IT organisation is currently in the transition period from a project development organisation to a support organisation. We expect a decreasing risk on key aspects mentioned above.
Brunel operates worldwide which exposes the group to various jurisdictions and complex tax systems. Depending on jurisdictions, tax rules as well as interpretations can be subject to changes, which can expose Brunel to additional tax costs.
Special attention of 2015 and looking forward:
Our commercial team has put more and more attention on tax compliance in the contracting process. We have also seen a lot of changes in tax laws and interpretations. Especially in developing countries, the attitude of local tax authorities has become more opportunistic or even
| Key aspects : | Response plans: | ||||
|---|---|---|---|---|---|
| 78 AR '15 | Additional cost | Formal procedures and monitoring systems around tax compliance | 79 | ||
| Reputation damage | Engage reputable tax advisors | Key aspects : | Response plans: | ||
| Training | Change management | Formalising change management procedure | |||
| Implement group wide controls | Security & user management | Further attention required for segregation of duties conflicts in key applications |
aggressive. This manifests itself in unexpected tax claims, a disproportionate amount of tax audits, and a tax authority that is not open to resolve disputes without going to court. Dispute resolution can be time-consuming and costly. To minimise these tax risks, we engage reputable tax advisors to ensure our compliance. In some developing countries, we might occasionally accept an
incorrect tax claim, because the actual claim is lower then the expected costs for the appeal.
We expect this risk to increase in 2016, especially considering the budgetary issues some developing countries are facing due to the low oil price. Also in The Netherlands we are faced with a new tax law for freelancers that we need to adopt.
Further information is included in on pages 122 to 124 of the financial statements.
The Board of Directors is responsible for the quality and completeness of all financial statements published by the company. The Supervisory Board oversees the manner in which the Board of Directors exercises that responsibility. In 2015, the Board of Directors reviewed and analysed the strategic, operational, financial reporting and compliance risks to which the Group is exposed, and it regularly reviewed the design and operational effectiveness of the Brunel risks and control systems, including the improvements. The outcome of these reviews was shared with the Audit Committee and the Supervisory Board.
Taking the risks and control systems described above into consideration, the Board of
Directors is of the opinion that the internal risk management and control systems with regard to financial reporting risks have been working adequately during the year under review and provide reasonable assurance that the financial report does not contain material misstatements.
The main measure to control the quality of the financial reporting, and prevent unintentional or intentional errors is internal control. Brunel continues to standardise and to uniformise processes and procedures. As a result, more group wide controls will be implemented, as well as sharing of best practices. We are also monitoring the business environment to be able to
quickly respond to changes in the control environment. We will implement a new tool in 2016 to enhance the consolidation and to be able to get more insight in
the financials of our operations.
This applies specifically to the secondment business in Europe, where employment contracts are based on contractual agreements with clients. Potential early termination of deployed employees can result in loss of productivity.
Productivity is measured on a daily basis and reported on a weekly basis, so that corrective actions can be taken in a timely manner.
Brunel is considered a solid partner in business and our assets include a limited amount of goodwill. As a result, impairment risks and the associated deterioration of the solvency level are highly unlikely. Brunel's most important financial 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 operating profit is very small.
Brunel has always had exceptionally high solvency rates. The company does not use any long-term credit lines and boasts favourable liquidity positions and bank facilities that accommodate the day-to-day management of the working capital. During the current crisis in the Oil & Gas industry, it looks like this is increasingly becoming an advantage, as our strong balance sheet was recognised by both clients and employees. 80 AR '15 81
Brunel does incur currency risks. Main currency risk is the translation risks in connection with our accounts receivable positions and foreign participations. In the ordinary course of business, revenues and expenses are often stated in the same currency, which helps reduce the effect of exchange rate differences. However, some (developing) countries have implemented mandatory use of local currencies to protect their economies. This can increase our currency risk due to the international nature of our clients and contractors. Awarded pension schemes concern defined contribution schemes managed by external
parties.
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 the existing contract with the CEO.
After having reached the maximum term of appointment to the Supervisory Board Mr. Schouwenaar was re-appointed for an extra term in 2013. In order to secure continuity and effective succession within the Supervisory Board the Annual General Meeting of Shareholders re-appointed Mr. Schouwenaar at 30 April 2015 for an additional term of two years.
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 Brunel does not entirely comply with the public nature of meetings, for example through transmission on the internet, as we believe this implies a disproportionate burden for our organisation.
Tasked with the management of the company, the Board of Directors is responsible for setting Brunel's mission, vision and strategy; execution of its implementation; taking responsibility for Brunel's overall results, and addressing corporate responsibility issues.
The Board of Directors operates in accordance with the interests of Brunel International N.V. and is to that end required to
Brunel's understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock exchange and the Dutch corporate governance code (the "Code"). The full text of the Code can be seen on www.commissiecorporate governance.nl.
In 2005 the General Meeting of Shareholders decided to discontinue the adoption of the rules applicable to statutory twotier entities ("structuurregime"). The Supervisory Board was granted the right to submit a binding nomination in the case of the appointment of Directors and Supervisory Directors. In deviation from best practice provision IV.1.1 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 Brunel's specific circumstances, to ensure that its position is as strong as possible in the current structure. 82 AR '15 83
The Board of Directors and Supervisory Board are responsible for maintaining the corporate governance structure and for ensuring compliance with that structure. They render joint account on these issues to the General Meeting of Shareholders.
Following the introduction of the Code in 2005, Brunel International N.V.'s corporate
governance structure was discussed at the Annual General Meeting of Shareholders in May 2005. This included a few aspects where our corporate governance deviates from the Code. In December 2008, the revised Code was introduced. Where feasible and relevant, Brunel International N.V. implemented these changes through an amendment of the by laws of the Board of Directors and Supervisory Board respectively.
In May 2010 an overview report on corporate governance was submitted for discussion to the General Meeting of Shareholders under a separate agenda item.
Brunel is of the opinion that the vast majority of the principles and best practices of the Code are being applied. 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. The corporate governance structure at Brunel International N.V. and the deviations from the Code are based on current conditions and views within Brunel Conditions may change which may lead to adjustments in the structure and in the way in which Brunel International N.V. complies with the Code. Every substantial change to the corporate governance structure of the company will be submitted to the General Meeting of Shareholders for discussion on a separate agenda item.
The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority shareholder loses its majority share in Brunel International 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 Brunel International N.V. and are posted on the company's website.
According to The Netherlands Authority for the Financial Markets (AFM) register on notification of substantial holdings, Brunel founder Mr. J. Brand directly or indirectly holds a capital interest of approximately 63%, with corresponding voting rights.
Brunel International N.V. is required to hold an Annual General Meeting of Shareholders within six months after the end of the financial year in order to, among other things, adopt the financial statements and to decide on any proposal concerning dividends. Further to Dutch law,
the release from liability of the members of the Board of Directors and release from the liability of Supervisory board members for the performance of their respective duties during the financial year are also agenda items for this meeting.
Each shareholder has the right to attend General Meetings of Shareholders, either in person or by written or electronic proxy, to address the meeting and to exercise voting rights, subject to the provisions of Brunel International N.V.'s Articles of Association. An eligible shareholder has the aforementioned rights if registered as shareholder on the applicable record date as set by the Board of Directors.
Each of the shares in Brunel International N.V.'s share capital carries the right to cast one vote. Unless otherwise required by Dutch law or Brunel International
On 3 June 2014 each ordinary share with a nominal value of EUR 0.05 was split into two shares with a nominal value of EUR 0.03. The authorised capital of Brunel International N.V. is EUR 5,998,000 divided into 199,600,000 ordinary shares and one priority share. The par value of the ordinary shares is EUR 0.03 each. The par value of the priority share is EUR 10,000. On 31 December 2015 the number of outstanding shares was 49,967,624. 84 AR '15 85
consider all appropriate interests associated with the company. The Board of Directors is responsible for complying with all relevant primary and secondary legislation, the risk profile associated with the strategy, the corporate responsibility issues relevant to the company, its financing, and its external communications. The Board of Directors is required to report developments on the abovementioned subjects to, and discuss the internal risk
management and control systems with, Brunel's Supervisory Board and its Audit Committee.
Brunel International N.V.'s Articles of Association determine that the Supervisory Board consists of a minimum of three members. The Supervisory Board determines the number of its members. The Supervisory Board is charged with supervising the
Board of Directors and the general course of affairs of Brunel, as well as advising the Board of Directors. The Supervisory Board evaluates the corporate structure and the control mechanisms established by the Board of Directors.
In performing its duties the Supervisory Board shall take into account the relevant interest of the company's stakeholders, and, to that end, consider all appropriate interests associated with the company.
Members of the Supervisory Board perform their duties without mandate and independent of any particular interest in the business of the company. The Supervisory Board is responsible for the quality of its own performance and for this purpose annually reviews its performance. The responsibility for proper performance of its duties is vested in the Supervisory Board as a whole. Brunel ensures that there are
structured reporting lines to the Supervisory Board.
The Audit Committee assists the Supervisory Board in fulfilling its supervisory responsibilities for the integrity of the financial reporting process, the system of internal business controls and risk management, the external audit process, the external auditor's qualifications, independence and performance.
The Chairman of the Supervisory Board ensures the proper functioning of the board and its committees and acts on behalf of the Supervisory Board as the main contact for the Board of Directors. The Vice-Chairman replaces the Chairman when required and acts as contact for the other board members concerning the functioning of the Chairman. The by-laws of the Supervisory Board and the resignation schedule are posted on the company's website, www.brunelinternational.net
Amendment to Brunel International N.V.'s Articles of Association can take place upon a proposal of the Board of Directors approved by the Supervisory Board and adopted by the General Meeting of Shareholders. A proposal to amend the Articles of Association must be stated in a notice convening a General Meeting of Shareholders. The proposal shall be passed upon an absolute majority of the votes cast in the General Meeting of Shareholders.
N.V.'s Articles of Association, resolutions are passed by a simple majority of votes cast by the shareholders present or represented at the meeting.
On 30 April 2015 the Annual General Meeting of Shareholders authorised the Board of Directors for a period of 18 months to issue (rights) to shares and to restrict or exclude shareholders' pre-emption rights, with due observance of the law and Articles of Association (which require the approval of the Supervisory Board). The authorisation is limited to 5% of Brunel International N.V.'s issued share capital, as at the date of issue.
A new authorisation will be submitted for approval to the Annual General Meeting of Shareholders of 17 May 2016.
The Annual General Meeting of Shareholders charges the external auditors with the task of auditing Brunel International N.V.'s annual accounts. 86 AR '15 87
On 30 April 2015 the Annual General Meeting of Shareholders also authorised the Board of Directors for a period of 18 months to acquire own shares with due observance of the law and the Articles of Association (which require the approval of the Supervisory Board) to the maximum of 10% of the issued share capital of Brunel International N.V., by means of stock market purchases or in any other way, at prices lying within the bandwidth of 10% above and 10% below the Euronext Amsterdam opening price for the company's shares on the day of the purchase, or, in default thereof, the most recent prices registered. A new authorisation will be submitted for approval to the Annual General Meeting of Shareholders of 17 May 2016.
Performance
The operating profit has mostly been impacted by the Oil & Gas division, where many of our clients reduced their headcount, cut allowances & costs and reduced fees following the oil price decline in 2015. Our Projects division faced completion of its major projects.
In Europe we saw a mixed development. Brunel Netherlands had a successful year, where growth was realised in the IT, Finance and Legal business lines, while revenue disappointed in the Engineering business line. Germany had a difficult start of the year, while headcount started growing from May onwards.
Our direct headcount decreased to 10,051 at 31 December 2015 from 11,881 at 31 December 2014, whilst our indirect headcount decreased from 1,668 to 1,503. Both the decrease in direct and indirect headcount is the result of the current circumstances in the Oil & Gas industry, partly offset by the growth in The Netherlands. For 2016, we expect a further decrease in headcount in Oil & Gas and a continued increase in Europe.
Our balance sheet remains strong, with a strong solvency ratio. The working capital reduction due to the lower revenue, as well as the improved collection process resulted in a strong cash flow over 2015.
Investments in fixed assets in 2016 will be roughly at the same level as in 2015.
Brunel Int Revenue share Revenue share
the growth to continue in 2016 now account management is fully up to speed.
Headcount growth Brunel Netherlands fully profited from the recovery of the Dutch economy and the demand for highly skilled employees. Increased demand for Finance, Legal and IT professionals drove the continued headcount growth and month on month outperformance of 2014. 0 3,500 7,000 10,500 EBIT 2014 Volume impact Gross margin impact 6,259
Operating expenses increased following investments in the commercial organisation, mainly focused on the outperforming business lines. EBIT 2015
restructured the management team who lead the recovery of the German performance. In addition the German account management improved their use of our IT systems. Fx in Opex EBIT 2015
Higher margin The profitability further improved driven by a margin improvement, mainly in the IT and Finance business lines, driven by an improved mix of higher fees in IT and a higher margin on young professionals in the Finance business line. 20,000 471 1,155 8,329 3,000 5,000 6,000 7,000 8,000
Operating expenses were driven by increased staff costs following an indirect headcount increase to support future growth offset by reduced marketing costs. 20,711
Reduced profitability due to a combination of volume and margin reduction From May onwards, headcount started growing month on month; a difficult start of the year had a significant impact on the remainder of the year however. The margin reduction was mainly caused by increased price pressure. J F M A M J J A S O N D 0 10,000 20,000 30,000 EBIT 2014 GP (excl fx) Fx in GP Opex (excl fx) J F M A M J J A S O N D
36,555
EBIT Headcount development
reductions We focused on rightsizing our cost base to match our depressed operating environment, however the foreign exchange differences largely offset the cost reduction.
Outlook remains challenging in the short term Following the adverse revenue development in 2015, we will see the full year impact of the downward trend in 2016. The recovery of the Energy market is highly dependent on the volatile oil market.
Improved revenue At a stable margin, revenue improved mostly in Switzerland, followed by Czech, while Austria and Belgium remained relatively stable year on year.
The increase in operating expenses was predominantly driven by Belgium (bankruptcy of a client) and Switzerland (headcount increase), offset by cost reductions in Austria.
profitability indirectly The Energy division was impacted significantly by the reduced oil price that forced clients to cut headcount, rates and allowances. The reductions of allowances positively impacted our margin, since the profitability on allowances is relatively low. Overall our gross margin dropped to a limited extent as a result of different regional mix in the Energy division compared to 2014. EBIT 2014 Gross margin impact -600 -400 -200 Volume impact
In the Austrian, Swiss and Czech markets, our organisation is becoming more and more mature and we see further strong growth. In the Belgium market we expect limited growth.
Following various cost saving and cost efficiency measures, overhead costs in constant currency decreased. Brunel profited from further process improvements and has restructured various offices where deemed necessary. We have reduced indirect personnel by more than 100 to adjust our organisation to the current volume of our business. EBIT 2015
Maintain a positive longer-term outlook for Brunel Energy's growth The regions Americas and Europe & Africa have been mostly impacted by cancellations and delays of major Oil & Gas projects by our clients, as many projects are originated in these regions. Due to the expected lower level of activities in the near future, we have an increased focus on winning new clients to gain market share and return to growth in the near future in these parts of the world. In South East Asia and
Australia our business has been less impacted, due to the ongoing capex projects in these areas. In the Middle East the impact is limited as a result of the cost advantages of Oil & Gas projects the area has compared to other regions. The strong US dollar partly offset the negative revenue & gross profit trend. We have a positive outlook in the long term due to: the external factors of the pressure of industry shuffle faced by small suppliers and ongoing smallmedium sized projects on
regional and local level; and internal factors of continuous improvement on our progress efficiency and the expected pay off from diversification in the near future.
Oil & Gas majors and their upcoming project pipeline:
projects Following the (nearing) completion of the major projects in the Projects division, the volume was negatively impacted, offset by a positive margin development. The reduction of the division size had a positive impact on the operating expenses.
We will see a strong decline in the Projects division as a result of the completion of our main projects in Australia early 2016. Therefore, the Projects division will be part of our Energy division going forward.
The members of the Board of Directors as required by section 5:25c, paragraph 2, under c of the Dutch Act on Financial Supervision (Wet op Financieel Toezicht) confirm that to the best of their knowledge:
° This Annual Report includes a description of the principal risks and uncertainties that the Company faces.
This annual report and the 2015 financial statements, audited by PricewaterhouseCoopers Accountants N.V., have been presented to the Supervisory Board. The 2015 financial statements and the external auditor's report relating to the audit of the 2015 financial statements were discussed with the Audit Committee in the presence of the Board of Directors and the external auditor. The Supervisory Board endorses the recommendation of the Board of Directors that the General Meeting of Shareholders adopts the 2015 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 2015 of
EUR 0.75 per common share and an additional super dividend of EUR 0.75 per share.
Amsterdam, 4 March 2016
Board of Directors
J.A. van Barneveld CEO P.A. de Laat CFO J.A. de Vries COO Energy
Brunel International N.V. ordinary shares are listed at the NYSE Euronext stock exchange in Amsterdam (ticker symbol BRNL). Since 2015, Brunel has been listed on the Amsterdam Small Cap Index (AScX). Since April 2011, options on Brunel shares have also been traded on NYSE Liffe, the derivatives market of NYSE Euronext.
Share capital
Brunel International N.V. is a public limited liability company. Its authorised capital is EUR 6 million, divided into 199.6 million ordinary shares and one priority share. The par value of the ordinary shares is EUR 0.03 each. The par value of the priority share is EUR 10,000. The priority share has not been issued. 100 AR '15 101
In 2015, 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.
Share price development (EUR)
| According to the AFM register on | In the General Meeting of | 4 May 2016 | Trading update for the first quarter 2016 | ||
|---|---|---|---|---|---|
| notification of substantial | Shareholders of 2015 Brunel's | ||||
| holdings, Mr. J. Brand, the | dividend policy changed to on a | 17 May 2016 | Annual General meeting of Shareholders | ||
| company's founder, directly or | pay-out ratio of 30 to 100 per | ||||
| indirectly holds a capital interest | cent (previously 30 to 60 per | 19 May 2016 | Ex-dividend listing | ||
| of approximately 63%, with | cent) of net income. For this year | ||||
| 102 AR '15 | corresponding voting rights. | we propose to pay a dividend of | 14 June 2016 | Dividend available for payment | 103 |
| EUR 0.75 per share and an | |||||
| additional super dividend of | 19 August 2016 | Half year results 2016 | |||
| EUR 0.75 per share to the | |||||
| General Meeting of | 4 November 2016 | Trading update for the third quarter 2016 |
Shareholders.
x EUR 1,000, before profit appropriation
| 31 December 2015 | 31 December 2014 | |||||
|---|---|---|---|---|---|---|
| Non-current assets | ||||||
| Goodwill (1) | 4,218 | 4,104 | ||||
| Other intangible assets (2) | 13,043 | 15,219 | ||||
| Property, plant and equipment (3) | 10,729 | 9,570 | ||||
| Brunel International N.V. | Financial fixed assets (4) | - | 160 | |||
| Deferred income tax assets (16) | 12,729 | 12,348 | ||||
| Financial statements 2015 | Total non-current assets | 0- 40,719 |
0- 41,401 |
|||
| Current assets | ||||||
| Trade and other receivables (5) | 253,627 | 323,956 | ||||
| Income tax receivables (16) | 5,010 | 2,145 | ||||
| Cash and cash equivalents (6) | 180,037 | 125,070 | ||||
| Contents | Total current assets | 438,674 | 451,171 | |||
| Total assets | 479,393 | 492,572 | ||||
| 106 AR '15 | Non-current liabilities | 107 | ||||
Consolidated financial statements |
Provisions (7) | 712 | 856 | |||
| Consolidated balance sheet | 107 | Deferred income tax liabilities (16) | 1,561 | 2,338 | ||
| Consolidated profit and loss account | 108 | Long-term liabilities (8) | 1,074 | 753 | ||
| Consolidated statement of | Total non-current liabilities | 3,347 | 3,947 | |||
| comprehensive income | 109 | |||||
| Consolidated cash flow statement | 110 | Current liabilities | ||||
| Consolidated statement of | Current liabilities (9) | 124,932 | 152,333 | |||
| changes in equity | 111 | Income tax payables (16) | 3,387 | 8,023 | ||
| Notes to the consolidated | Total current liabilities | 128,319 | 160,356 | |||
| financial statements | 113 | Total liabilities | 131,666 | 164,303 | ||
| Net assets | 347,727 | 328,269 | ||||
| Company Financial statements |
||||||
| Company balance sheet | 161 | Group equity (10) | ||||
| Company profit and loss account | 162 | Share capital | 1,499 | 1,481 | ||
| Notes to the company balance sheet | Share premium | 76,765 | 68,654 | |||
| and profit and loss account | 163 | Reserves | 231,885 | 209,244 | ||
| Unappropriated result | 37,122 | 48,424 | ||||
| Non-controlling interest | 456 | 466 | ||||
| Total equity | 347,727 | 328,269 |
| Consolidated financial statements | ||
|---|---|---|
| Consolidated balance sheet | 107 | |
| Consolidated profit and loss account | 108 | |
| Consolidated statement of | ||
| comprehensive income | 109 | |
| Consolidated cash flow statement | 110 | |
| Consolidated statement of | ||
| changes in equity | 111 | |
| Notes to the consolidated | ||
| financial statements | 113 | |
| 2015 | 2014 |
|---|---|
| 9,397 | 15,303 | |
|---|---|---|
| $-825$ | $-207$ | |
| 8,572 | 15,096 | 109 |
| 40, 10 | 04,025 |
|---|---|
| 63,517 | 45,630 | |
|---|---|---|
| 506 | 546 | |
| 64,023 | 46,176 |
| Net income | 37,604 | 48,927 |
|---|---|---|
| Other comprehensive income | ||
| Items that may be reclassified subsequently | ||
| to profit or loss | ||
| Exchange differences arising on translation | ||
| of foreign operations | 9,397 | 15,303 |
| Income tax relating to components of other | ||
| comprehensive income | -825 | -207 |
| Total other comprehensive income (net of tax) | 8,572 | 15,096 |
| Total comprehensive income | 46,176 | 64,023 |
| Attributable to: | ||
| Ordinary shareholders | 45,630 | 63,517 |
| Non-controlling interests | 546 | 506 |
| Total comprehensive income | 46,176 | 64,023 |
x EUR 1,000
| 2015 | 2014 | 2015 | 2014 | ||||
|---|---|---|---|---|---|---|---|
| Revenue | 1,228,948 | 1,386,585 | Net income | 37,604 | 48,927 | ||
| Direct personnel expenses (13) | 998,939 | 1,137,547 | |||||
| Contribution Margin | 230,009 | 249,038 | Other comprehensive income | ||||
| Indirect personnel expenses (13) | 107,833 | 109,720 | Items that may be reclassified subsequently | ||||
| Depreciation and amortisation (14) | 8,417 | 7,750 | to profit or loss | ||||
| Other expenses (15) | 57,640 | 56,857 | Exchange differences arising on translation | ||||
| Total operating costs | 173,890 | 174,327 | of foreign operations | 9,397 | 15,303 | ||
| Income tax relating to components of other | |||||||
| Operating profit | 56,119 | 74,711 | comprehensive income | -825 | -207 | ||
| 108 AR '15 | Total other comprehensive income (net of tax) | 8,572 | 15,096 | 109 | |||
| Exchange differences | 1,781 | 974 | |||||
| Interest income | 333 | 513 | |||||
| Interest expenses | -641 | -937 | Total comprehensive income | 46,176 | 64,023 | ||
| Financial income and expense | 1,473 | 550 | |||||
| Share of profit of investments accounted | Attributable to: | ||||||
| for using the equity method (4) | -928 | 110 | |||||
| Ordinary shareholders | 45,630 | 63,517 | |||||
| Group result before tax | 56,664 | 75,371 | Non-controlling interests | 546 | 506 | ||
| Total comprehensive income | 46,176 | 64,023 | |||||
| Tax (16) | 19,060 | 26,444 | |||||
| Group result after tax | 37,604 | 48,927 | |||||
| Net income attributable to equity holders | |||||||
| of the parent (ordinary shares) | 37,122 | 48,424 | |||||
| Net income attributable to non-controlling interest | 482 | 503 | |||||
| Net income for the year | 37,604 | 48,927 | |||||
| Basic earnings per share in EUR (17) | 0.75 | 0.99 | |||||
| Diluted earnings per share in EUR (17) | 0.74 | 0.98 |
| Reserves | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Share Capital Premium |
Trans- lation |
Share reserve payments earnings |
based Retained | Un- appro- priated |
Attrib- utable to result shareholders |
Non ordinary controlling interest |
Total | |
| Balance at 1 January 2014 | 1,218 | 58,498 | -11,097 | 6,030 173,532 | 49,525 | 277,706 | 387 278,093 | ||
| Net income | 48,424 | 48,424 | 503 48,927 | ||||||
| Exchange differences arising on | |||||||||
| translation of foreign operations | 15,300 | 15,300 | 3 15,303 | ||||||
| Income tax relating to components | |||||||||
| of other comprehensive income | -207 | -207 | -207 | ||||||
| Total comprehensive income | - | - | 15,093 | - | - | 48,424 | 63,517 | 506 64,023 | |
| Cash dividend (10) | -27,138 | -27,138 | -427 -27,565 | ||||||
| Appropriation of result | 22,387 -22,387 | ||||||||
| Share split | 246 | -246 | |||||||
| Share based payments | 3,299 | 3,299 | 3,299 | ||||||
| Option rights exercised | 17 | 10,402 | -2,914 | 2,914 | 10,419 | 10,419 | |||
| Balance at 31 December 2014 | 1,481 | 68,654 | 3,996 | 6,415 198,833 | 48,424 | 327,803 | 466 328,269 | ||
| Net income | 37,122 | 37,122 | 482 37,604 | ||||||
| Exchange differences arising on | |||||||||
| translation of foreign operations Income tax relating to components |
9,333 | 9,333 | 64 | 9,397 | |||||
| of other comprehensive income | -825 | -825 | -825 | ||||||
| Total comprehensive income | - | - | 8,508 | - | - | 37,122 | 45,630 | 546 46,176 | |
| Cash dividend (10) | -34,884 | -34,884 | -556 -35,440 | ||||||
| Appropriation of result | 13,540 -13,540 | ||||||||
| Modification of share based | |||||||||
| payment scheme (11) | -1,383 | -1,383 | -1,383 | ||||||
| Share based payments (11) | 1,578 | 398 | 1,976 | 1,976 | |||||
| Option rights exercised (11) | 18 | 8,111 | -2,234 | 2,234 | 8,129 | 8,129 | |||
| Balance at 31 December 2015 | 1,499 | 76,765 | 12,504 | 4,376 215,005 | 37,122 | 347,271 | 456 347,727 |
x EUR 1,000
| 2015 | 2014 | |||
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| Group result before tax | 56,664 | 75,371 | ||
| Adjustments for: | Reserves | |||
| Depreciation and amortisation (14) | 8,417 | 7,750 | Un- Attrib- |
|
| Interest income | -333 | -513 | Trans- Share appro- utable to Non |
|
| Interest expenses | 641 | 937 | Share Share lation based Retained priated ordinary controlling Capital Premium reserve payments earnings result shareholders interest Total |
|
| Share of loss/(profit from associates) | 928 | -110 | ||
| Other non cash expenses (20) | 2,266 | 284 | Balance at 1 January 2014 1,218 58,498 -11,097 6,030 173,532 49,525 277,706 387 278,093 |
|
| Share based payments | 2,123 | 3,299 | ||
| Changes in: | Net income 48,424 48,424 503 48,927 |
|||
| Receivables (18) | 78,287 | 95 | Exchange differences arising on | |
| Provisions (7) | -144 | -878 | translation of foreign operations 15,300 15,300 3 15,303 |
|
| Long-term liabilities (8) | 321 | - | Income tax relating to components | |
| Current liabilities (19) | -32,837 | -1,061 | of other comprehensive income -207 -207 -207 |
|
| 116,333 | 85,174 | Total comprehensive income - - 15,093 - - 48,424 63,517 506 64,023 |
||
| 110 AR '15 | Income tax paid (16) | -28,376 | -28,867 | 111 |
| Interest paid | -641 | -937 | Cash dividend (10) -27,138 -27,138 -427 -27,565 |
|
| Interest received | 333 | 513 | Appropriation of result 22,387 -22,387 |
|
| Cash flow from operating activities | 87,649 | 55,883 | Share split 246 -246 |
|
| Share based payments 3,299 3,299 3,299 |
||||
| Cash flow from investing activities | Option rights exercised 17 10,402 -2,914 2,914 10,419 10,419 |
|||
| Additions to property, plant & equipment (3) | -4,125 | -3,064 | Balance at 31 December 2014 1,481 68,654 3,996 6,415 198,833 48,424 327,803 466 328,269 |
|
| Additions to software (2) | -3,362 | -5,974 | ||
| Disposals of property, plant & equipment (3) | 271 | - | Net income 37,122 37,122 482 37,604 |
|
| Additions to financial fixed assets (4) | - | -50 | Exchange differences arising on | |
| -7,216 | -9,088 | translation of foreign operations 9,333 9,333 64 9,397 |
||
| Income tax relating to components | ||||
| Cash flow from financial operations | of other comprehensive income -825 -825 -825 |
|||
| Issue of new shares | 8,129 | 10,419 | Total comprehensive income - - 8,508 - - 37,122 45,630 546 46,176 |
|
| Dividend non-controlling interest | -556 | -427 | ||
| Dividend ordinary shareholders | -34,884 | -27,138 | Cash dividend (10) -34,884 -34,884 -556 -35,440 |
|
| -27,311 | -17,146 | Appropriation of result 13,540 -13,540 |
||
| Modification of share based | ||||
| Total cash flow | 53,122 | 29,649 | payment scheme (11) -1,383 -1,383 -1,383 |
|
| Share based payments (11) 1,578 398 1,976 1,976 |
||||
| Cash position at 1 January | 125,070 | 89,671 | Option rights exercised (11) 18 8,111 -2,234 2,234 8,129 8,129 |
|
| Exchange rate movements | 1,845 | 5,750 | ||
| Cash position at 31 December | 180,037 | 125,070 | Balance at 31 December 2015 1,499 76,765 12,504 4,376 215,005 37,122 347,271 456 347,727 |
Brunel 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 Brunel include the company and its subsidiaries (together referred to as 'Brunel'). A summary of the main subsidiaries is included on page 112 of this report.
The financial statements were signed and authorised for issue by the Board of Directors and released for publication on 4 March 2016. The financial statements and the dividend proposal are subject to adoption by the General Meeting of Shareholders on 17 May 2016.
Unless stated otherwise all the information in these financial statements is in thousands of Euro, which is the Company's functional currency. All financial information presented in Euro has been rounded to the nearest thousand.
Brunel's activities are mainly secondment, project management, recruitment and consultancy.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union for the year starting 1 January 2015 and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.
The financial information relating to Brunel International 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 financial statements have been prepared under the historical cost convention, and financial assets and financial liabilities at fair value through profit and loss.
The following new and revised International Financial Reporting Standards (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.
° Annual Improvements to IFRSs – 2010-2012 Cycle and 2011 – 2013 Cycle ° Defined Benefit Plans: Employee Contributions – Amendments to IAS 19
Brunel International N.V.'s main participations are listed below. These are included in the consolidated financial statements of Brunel International N.V. Unless otherwise stated, all these participations are, directly or indirectly, wholly-owned and Brunel has full or over half of the voting power. Some non-material participations are not included in the list.
Brunel Corporate B.V., Amsterdam, The Netherlands Brunel Nederland B.V., Rotterdam, The Netherlands Brunel Energy Holding B.V., Rotterdam, The Netherlands Brunel Energy Europe Staff B.V., Amsterdam, The Netherlands Brunel Energy Europe B.V., Rotterdam, The Netherlands Brunel CR B.V., Amsterdam, The Netherlands Brunel Energy Nederland B.V., Rotterdam, The Netherlands Brunel Consultants N.V., Mechelen, Belgium Brunel Engineering Consultants N.V., Mechelen, Belgium Brunel International UK Ltd, London, United Kingdom Brunel Service GmbH & Co. KG,Bremen, Germany Brunel GmbH, Bremen, Germany Car Synergies GmbH, Bochum, Germany Brunel Austria GmbH, Salzburg, Austria Brunel Switzerland AG, Zürich, Switzerland Brunel International France Sarl, Paris, France Brunel Italia SRL, Verona, Italy Brunel Energy Norge AS,Stavanger, Norway Brunel Polska Sp. Z o.o., Wroclaw, Poland Brunel Denmark ApS, Copenhagen, Denmark Brunel Recruitment Kazakhstan Atyrau LLP, Atyrau, Kazakhstan Brunel Energy Nigeria Ltd, Lagos, Nigeria Brunel Energy LLC, Dubai, United Arab Emirates Brunel DMCC, Dubai, United Arab Emirates Brunel Oil & Gas Services WLL, (75%) Doha, Qatar Brunel India Private Ltd, Mumbai, India Brunel Energy Kuwait WLL, (75%) Farwania, Kuwait Ishtar Baghdad for General Services LLC Baghdad, Iraq Brunel Technical Services Company (Kurdistan) LLC Erbil, Iraq 112 AR '15 113
Brunel Energy Japan K.K. Tokyo, Japan Brunel International South East Asia Pte Ltd, Singapore Brunel Technical Services, Pte Ltd, Singapore Brunel Energy Malaysia SDN BHD, Kuala Lumpur, Malaysia Brunel Korea Ltd, Ulsan, South Korea Brunel Energy Hong Kong Ltd, Hong Kong, China Brunel Hong Kong Ltd, Hong Kong, China Brunel Consultancy Shanghai Ltd, Shanghai, China Brunel Technical Services Manpower Corporation Makati City, Philippines Brunel Technical Services Philippines Inc, Makati City, Philippines Brunel Technical Services Thailand Ltd, Bangkok, Thailand Brunel Energy (Thailand) Ltd, Bangkok, Thailand Brunel Energy Pty Ltd, Perth, Australia Brunel Technical Services Pty Ltd, Perth, Australia Brunel Construction & Maintenance Services Pty Ltd, Perth, Australia Brunel Energy Inc, Houston, Unites States of America Brunel Energy Canada Inc, Calgary, Canada Multec Canada Ltd, Toronto, Canada Brunel Energy Servicos Ltda Brasil, Rio de Janeiro, Brazil
Accounting principles for the valuation of assets and liabilities and determination of profit
Goodwill is allocated to groups of cash-generating units for the purpose of impairment testing. The allocation is made to those groups of cashgenerating units that are expected to benefit from the business combination in which the goodwill arose.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cashgenerating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in the profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
The recoverable amount is based on the higher of the fair value less cost of disposal and 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 external data.
Acquisition-related intangible assets (customer databases and trade names) that are acquired by Brunel and have definite useful lives are stated at cost less accumulated amortisation and impairment losses. When an intangible asset is acquired in a business combination, its cost is the fair value at the date of its acquisition. This cost is determined on a basis that reflects the estimated amount that the entity would have paid for the asset in an arm's length transaction between knowledgeable and willing parties, based on the best information available. If the fair value cannot be measured reliably, the asset is not recognised as a separate intangible asset, but is included in goodwill. Amortisation of acquisition-related intangible assets is charged to operating expenses on a straight-line basis over their estimated useful lives, from the date they are available for use. The residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. Refer to Note 2 Other intangible assets for further details.
Acquired software (licenses) and developed software are stated at cost less accumulated amortisation and impairment losses. Expenditures in relation to the development of identifiable and unique software products used by Brunel, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets and amortised over their estimated useful lives. Capitalised costs include employee costs of software development and an appropriate portion of relevant overhead. Expenditures associated with maintaining computer software programs are recognised as an
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:
The Board of Directors is currently in the process of assessing the impact of the valuation of assets and liabilities and on its income statement. Based on current lease commitments, the impact on the valuation of assets and liabilities is expected to be material.
The consolidated financial statements include the financial information of Brunel International N.V. and its subsidiaries.
Subsidiaries relate to companies controlled directly or indirectly by Brunel International N.V.
The Board of Directors does not anticipate that the new IFRS 15 and IFRS 9 standards and amendments will have a significant effect on amounts reported in the consolidated financial statements. Application of the new standards and amendments may result in more extensive disclosures in the financial statements. 114 AR '15 115
These companies are listed on page 112. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The results of acquired or disposed companies are consolidated from the date which control is transferred and the date the control is ceased, respectively.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from Brunel's equity therein. Non-controlling interests consist of the net equity value of those interests at the date of the original business combination and the Noncontrolling interests' share of changes in equity since the date of the combination. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the noncontrolling interests. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling interests even if this results in the noncontrolling interests having a deficit balance.
stated at fair value. Subsequent measurement is at amortised costs less provision for impairment.
Provisions are recognised for legally enforceable or constructive obligations as a result of a past event and for which the settlement is likely to require an outflow of resources and to the extent these can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at an interest rate that reflects the current market assessments of the time value of money and, where appropriate, the risks specific to the obligation.
Provisions for onerous contracts are recognised if the expected benefits to be derived by Brunel from a contract are lower than the unavoidable cost of meeting its obligations under the contract. Estimated amounts for legal claims are provided for at the lowest amount at which Brunel expects the claim to be reasonably settled. Due to the highly uncertain timing of the expected future cash out-flow, provided amounts for legal claims are categorised to be settled within one year after the balance sheet date, unless these are explicitly expected to be settled differently.
Long-term liabilities are recognised initially at fair value, net of transaction costs incurred. Long-term liabilities are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss account over the period of the long-term liabilities using the effective interest method.
Current liabilities are initially stated at fair value and subsequently measured at amortised cost using the effective interest method.
Cash and cash equivalents include cash in hand and deposits held at call with banks.
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 relating to transactions in foreign currency are recorded in the profit and loss account. Exchange differences due to the consolidation of foreign companies are charged or credited directly in other comprehensive income to the translation reserve.
For the purpose of presenting consolidated financial statements, the assets and liabilities of Brunel's foreign operations are translated into Euro using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period.
Brunel operates in countries with different currencies. All companies have, as their functional currency, the local currency of the country in which they operate, which is their primary economic environment. The functional currency of the parent company, as well as of a major portion of its subsidiaries, is the Euro.
expense when incurred. Amortisation of software applications is charged to operating expenses and/or cost of services on a straight-line basis over their estimated useful lives, from the date they are available for use. The residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. Acquired computer software licenses are amortised, using the straight line method, over their useful lives.
Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses.
Historical cost includes expenditures that are directly attributable to the acquisition of the assets. Depreciation of property, plant and equipment is charged to operating expenses on a straight-line basis over their estimated useful lives, from the date they are available for use. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within depreciation and amortisation in the profit and loss account.
Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date
of acquisition. The group's investment in associates includes goodwill identified on acquisition.
All business combinations are accounted for by applying acquisition method. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any noncontrolling interest in the acquiree on an acquisitionby-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. When a company or business is acquired, the acquirer recognises goodwill as an asset. Goodwill is recognised for the future economic benefits arising from assets acquired that are not individually identified and separately recognised. The excess of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill. 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. 116 AR '15 117
Trade receivable and other receivables are initially
Other revenue such as in cases where Brunel acts as a service provider, revenues are reported on a net basis, when the service is rendered.
Direct personnel expenses relate to costs attributed directly to the services provided.
Foreign exchange differences relating to bank balances are recorded in the financial income and expense, other foreign exchange differences are recorded in the contribution margin.
Interest income comprises interest received on outstanding deposits and interest costs comprise interest due on funds drawn, calculated using the effective interest method.
All pension plans prevailing within Brunel are defined contribution plans, which are funded through payments to independent entities. Brunel has no legal or constructive obligations to pay further contributions if these separate entities do not hold sufficient assets to
pay all employees the pension benefits relating to employee service in the current and prior periods. The regular contributions constitute net periodic costs for the year in which they are due and are included within direct and indirect personnel expenses.
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 receivables as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in
The translation reserve comprises all translation differences arising from the translation of the net investment in activities in currencies other than the Euro. Such translation differences are recognised initially in other comprehensive income and presented in this separate component of shareholders' equity and recognised in the statement of comprehensive income on disposal of the net investment. The translation reserve also includes the tax effect on translation differences.
Foreign currency transactions are translated into the functional currency at the exchange rate applicable at the date of the transactions. Currency translation differences resulting from the settlement of these transactions and the translation of the monetary assets and liabilities denominated in foreign currency at the balance sheet date are recognised as exchange differences in the consolidated profit and loss account. 118 AR '15 119
Brunel has a share based payment arrangement under which options are granted to the directors and senior management of the company. These options are settled in ordinary shares. The grant date fair value of these options is included in the indirect personnel expenses. The expenses are credited to equity for the same amount. The fair value is calculated based on the Black-Scholes option valuation model. At each balance sheet date, Brunel revises its estimates of the number of options that are expected to become exercisable subject to continued employment based on this nonmarket vesting condition. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity. The share-based payment reserve relates to options granted by Brunel to its employees under its share option plan.
In 2015 the option scheme has been replaced by a SAR scheme. The SAR granted to personnel are conditional and linked to performance targets for the year of allocation. The SAR scheme is a cash settled plan.
The fair value of these SAR's is charged to the income statement in the indirect personnel expenses from the grant date through vesting date linearly. The fair value of the SAR is determined at every year-end based on the Black and Scholes option valuation model. At each balance sheet date, Brunel revises its estimates of the number of SAR's that are expected to become exercisable subject to continued employment based on this non-market vesting condition. The impact of the revision of original estimates, if any, is recognised in the income statement with a corresponding entry to liabilities.
The SAR liability relates to SAR's granted by Brunel to its employees under its SAR scheme.
Revenue is recognised when it is probable that the economic benefits will flow to the company and when the amount can be measured reliably. Revenue for Brunel is mainly derived from the provision of services to third parties after deduction of sales tax and discounts granted. The following types of revenue are recognised;
Contracting revenue (rendering of services) whereby hours or days worked at agreed rates during the financial reporting period are recognised as revenue. Reimbursable expenses related revenue in cases where Brunel acts as a principal are recognised as a gross amount (including true up) upon the receipt of a reimbursable claim.
Recruitment revenue relate to revenue for the recruitment of employees for third parties whereby revenue is recognised once the service has been completed.
estimates and assumptions concerning the future. The resulting reported amounts will, by definition, rarely equal the related actual outcome. Estimates and judgments are continually evaluated and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable under the circumstances. The following estimates, assumptions and judgments have an inherent significant risk of potentially causing material adjustments to the carrying amounts of assets and liabilities within the next financial year.
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.
Brunel tests whether intangible assets have suffered any impairment, in case of triggering events and at least annually for goodwill. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts of cashgenerating units have been determined using, amongst other instruments, value-in-use calculations. These calculations require the use of estimates. Based on these impairment tests, impairment losses, if any, are identified. However, should the actual performance of these cash-generating units become materially worse compared to the performance based on the estimates, possible impairment losses could arise, or could deviate
from the detected impairment losses. This impairment loss or deviation could have impact on the carrying amounts of the intangible assets. For the impairment testing of goodwill, refer to note 1 and note 2.
Brunel has receivables on third parties in numerous countries. These receivables include revenue to be invoiced. Significant judgment is required in determining the collectability of the receivables. When the expected payments are different from the fair value such differences will impact the valuation of the receivable. Hence an allowance for bad debts will be recognised, which will be deducted from the receivables. Refer to note 5.
Due to the nature of provisions, a considerable part of their determination is based on estimates and/or judgments, including assumptions concerning the future. The actual outcome of these uncertain factors may be materially different from the estimates, causing differences with the estimated provisions. Hence, the differences between actual outcomes and the recorded provisions can impact results over the periods involved. The timing of outflow of resources to settle these obligations is subject to the same uncertain factors. Refer to note 7.
Brunel is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide deferred tax asset on, amongst other items, tax losses carry-forward. There are many uncertain factors that influence the amount
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. Brunel's liability for current tax is calculated using applicable rates.
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 funding items charged or credited directly to equity, in which case the related deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
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. 120 AR '15 121
where there is an intention to settle the balances on a net basis.
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 accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows.
Operating segments have been identified on the basis of internal 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 focused at components engaged in providing services 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 segments operating in other economic environments.
In the preparation of financial statements, management makes certain critical accounting
| Assets 31 December |
Liabilities 31 December |
||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| US dollar | 116,416 | 124,174 | 15,440 | 24,929 | |
| Australian dollar | 61,134 | 79,871 | 19,770 | 20,301 | |
| 177,550 | 204,045 | 35,210 | 45,230 |
| 2015 2014 2015 |
2014 |
|---|---|
| 177,550 204,045 35,210 |
45,230 |
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 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 when 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 |
|||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| US dollar Impact |
Australian dollar impact |
||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Profit or loss | -149 | -22 | 797 | 1,091 | |
| Other equity | 7,856 | 6,918 | 2,393 | 1,304 | |
| Total Equity | 7,707 | 6,896 | 3,190 | 2,395 | |
| Revenue | 27,080 | 33,726 | 22,513 | 28,595 |
of the tax losses carry-forward. Brunel recognises deferred tax assets on tax losses carryforward based on their best estimates. When the actual results are different from the amounts that were initially estimated, such differences will impact the income tax in the income statement and the deferred tax assets and/or deferred tax liabilities in the period in which these deviations occur.
Brunel'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. Brunel's overall risk management program focuses to minimise potential adverse effects on the financial performance of Brunel. This program is
implemented and carried out under policies approved by the Board of Directors.
Brunel 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 Brunel is aimed at maximising the distributions to shareholders, while reserving enough capital to ensure the ability to continue as a going concern and to fund planned growth. Brunel's strategy is to use existing cash and cash flows in stead of long-term credit facilities to finance further growth. This typically leads to high solvency rates. 122 AR '15 123
Brunel 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 Brunel derivative financial instruments are not used or hedging activities undertaken. The department Corporate Finance & Control monitors the worldwide cash position.
X EUR 1,000
Currency fluctuations affect the consolidated results, because a portion of the cash flow is generated in other currencies than Euro. Brunel 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 Brunel is limited to the exchange risk over the results in foreign currencies. The foreign currencies that can have a material effect on the income statement of Brunel 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:
Goodwill has been allocated for impairment testing purposes to two individual cash generating units:
| 2014 | ||
|---|---|---|
| 6,634 | ||
| $-2,653$ 3,981 |
125 | |
| - | ||
| 123 4,104 |
||
| 6,634 | ||
| $-2,530$ 4,104 |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. Brunel 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 include an allowance for bad debts. Reference is made to note 5. Generally services are provided to large and financially strong companies. In order to minimise credit risk exposure Brunel intensively monitors the payment behaviour of their customers. Other policies limit the amount of credit exposure to any financial institution. Despite these internal procedures, uncollectible debts can not be ruled out, but the risk of a material erosion of the
| receivable include an allowance for bad debts. Reference is made to note 5. Generally services are |
Due to the nature of Brunel's business the operating | 2015 | 2014 | |||
|---|---|---|---|---|---|---|
| 124 AR '15 | provided to large and financially strong companies. In order to minimise credit risk exposure Brunel intensively monitors the payment behaviour of their |
cash flows are substantially independent of changes in market interest rates. Interest coverage is the leading parameter in managing interest exposure. Due to the |
At cost at 1 January Accumulated impairment and |
6,634 | 6,634 | 125 |
| customers. Other policies limit the amount of credit | capital structure of Brunel the interest paid and | exchange rate movements | -2,530 | -2,653 | ||
| exposure to any financial institution. Despite these | received are immaterial amounts and hence no | Balance at 1 January | 4,104 | 3,981 | ||
| internal procedures, uncollectible debts can not be ruled out, but the risk of a material erosion of the |
material interest rate risk applies. | Changes in carrying amount: Contingent consideration Exchange rate movements Balance at 31 December |
- 114 4,218 |
- 123 4,104 |
||
| At cost at 31 December Accumulated impairment and |
6,634 | 6,634 | ||||
| exchange rate movements | -2,416 | -2,530 | ||||
| Balance at 31 December | 4,218 | 4,104 |
operating profit is small. As per 31 December 2015 the largest receivable against a single counterparty amounted EUR 8.1 million (31 December 2014: EUR 7.1 million). For 2015, largest revenue from transactions with a single external customer amounted to EUR 53.9 million (2014: EUR 111.5 million).
All cash generating units have substantial headroom available to cover variations in assumptions
The other intangible assets consist of the following:
The amortisation rates are as follows:
Residual values are considered to be zero.
| 2014 | |||
|---|---|---|---|
| 14,131 | |||
| 482 | |||
| 606 | |||
| 15,219 | |||
| 2015 | 2014 | ||
|---|---|---|---|
| Brunel Germany | 2,844 | 2,844 | |
| Brunel Energy | 1,374 | 1,260 | |
| Balance at 31 December | 4,218 | 4,104 |
In the financial year the company assessed the recoverable amount of goodwill for the main allocated amounts. The recoverable amount of the main cashgenerating unit (Brunel Germany) 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 external data. The forecasted cash
| flows have been derived from the budget 2016. | ||||||
|---|---|---|---|---|---|---|
| The value in use of the main cash generating unit | 2015 | 2014 | ||||
| In the financial year the company assessed the | resulted in no impairment compared to the carrying | |||||
| 126 AR '15 | recoverable amount of goodwill for the main allocated | amount as at 31 December 2015. | Software | 12,883 | 14,131 | 127 |
| amounts. The recoverable amount of the main cash | Trade name For All Finance | 160 | 482 | |||
| Customer database For All Finance | - | 606 | ||||
| generating unit (Brunel Germany) for which goodwill is | Management has projected cash flow forecasts over a | Balance at 31 December | 13,043 | 15,219 | ||
| capitalised is based on value in use. The value in use | period of five years. The annual budget is used as a |
Management has projected cash flow forecasts over a period of five years. The annual budget is used as a basis for the projection in the first year whereas key assumptions were applied for the extrapolation of the results to the period after the second year.
Key assumptions used in calculation of the value in use for the significant cash generating unit Brunel Germany are:
| 2015 | 2014 | |
|---|---|---|
| Revenue growth | 5% | 5% |
| Budgeted gross margin | 35.5% | 35% |
| Overhead costs increase | 2% | 2% |
| Pre tax discount factor | 14% | 16% |
| Depreciations and | Depreciations are used | Depreciations are used |
| investments plans | for new or replacing | for new or replacing |
| investments | investments | |
| 2014 | 2015 |
|---|---|
| At cost at 1 January | 16,403 | At cost at 1 January | 965 | 965 | |
|---|---|---|---|---|---|
| Accumulated depreciation | -4,282 | Accumulated amortisation | |||
| Balance at 1 January 2014 | 12,121 | and impairment | -483 | -161 | |
| Balance at 1 January | 482 | 804 | |||
| Changes in carrying amount: | |||||
| Additions | 5,974 | Changes in carrying amount: | |||
| Disposals 128 AR '15 |
- | Amortisation | -322 | -322 | 129 |
| Transfer from PP&E | 430 | Balance at 31 December | 160 | 482 | |
| Amortisation | -4,420 | ||||
| Exchange rate | 26 | At cost at 31 December | 965 | 965 | |
| Total changes 2014 | 2,010 | Accumulated amortisation | |||
| and impairment | -805 | -483 | |||
| At cost at 31 December | 22,646 | Balance at 31 December | 160 | 482 | |
| Accumulated amortisation | -8,515 | ||||
| Balance at 31 December 2014 | 14,131 | ||||
| Changes in carrying amount: | In 2013 the estimated useful life of the trade name has | adjusted prospectively. The impact for the coming half | |||
| Additions | 3,362 | been reviewed and consequently adjusted from | year amounts to EUR 160. | ||
| Disposals | - | indefinite to three years. This change in estimate is | |||
| Amortisation | -4,662 | ||||
| Exchange rate | 52 | ||||
| Total changes 2015 | -1,248 | ||||
| At cost at 31 December | 25,928 | ||||
| Accumulated amortisation | -13,045 | ||||
Balance at 31 December 2015 12,883
Software mainly includes financial and business supporting software acquired.
The average remaining amortisation period is four years.
| Office Equipment | Computer systems | Total | |
|---|---|---|---|
| Office Equipment | Computer systems | Total | |
|---|---|---|---|
| At cost at 1 January | 20,591 | 4,837 | 25,428 |
| Accumulated depreciation | -12,485 | -3,808 | -16,293 |
| Balance at 1 January 2014 | 8,106 | 1,029 | 9,135 |
| Changes in carrying amount: | |||
| Additions | 2,653 | 411 | 3,064 |
| Disposals | - | - | - |
| Transfer to Software | - | -430 | -430 |
| Depreciation | -1,996 | -407 | -2,403 |
| Exchange rate | 129 | 75 | 204 |
| Total changes 2014 | 786 | -351 | 435 |
| At cost at 31 December | 23,005 | 4,186 | 27,191 |
| Accumulated depreciation | -14,113 | -3,508 | -17,621 |
| Balance at 31 December 2014 | 8,892 | 678 | 9,570 |
| Changes in carrying amount: | |||
| Additions | 3,804 | 321 | 4,125 |
| Disposals | -243 | -28 | -271 |
| Depreciation | -2,430 | -397 | -2,827 |
| Exchange rate | 118 | 14 | 132 |
| Total changes 2015 | 1,249 | -90 | 1,159 |
| At cost at 31 December | 25,756 | 4,043 | 29,799 |
| Accumulated depreciation | -15,615 | -3,455 | -19,070 |
| Balance at 31 December 2015 | 10,141 | 588 | 10,729 |
| Depreciation rate | 20-40% | 20-40% | 20-40% |
No leased items are included in property, plant and equipment. Residual values are considered to be zero.
The carrying amount equals the estimated fair value of the assets.
| 2015 | 2014 | Office Equipment | Computer systems | Total | ||||
|---|---|---|---|---|---|---|---|---|
| At cost at 1 January | 3,937 | 3,937 | At cost at 1 January | 20,591 | 4,837 | 25,428 | ||
| Accumulated depreciation | -12,485 | -3,808 | -16,293 | |||||
| Accumulated depreciation | Balance at 1 January 2014 | 8,106 | 1,029 | 9,135 | ||||
| and impairment | -3,331 | -2,726 | ||||||
| Balance at 1 January | 606 | 1,211 | Changes in carrying amount: | |||||
| Additions | 2,653 | 411 | 3,064 | |||||
| 130 AR '15 | Changes in carrying amount: | Disposals | - | - | - | 131 | ||
| Amortisation | -606 | -605 | Transfer to Software | - | -430 | -430 | ||
| Balance at 31 December | - | 606 | Depreciation | -1,996 | -407 | -2,403 | ||
| Exchange rate | 129 | 75 | 204 | |||||
| At cost at 31 December | 3,937 | 3,937 | Total changes 2014 | 786 | -351 | 435 | ||
| Accumulated amortisation | ||||||||
| and impairment | -3,937 | -3,331 | At cost at 31 December | 23,005 | 4,186 | 27,191 | ||
| Balance at 31 December | - | 606 | Accumulated depreciation | -14,113 | -3,508 | -17,621 | ||
The tables below provide summarised financial information for the associate that is material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not Brunel International N.V.'s share of
those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.
The net asset value has been fully provided for and the result has been included in our consolidated profit and loss account.
| 2015 | 2014 | |
|---|---|---|
| Balance at 1 January | 160 | - |
| Acquisition of associate | - | 40 |
| Result for the year | -928 | 110 |
| Reclass negative participations to | ||
| receivable associates | 753 | |
| Exchange rate movements | 15 | 10 |
| Balance at 31 December | - | 160 |
| Result for the year | -928 | 110 | 31 December 2015 | 31 December 2014 | ||||
|---|---|---|---|---|---|---|---|---|
| Reclass negative participations to | ||||||||
| receivable associates | 753 | Current assets | 6,698 | 2,323 | ||||
| Exchange rate movements | 15 | 10 | Current liabilities | 6,751 | 2,001 | |||
| 132 AR '15 | Balance at 31 December | - | 160 | Long-term liabilities | 700 | - | 133 | |
| Net assets | -753 | 322 | ||||||
| 2015 | 2014 | |||||||
| Interest in associates | share capital consisting solely of ordinary shares, | Opening net assets 1 January | 322 | 80 | ||||
| which are held directly by the group. The country of | Profit/(loss) for the period | -1,139 | 223 | |||||
| Set out below is the associates of the group as at | incorporation or registration is also their principal place | Foreign exchange | 64 | 19 | ||||
| 31 December 2015 which, in the opinion of the directors, are material to the group. The entity listed below has |
of business, and the proportion of ownership interest is the same as the proportion of voting rights held. |
Closing net assets at 31 December | -753 | 322 | ||||
| Summarised statement of comprehensive income | ||||||||
| % of ownership interest | Carrying amount | 2015 | 2014 | |||||
| Country of | Nature of Measurement |
|||||||
| Name of entity incorporation |
relationship method |
Revenue | 7,979 | 2,032 | ||||
| 2015 2014 |
2015 2014 |
Profit/(loss) for the period | -1,139 | 223 | ||||
| IBR Solucões Limitada (1) Angola |
49% 49% |
Associate Equity method |
- 160 |
|||||
| Revenue | 7.979 |
|---|---|
| Profit/(loss) for the period | $-1.139$ |
| % of ownership interest | Carrying amount | ||||||
|---|---|---|---|---|---|---|---|
| Name of entity | Country of incorporation |
Nature of relationship |
Measurement method |
||||
| 2015 | 2014 | 2015 | 2014 | ||||
| IBR Solucões Limitada (1) | Angola | 49% | 49% | Associate | Equity method | - | 160 |
(1) IBR Solucões Limitada is an associate of Brunel International N.V. operating in Angola.
| 2015 | 2014 |
|---|---|
| 7,404 | 7,288 |
|---|---|
| -1,643 | -552 |
| 1,311 | 284 |
| 229 | 384 |
| 7,301 | 7,404 |
| 18,748 | |
|---|---|
| 10,061 | |
| 3,324 | |
| 5,363 |
| Total | 10,860 | 18,748 |
|---|---|---|
| 120+ days - past due, not impaired | 4,857 | 10,061 |
| 90-120 days - past due, not impaired | 2,013 | 3,324 |
| 60-90 days - past due, not impaired | 3,990 | 5,363 |
The improved aging is mainly caused by the implementation of new vendor management systems and new invoicing requirements by some large clients in 2014, and as a consequence in 2014 those clients had difficulties to process/authorise the invoices sent. In 2015 these difficulties have been solved and the aged positions decreased accordingly. There are no disputed amounts in the aged positions.
The specific credit terms granted vary from 14-90 days. These terms are based on the general terms and conditions of Brunel and/or specific agreements with individual customers.
Generally services are provided to large and financially strong companies, which are mainly operating in the oil industry. In order to minimise credit risk exposure Brunel intensively monitors the payment behaviour of their
| 2015 | 2014 | |
|---|---|---|
| Trade accounts receivables | 165,256 | 219,849 |
| Receivable from associates | 2,664 | - |
| Prepayments | 8,756 | 10,550 |
| Accrued income | 66,347 | 85,868 |
| Other receivables | 10,604 | 7,689 |
| Balance at 31 December | 253,627 | 323,956 |
Ageing of past due and not impaired trade accounts receivables is as follows: 134 AR '15 135
All receivables have an expected term of less than one year. The carrying amount of these receivables equals the fair value. Prepayments and accrued income include a Nigerian withholding tax receivable of EUR 2,150 (2014: EUR 2,931) for which EUR 2,150 (2014: EUR 2,272) has been impaired.
The amount of trade accounts receivables above includes an allowance for bad debts. All of the amounts included in the allowance for bad debts relate to individually impaired trade accounts receivables. A provision for impairment of trade and other receivables is established when it is more likely than not that the Group will not be able to collect the
amounts receivable. The provision for impairment of trade receivables is based on the trade receivable portfolio experience of subsidiaries, as well as on individual assessments of expected non-recoverable receivables. Significant financial difficulties of the debtor, the probability that the debtor will enter into bankruptcy or financial reorganisation, and serious default or delinquency in payments, are considered indicators that the trade receivable is impaired. The amount of the provision is equal to the difference between the carrying amount of the asset and the present value of estimated future cash flows.
The movement in this allowance is as follows:
The long-term liabilities concerns the long-term part of the agreed rent free period for offices in
The Netherlands. These amounts will expire within one to five years. The carrying amount of these liabilities equals the fair value.
| 2014 | |
|---|---|
| 24,199 | |
| 44,482 | |
| 280 | |
| 46,171 | |
| 32,563 | |
| 4,638 | |
| 152,333 | |
Practically all liabilities have an expected term of less than one year. The majority of trade payables and taxes and social security charges are due within a range of 1–45 days. The majority of the other liabilities and accrued employee expenses are due within a range of 1–180 days. The carrying amount of these liabilities equals the fair value.
customers based on specific agreements with individual customers and the credit worthiness of the customer. Based on historical behaviour of their customers Brunel does not expect any material write-offs.
| freely disposable on grounds of issued bank guarantees. | 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|---|
| 7. Provisions | Trade payables | 16,634 | 24,199 | |||||
| 136 AR '15 | Taxes and social security charges | 40,623 | 44,482 | 137 | ||||
| Pensions | 732 | 280 | ||||||
| Accrued employee expenses | 38,428 | 46,171 | ||||||
| Onerous contracts | Sickness | Total | Accrued expenses | 27,181 | 32,563 | |||
| Other liabilities | 1,334 | 4,638 | ||||||
| Balance at 1 January | 436 | 420 | 856 | Balance at 31 December | 124,932 | 152,333 | ||
This item consists mainly of bank balances, part of which EUR 12.1 million (2014: EUR 12.6 million) is not freely disposable on grounds of issued bank guarantees.
| Onerous contracts | Sickness | Total | |
|---|---|---|---|
| Balance at 1 January | 436 | 420 | 856 |
| Additions | - | 82 | 82 |
| Withdrawals | -226 | - | -226 |
| Release | - | - | - |
| Balance at 31 December | 210 | 502 | 712 |
The provision for onerous contracts represents the present value of the future lease payments that the Group is presently obligated to make under non cancellable operating lease contracts for premises. The estimate may vary as a result of the utilisation of the leased premises and sub-lease arrangements where applicable.
The majority of the non-current part of these provisions is expected to be settled within three years of the balance sheet date.
The provision for sickness represents the obligation for continuation of wage payment during extended periods of sickness.
Non-controlling interest
The movement in non-controlling interest is as follows:
| 2015 | 2014 | |
|---|---|---|
| Balance at 1 January | 466 | 387 |
|---|---|---|
| Result for the year | 482 | 503 |
| Dividend | -556 | -427 |
| Exchange rate movements | 64 | 3 |
| Balance at 31 December | 456 | 466 |
The authorised capital is EUR 5,998,000 divided into one priority share with a nominal value of EUR 10,000 and 199.6 million ordinary shares with a nominal value of EUR 0.03. The subscribed capital consists of 49,967,624 ordinary shares (2014: 49,396,624) with a value of EUR 1,499,029.
The movement in the number of issued shares is:
Except for the translation reserve, all reserves are freely distributable. In 2014 the cash dividend per share was EUR 0.70. The proposed dividend for 2015 will be EUR 0.75 per share and an additional super dividend of EUR 0.75 per share. Further information is provided in the consolidated statement of changes in Group equity on page 111 of this report.
| Balance at 1 January | 466 | 387 | |||||
|---|---|---|---|---|---|---|---|
| 2015 | 2014 | Result for the year | 482 | 503 | |||
| Dividend | -556 | -427 | |||||
| Issued at 1 January | 49,396,624 | 24,357,812 | Exchange rate movements | 64 | 3 | ||
| 138 AR '15 | Issue of shares | 318,000 | Balance at 31 December | 456 | 466 | 139 | |
| Issued at 3 June | 24,675,812 | ||||||
| Share Split | 24,675,812 | ||||||
| Issue of shares | 571,000 | 45,000 | |||||
| Issued at 31 December | 49,967,624 | 49,396,624 | |||||
At 3 June 2014, a two-for-one share split has occurred.
The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority shareholder loses its majority share in Brunel International 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 Brunel International N.V. and are posted on the company's website.
| Year granted | 2010 | 2011 | 2012 | 2013 | 2014 | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding options: | Outstanding option rights J.A. van Barneveld | |||||||||||||
| 1 January 2015 | 100,000 | 100,000 | 150,000 | 75,000 | 100,000 | 525,000 | ||||||||
| Modification of plan | - | - | -150,000 | -75,000 | - | -225,000 | ||||||||
| Year granted | 2010 | 2011 | 2012 | 2013 | 2014 | Total | Granted Exercised |
- -100,000 |
- - |
- - |
- - |
- - |
- -100,000 |
|
| Forfeited | - | - | - | - | - | - | ||||||||
| Outstanding at | 31 December 2015 | - | 100,000 | - | - | 100,000 | 200,000 | |||||||
| 1 January 2015 | 130,000 | 320,000 | 787,000 | 772,000 | 1,246,000 | 3,255,000 | Exercise prices in EUR | 12.65 | 15.31 | - | - | 22.92 | ||
| Modification of plan | - | - | -337,000 | -292,000 | -344,000 | -973,000 | Outstanding option rights P.A. de Laat | |||||||
| Granted | - | - | - | - | - | - | ||||||||
| Exercised | -130,000 | -141,000 | -300,000 | - | - | -571,000 | 1 January 2015 | - | - | - | 10,000 | 40,000 | 50,000 | |
| Forfeited 140 AR '15 |
- | - | -8,000 | -62,000 | -435,000 | -505,000 | Modification of plan | - | - | - | -10,000 | -40,000 | -50,000 | 141 |
| Granted | - | - | - | - | - | - | ||||||||
| Outstanding at | Exercised | - | - | - | - | - | - | |||||||
| 31 December 2015 | - | 179,000 | 142,000 | 418,000 | 467,000 | 1,206,000 | Forfeited | - | - | - | - | - | - | |
| Weighted average exercise price in EUR | 12.77 | 14.51 | 15.00 | 16.29 | 22.92 | 18.44 | 31 December 2015 | - | - | - | - | - | - | |
| Exercise prices in EUR | - | - | - | - | - | |||||||||
| Range of exercise prices in EUR | ||||||||||||||
| 12.65 – 13.15 10.38 – 15.40 | 15.00 16.29 – 17.21 | 22.92 | Outstanding option rights J.A. de Vries | |||||||||||
| 1 January 2015 | - | - | 20,000 | 40,000 | 40,000 | 100,000 | ||||||||
| Expiry date | 17 March | 4 March | 2 March | 1 March – | 1 March | Modification of plan | - | - | -20,000 | -40,000 | -40,000 | -100,000 | ||
| 2015 | 2016 | 2017 15 May 2018 | 2019 | Granted | - | - | - | - | - | - | ||||
| Exercised | - | - | - | - | - | - | ||||||||
| Forfeited | - | - | - | - | - | - | ||||||||
| 31 December 2015 | - | - | - | - | - | - | ||||||||
| Exercise prices in EUR | - | - | - | - | - | |||||||||
| Outstanding option rights J.M. Ekkel | ||||||||||||||
| 1 January 2015 | - | - | 20,000 | - | - | 20,000 | ||||||||
| Modification of plan | - | - | - | - | - | - | ||||||||
| Granted | - | - | - | - | - | - | ||||||||
| Exercised | - | - | -20,000 | - | - | -20,000 | ||||||||
| Forfeited | - | - | - | - | - | - | ||||||||
| 31 December 2015 | - | - | - | - | - | - | ||||||||
| Exercise prices in EUR | - | - | 15.00 | - | - | |||||||||
| Year granted | 2010 | 2011 | 2012 | 2013 | 2014 | Total |
|---|---|---|---|---|---|---|
| Outstanding at 1 January 2015 |
130,000 | 320,000 | 787,000 | 772,000 | 1,246,000 | 3,255,000 |
| Modification of plan Granted Exercised Forfeited |
- - -130,000 - |
- - -141,000 - |
-337,000 - -300,000 -8,000 |
-292,000 - - -62,000 |
-344,000 - - -435,000 |
-973,000 - -571,000 -505,000 |
| Outstanding at 31 December 2015 |
- | 179,000 | 142,000 | 418,000 | 467,000 | 1,206,000 |
| Weighted average exercise price in EUR | 12.77 | 14.51 | 15.00 | 16.29 | 22.92 | 18.44 |
| Range of exercise prices in EUR | 12.65 – 13.15 10.38 – 15.40 | 15.00 16.29 – 17.21 | 22.92 | |||
| Expiry date | 17 March 2015 |
4 March 2016 |
2 March | 1 March – 2017 15 May 2018 |
1 March 2019 |
For the Dutch participants the option scheme has been modified based on IFRS 2 guidance for options that had not vested yet. The only adjustment is that the possibility to settle options in shares has been cancelled. As a consequence the scheme for these participants is a cash settled plan. This modification is accounted for by a reclass from equity to liabilities. This modification has been done to align our compensation scheme with current practises
Due to the cash settlement method of the SAR's, the rights are subject to a mark-to-market valuation exercise to measure the fair value on the specific balance date. When (re)measuring the fair value on the latest reporting date, the expected life of the right is determined based on the expectation regarding exercise behaviour of the participants (in line with IFRS 2 B16-21). Exercise behaviour is influenced by for example share price development.
The grant date fair value of the SAR's is determined based on the Black and Scholes option valuation model. In this model the expected volatility is based on historical volatility of the Company shares (29.61%) over the past three years, the expected dividend yield is based on the dividend policy and set at 4.0%, an expected life of five years and a risk free interest of -0.40%. The risk free interest is based on the yield of AAA rated EU government bonds with a one year maturity. The weighted average fair value of SAR's granted in 2015 amounts to EUR 2.93. During 2015 740,500 SAR's have been granted conditionally, no SAR's could be exercised and 45,000 SAR's were forfeited. The total costs of the SAR scheme in 2015 recognised in the P&L amount to EUR 730. Per year end the total liability for the SAR scheme amounts to EUR 1,530. Costs are spread over the period in which employees provide services.
Brunel has entered into long-term non-cancellable commitments under rent and lease contracts. Brunel 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.
In 2015 the option scheme has been replaced by a SAR scheme. The SAR's granted to personnel are conditional and linked to performance targets for the year of allocation. The main performance targets are revenue and EBIT. The vesting period is three years. Options can be exercised during two years after vesting on condition that the employee is still in the service of the company. The SAR scheme is a cash settled plan. There is no incremental fair value as a result of the settlement method modification. 142 AR '15 143
| 2015 Number of options |
Weighted average exercise price |
2014 Number of options |
Weighted average exercise price |
|
|---|---|---|---|---|
| Balance at the beginning of year | 3,255,000 | 18.20 | 3,256,000 | 15.42 |
| Modification of plan | -973,000 | 18.25 | ||
| Granted during the year | - | - | 1,322,000 | 22.92 |
| Exercised during the year | -571,000 | 14.24 | -681,000 | 15.30 |
| Forfeited during the year | -505,000 | 21.98 | -642,000 | 16.92 |
| Balance at the end of year | 1,206,000 | 18.44 | 3,255,000 | 18.20 |
The number and amounts for 2014 in the table above are adjusted for the stock split per 3 June 2014. A twofor-one share split has occurred and the exercise price of the options was adjusted to 0.5 of the original exercise price. This modification did therefore not result in an incremental fair value to be recognised.
The options granted to personnel are conditional and linked to performance targets for the year of allocation. The main performance targets are revenue and EBIT. The vesting period is three years. Options can be exercised during two years after vesting on condition that the employee is still in the service of the company. The method of settlement can be sale of treasury shares or share issue.
All options are granted with an exercise price equal to the market price of the shares at the day of granting.
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. This last condition does not apply to the 2014 and 2015 series for the CEO.
The weighted average share price of options exercised in 2015 amounts to EUR 14.24 (2014 EUR 23.40). Options exercised by the Board of Directors are exercised at a weighted average share price of EUR 12.65 (2014 EUR 22.84).
The reference dates are the date of granting, and precisely three years later. As per 31 December 2015 only the 2011 and the 2012 outstanding options can be exercised.
Shares will be issued by Brunel on the day of exercising the options. No financing arrangement is in place in relation to the share options granted. Brunel does not hold any treasury shares.
The profit and loss account includes the following amounts:
| Direct | Indirect | Direct | Indirect |
|---|---|---|---|
The pension scheme is classified as defined contribution.
| 31 December 2015 | 31 December 2014 | ||
|---|---|---|---|
| Expire in year 1 | 13,531 | 14,564 | |
| Expire in years 2-5 | 22,973 | 23,789 | |
| Expire in years 6 and later | 9,011 | 11,874 | |
| Total | 45,515 | 50,227 |
| Interest in other companies | Sailing Holland B.V. a controlled entity as of | 2015 | 2014 | |||||
|---|---|---|---|---|---|---|---|---|
| 144 AR '15 | As of 31 October 2015 Sailing Holland B.V. will no longer | 31 October 2015. The results of Sailing Holland B.V. up to 31 October 2015 (control end date) are included in |
Direct | Indirect | Direct | Indirect | 145 | |
| act as a structure to facilitate Brunel's participation in | the consolidated profit and loss. The impact of the | Salaries | 760,950 | 79,999 | 887,364 | 81,921 | ||
| the Volvo Ocean Race. As a consequence, the | change of control on the balance sheet and the profit | Pension charges | 20,236 | 2,088 | 16,915 | 2,753 | ||
| longer met. The group therefore does not consider | Other | 186,527 | 16,182 | 192,609 | 15,468 109,720 |
|||
| conditions of IFRS 12 of a structured entity are no | and loss is not significant. | Social charges Total |
31,226 998,939 |
9,564 107,833 |
40,659 1,137,547 |
9,578 |
| Year granted | 2012 | 2013 | 2014 | 2015 | Total |
|---|---|---|---|---|---|
| J.A. van Barneveld, CEO | 150,000 | 75,000 | - | 70,000 | 295,000 |
| P.A. de Laat, CFO | - | 10,000 | 20,000 | 50,000 | 80,000 |
| J.A. de Vries, COO Energy | 20,000 | 40,000 | 40,000 | 50,000 | 150,000 |
| Range of exercise prices in EUR | 15.00 16.29 – 17.21 | 22.92 | 17.68 |
| 2015 | 2014 | |
|---|---|---|
| Other intangible assets (2) | 5,590 | 5,347 |
| Property, plant and equipment (3) | 2,827 | 2,403 |
| Total | 8,417 | 7,750 |
| 2014 | |||
|---|---|---|---|
| 5,347 2,403 7,750 |
The directors' remunerations charged to the results in 2015 (2014) are set out below:
| Short-term employee | J.A. de Vries, COO Energy | 20,000 | 40,000 | 40,000 | 50,000 | 150,000 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| benefits | Termination | Share based | Range of exercise prices in EUR | 15.00 16.29 – 17.21 | 22.92 | 17.68 | |||||||||
| Salary | Bonus | Pension | Other ** | Benefit | Payments | Total | |||||||||
| Board of Directors: | |||||||||||||||
| J.A. van Barneveld, CEO | 600 (600) 180 (200) | 60 (197) | 157 (-) | - | 326 (697) | 1,323 (1,694) | |||||||||
| 146 AR '15 | P.A. de Laat, CFO | 280 (230) | 65 (75) | 6 (10) | 10 (-) | - | 71 (51) | 432 (366) | 14. Depreciation and amortisation | 147 | |||||
| J.A. de Vries, COO Energy | 280 (237) | 25 (106) | 8 (14) | 13 (-) | - | 129 (121) | 455 (478) | ||||||||
| J.M. Ekkel, COO Europe | The costs for depreciation and amortisation in the profit | ||||||||||||||
| (stepped down per | and loss account consist of: | ||||||||||||||
| 7 November 2014) | - (216) | - (50) | - (9) | - | - (333)* | - (13) | - (621) | ||||||||
| Supervisory Board: | |||||||||||||||
| D. van Doorn | 55 (51) | - | - | - | - | - | 55 (51) | 2015 | 2014 | ||||||
| A. Schouwenaar | 50 (46) | - | - | - | - | - | 50 (46) | ||||||||
| J. Bout | 50 (44) | - | - | - | - | - | 50 (44) | Other intangible assets (2) | 5,590 | 5,347 | |||||
| Property, plant and equipment (3) | 2,827 | 2,403 | |||||||||||||
| 1,315 (1,424) 270 (431) | 74 (230) | 180 (-) | - (333) | 526 (882) | 2,365 (3,300) | Total | 8,417 | 7,750 | |||||||
| 2015 | 2014 | |
|---|---|---|
| Current tax (income)/expense | 19,994 | 28,669 |
| Deferred tax( income)/expense | -934 | -2,225 |
| Tax (income)/expense | 19,060 | 26,444 |
| 2015 | 2014 | |
|---|---|---|
| Income tax at Dutch corporation income tax rate | 14,166 | 25.0% | 18,815 | 25.0% |
|---|---|---|---|---|
| Permanent differences: | ||||
| Difference with foreign tax rates | 3,961 | 7.0% | 4,565 | 6.0% |
| Weighted average applicable tax rate | 18,127 | 32.0% | 23,380 | 31.0% |
| Adjustment previous years | -2,678 | -4.7% | 807 | 1.1% |
| Non-taxable items | -778 | -1.4% | -656 | -0.9% |
| Tax losses not recognised as deferred tax asset | 1,920 | 3.4% | 931 | 1.2% |
| Derecognition of deferred tax asset | 918 | 1.6% | - | - |
| Other taxes | 1,551 | 2.7% | 1,982 | 2.6% |
| Effective tax charge | 19,060 | 33.6% | 26,444 | 35.1% |
| 2014 | ||
|---|---|---|
| 28,669 | ||
| $-2,225$ | ||
| 26,444 | ||
The 2015 other expenses amount to EUR 57.6 million (2014: EUR 56.9 million) and include EUR 14.2 million (2014: EUR 14.1 million) rental costs and leasing costs.
| 148 AR '15 | Pricewaterhouse Coopers Accountants N.V. |
Member firms / affiliates |
Total 2015 |
Pricewaterhouse Coopers Accountants N.V. |
Member firms / affiliates |
Total 2014 |
In 2015, the effective tax rate on the result before tax | 149 | |
|---|---|---|---|---|---|---|---|---|---|
| Audit fees | 488 | 729 | 1,217 | 466 | 1,050 | 1,516 | is 33.6% (2014: 35.1%). | ||
| Audit related fees | 9 | 31 | 40 | 15 | 42 | 57 | The reconciliation between the actual tax expense and | ||
| Tax services | - | 89 | 89 | - | 123 | 123 | the tax expense based on the Dutch corporate income | ||
| Other non-audit fees | - | 63 | 63 | - | 43 | 43 | tax rate (2015 and 2014: 25%) is as follows: | ||
| Total | 497 | 912 | 1,409 | 481 | 1,258 | 1,739 |
The fees listed above relate to the procedures applied to the company and its consolidated group entities by accounting firm and external auditors as referred to in article 1(1) of the Dutch Accounting Firms Oversight Act (Dutch acronym: Wta).
forecasted results for the relevant group companies. The deferred tax liabilities relate to temporary differences and retained earnings in foreign
subsidiaries which will be subject to Dutch corporate income tax once distributed to the relevant parent company.
| Opening balance |
in P&L | Recognised Exchange rate adjusted |
Closing balance |
|
|---|---|---|---|---|
| Deferred tax assets | ||||
| Deferred tax assets in relation to: | ||||
| Temporary differences in allowance for doubtful debt | 510 | -37 | 8 | 481 |
| Temporary differences valuation other intangible assets | 1,666 | 729 | - | 2,395 |
| Temporary differences in accruals employee expenses | 1,942 | -561 | -144 | 1,237 |
| 4,118 | 131 | -136 | 4,113 | |
| Recognised tax losses | 8,230 | 24 | 362 | 8,616 |
| Total deferred tax assets | 12,348 | 155 | 226 | 12,729 |
| Deferred tax liabilities | ||||
| Deferred tax liability in relation to: | ||||
| Temporary differences valuation other intangible assets | -272 | 232 | - | -40 |
| Temporary differences in accruals employee expenses | -298 | 142 | - | -156 |
| Retained earnings from subsidiaries | -1,768 | 405 | -2 | -1,365 |
| Total deferred tax liabilities | -2,338 | 779 | -2 | -1,561 |
| Total deferred tax assets and liabilities | 10,010 | 934 | 224 | 11,168 |
Deferred tax assets amounting to EUR 8,616 (2014: EUR 8,230) are dependent on future taxable profits in excess of the profits arising from the reversal of existing temporary differences. The part of deferred tax assets that is expected to be recovered within one year is estimated at EUR 679. Unused tax losses for which no deferred tax assets have been recognised
amount to EUR 12,803 (2014: EUR 4,772). All tax losses, either recognised or unrecognised can be offset with future profits. Dependant on the country these losses can either be offset within 15 years or indefinitely. In addition tax credits amounting to EUR 2,817, which are dependent of the composition of future profits, have not been recognised.
The effective tax rate is strongly affected by changes in the mix of results of subsidiaries in countries with different tax rates and/or systems. Countries with alternative minimum taxes had a relatively lower share in the results.
The adjustment previous years mainly relate to the settlement of withholding tax receivables in 2015, that was not anticipated hence the receivable was fully provided for. Other taxes mainly relate to withholding taxes on dividend and interest payments.
| Temporary differences in allowance for doubtful debt | 510 | -37 | 8 | 481 | ||||
|---|---|---|---|---|---|---|---|---|
| Current | Deferred | Total | Temporary differences valuation other intangible assets | 1,666 | 729 | - | 2,395 | |
| 150 AR '15 | Temporary differences in accruals employee expenses | 1,942 | -561 | -144 | 1,237 | |||
| Balance at 1 January 2015 | 4,118 | 131 | -136 | 4,113 | ||||
| Tax asset | 2,145 | 12,348 | 14,493 | Recognised tax losses | 8,230 | 24 | 362 | 8,616 |
| Tax liability | -8,023 | -2,338 | -10,361 | Total deferred tax assets | 12,348 | 155 | 226 | 12,729 |
| -5,878 | 10,010 | 4,132 | ||||||
| Movements during the year | Deferred tax liabilities | |||||||
| Paid/Received | 28,376 | - | 28,376 | Deferred tax liability in relation to: | ||||
| Through Profit and loss | -19,994 | 934 | -19,060 | Temporary differences valuation other intangible assets | -272 | 232 | - | -40 |
| Through other comprehensive income | -825 | - | -825 | Temporary differences in accruals employee expenses | -298 | 142 | - | -156 |
| Exchange rate adjustment | -56 | 224 | 168 | Retained earnings from subsidiaries | -1,768 | 405 | -2 | -1,365 |
| 7,501 | 1,158 | 8,659 | Total deferred tax liabilities | -2,338 | 779 | -2 | -1,561 | |
| Balance at 31 December 2015 | Total deferred tax assets and liabilities | 10,010 | 934 | 224 | 11,168 | |||
| Tax asset | 5,010 | 12,729 | 17,739 | |||||
| Tax liability | -3,387 | -1,561 | -4,948 | |||||
| 1,623 | 11,168 | 12,791 |
During the financial year an amount of EUR -825 was credited directly to other comprehensive income (2014: EUR -207) for tax relating to foreign exchange results recorded directly in the shareholders' equity.
The deferred tax assets originate from accumulated tax losses (mainly from USA, Germany and Austria), foreign tax credits and temporary differences. Recognition of these assets is based on the
| 2015 | 2014 | |
|---|---|---|
| Balance at 1 January | 323,956 | 304,613 |
| Change in allowance for bad debts | -2,266 | -284 |
| Change in receivables | -78,287 | -95 |
| Reclass negative participations to | ||
| receivable associates | -753 | - |
| Exchange rate movements | 10,977 | 19,722 |
| Balance at 31 December | 253,627 | 323,956 |
| 2015 | 2014 |
|---|---|
| 152,333 | 143,217 |
| -32,837 | -1,061 |
| 1,530 | - |
| 3,906 | 10,177 |
| 124,932 | 152,333 |
| 2015 | 2014 | 2015 | 2014 | ||||
|---|---|---|---|---|---|---|---|
| Weighted average number of ordinary shares | Balance at 1 January | 323,956 | 304,613 | ||||
| for the purpose of basic earnings per share | 49,682,124 | 49,056,124 | Change in allowance for bad debts | -2,266 | -284 | ||
| Change in receivables | -78,287 | -95 | |||||
| Effect of dilutive potential ordinary shares | Reclass negative participations to | ||||||
| from share based payments | 321,000 | 450,000 | receivable associates | -753 | - | ||
| Exchange rate movements | 10,977 | 19,722 | |||||
| 152 AR '15 | Weighted average number of ordinary shares | Balance at 31 December | 253,627 | 323,956 | |||
| for the purpose of diluted earnings per share | 50,003,124 | 49,506,124 | |||||
| Net income for ordinary shareholders in EUR | 37,122,000 | 48,424,000 | |||||
| 19. Current liabilities | |||||||
| Basic earnings per share in EUR | 0.75 | 0.99 | |||||
| Diluted earnings per share in EUR | 0.74 | 0.98 | |||||
The majority of the items on the consolidated cash flow statement are, on an individual basis crossreferenced to the relevant notes on the consolidated income statement 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 income statement and balance sheet are shown below.
| 2014 | |
|---|---|
| 304,613 | |
| $-284$ | |
| $-95$ | |
| - | |
| 19,722 | |
| 323,956 | |
| 2014 | ||
|---|---|---|
| 143,217 $-1,061$ |
||
| - 10,177 152,333 |
x EUR 1,000, unless stated otherwise
The reportable segments are identified at components engaged in providing services that are subject to risks and returns 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 & 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.
| Revenue | Contribution margin | Operating profit | ||||||
|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |||
| Oil & Gas | ||||||||
| Energy* | 696,648 | 806,040 | 83,845 | 100,361 | 20,711 | 36,555 | ||
| Projects | 117,048 | 175,643 | 12,503 | 17,608 | 8,329 | 12,962 | ||
| Total Oil & Gas | 813,696 | 981,683 | 96,348 | 117,969 | 29,040 | 49,517 | ||
| Europe | ||||||||
| Germany | 196,412 | 201,707 | 70,050 | 73,373 | 19,434 | 24,079 | ||
| Netherlands | 188,437 | 175,372 | 55,713 | 50,711 | 15,444 | 11,812 | ||
| Other regions | 30,403 | 27,823 | 7,635 | 6,985 | -525 | -459 | ||
| Total Europe | 415,252 | 404,902 | 133,398 | 131,069 | 34,353 | 35,432 | ||
| Unallocated | 263 | -7,274 | -10,238 | |||||
| 1,228,948 | 1,386,585 | 230,009 | 249,038 | 56,119 | 74,711 | |||
* In the segment Energy a revenue of EUR 17.5 million (2014: EUR 24.7 million) is generated in The Netherlands.
The other non-cash expenses include the change in allowance for bad debts recognised in the result (note 5) and the impairment of other receivables.
The Board of Directors, the Supervisory Board, majority shareholder and participations are considered to be related parties. For information about the Directors' remuneration reference is made to note 13. Transactions with related parties were made on terms equivalent to those that prevail in arm's length transactions. Included under other operating expenses is an amount of EUR 79 (2014: EUR 79) paid as consultancy fee to the majority shareholder of Brunel International N.V. Additionally there is an amount receivable from the majority shareholder of Brunel International N.V. of EUR 110 (2014: EUR 0). 154 AR '15 155
| 2015 | 2014 | |||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Oil & Gas | ||||
| Energy | 5,905 | 683 | 7,013 | 745 |
| Projects | 428 | 24 | 611 | 26 |
| Total Oil & Gas | 6,333 | 707 | 7,624 | 771 |
| Europe | ||||
| Germany | 2,074 | 439 | 2,171 | 428 |
| Netherlands | 2,143 | 370 | 1,978 | 348 |
| Other regions | 344 | 85 | 328 | 77 |
| Total Europe | 4,561 | 894 | 4,477 | 853 |
| Total | 10,894 | 1,601 | 12,101 | 1,624 |
| Total workforce | 12,495 | 13,725 |
| 2015 | 2014 | ||
|---|---|---|---|
| Direct | Indirect | Direct | Indirect |
| 5,905 | 683 | 7,013 | 745 |
| 428 | 24 | 611 | 26 |
| 6,333 | 707 | 7,624 | 771 |
| 428 | |||
| 348 | |||
| 344 | 85 | 328 | 77 |
| 4,561 | 894 | 4,477 | 853 |
| 10,894 | 1,601 | 12,101 | 1,624 |
| 13,725 | |||
| Projects | The total number of direct and indirect employees with the group companies is set out below: Average workforce Oil & Gas Total Oil & Gas Germany 2,074 Netherlands 2,143 Other regions Total Europe Total workforce |
439 370 12,495 |
2,171 1,978 |
Total Europe 8,047 8,719 50,087 47,910 2,919 2,676
Unallocated -885 144 3,874 3,781
19,060 26,444 131,666 164,303 8,417 7,750
Other segment information provides an overview of the activities with regard to professional specialisation.
| Revenue | Operating profit | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Engineering | 290,860 | 297,626 | 26,121 | 31,079 |
| Oil & Gas | 813,696 | 981,683 | 29,040 | 49,517 |
| IT | 58,188 | 50,653 | 4,233 | 3,349 |
| Unallocated | 66,204 | 56,623 | -3,275 | -9,234 |
| 1,228,948 | 1,386,585 | 56,119 | 74,711 |
| 2015 | 2014 | an overview of the activities with regard | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | to professional specialisation. | |||||||
| Oil & Gas | |||||||||||
| Energy | 5,046 | 595 | 6,806 | 756 | Revenue | Operating profit | |||||
| Projects | 202 | 19 | 511 | 28 | 2015 | 2014 | 2015 | 2014 | |||
| Total Oil & Gas | 5,248 | 614 | 7,317 | 784 | |||||||
| Engineering | 290,860 | 297,626 | 26,121 | 31,079 | |||||||
| 158 AR '15 | Europe | Oil & Gas | 813,696 | 981,683 | 29,040 | 49,517 | 159 | ||||
| Germany | 2,139 | 426 | 2,146 | 454 | IT | 58,188 | 50,653 | 4,233 | 3,349 | ||
| Netherlands | 2,334 | 377 | 2,072 | 356 | Unallocated | 66,204 | 56,623 | -3,275 | -9,234 | ||
| Other regions | 330 | 86 | 346 | 74 | 1,228,948 | 1,386,585 | 56,119 | 74,711 | |||
| Total Europe | 4,803 | 889 | 4,564 | 884 | |||||||
| Total | 10,051 | 1,503 | 11,881 | 1,668 | |||||||
| Total workforce | 11,554 | 13,549 |
x EUR 1,000, before profit appropriation
| 31 December 2015 | 31 December 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Employees | Non-current assets | |||||||
| Other intangible assets (21) | 11,853 | 10,830 | ||||||
| The total number of direct and indirect | Property, plant & equipment | 159 | 57 | |||||
| employees with the group | Financial assets (22) | 270,757 | 230,304 | |||||
| companies is set out below: | Deferred income tax assets | 2,723 | 1,757 | |||||
| Total non-current assets | 285,492 | 242,948 | ||||||
| Average workforce | Current assets net of current liabilities | |||||||
| Trade and other receivables (23) | 83,555 | 113,433 | ||||||
| 2015 | 2014 | Income tax receivables | 232 | - | ||||
| Direct | Indirect | Direct | Indirect | Cash and cash equivalents | 27,841 | 10,974 | ||
| Total current assets | 111,628 | 124,407 | ||||||
| Engineering | 3,101 | 598 | 3,190 | 525 | ||||
| Oil & Gas | 6,333 | 707 | 7,624 | 771 | Total assets | 397,120 | 367,355 | |
| IT | 660 | 102 | 579 | 83 | ||||
| Unallocated | 800 | 194 | 708 | 245 | Non-current liabilities | |||
| 10,894 | 1,601 | 12,101 | 1,624 | Deferred income tax liabilities | 436 | 436 | ||
| Total non-current assets | 436 | 436 | ||||||
| Total workforce | 12,495 | 13,725 | ||||||
| Current liabilities | ||||||||
| Current liabilities (24) | 49,413 | 38,305 | ||||||
| Income tax payables | - | 811 | ||||||
| Workforce at 31 December | Total current liabilities | 49,413 | 39,116 | |||||
| Total liabilities | 49,849 | 39,552 | ||||||
| 2015 | 2014 | |||||||
| Direct | Indirect | Direct | Indirect | Net assets | 347,271 | 327,803 | ||
| Engineering | 3,155 | 585 | 3,141 | 549 | Shareholders' equity (25) | |||
| Oil & Gas | 5,248 | 614 | 7,317 | 784 | Share capital | 1,499 | 1,481 | |
| IT | 739 | 107 | 606 | 89 | Share premium | 76,765 | 68,654 | |
| Unallocated | 909 | 197 | 817 | 246 | General reserve | 219,381 | 205,248 | |
| 10,051 | 1,503 | 11,881 | 1,668 | Translation reserve | 12,504 | 3,996 | ||
| Unappropriated result | 37,122 | 48,424 | ||||||
| Total workforce | 11,554 | 13,549 | ||||||
| Total shareholders' equity | 347,271 | 327,803 |
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Engineering | 3,101 | 598 | 3,190 | 525 | |
| Oil & Gas | 6,333 | 707 | 7,624 | 771 | |
| IT | 660 | 102 | 579 | 83 | |
| Unallocated | 800 | 194 | 708 | 245 | |
| 10,894 | 1,601 | 12,101 | 1,624 | ||
| Total workforce | 12,495 | 13,725 |
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| Engineering | 3,155 | 585 | 3,141 | 549 | |
| Oil & Gas | 5,248 | 614 | 7,317 | 784 | |
| IT | 739 | 107 | 606 | 89 | |
| Unallocated | 909 | 197 | 817 | 246 | |
| 10,051 | 1,503 | 11,881 | 1,668 | ||
| Total workforce | 11,554 | 13,549 |
Notes to the company balance sheet and profit and loss account x EUR 1,000, unless stated otherwise
The financial statements of Brunel International N.V. have been prepared using the option of section 362, subsection 8, of Book 2 of Dutch 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 115 until 120.
Subsidiaries of Brunel International N.V. are presented using the equity method.
| 2014 | |
|---|---|
| 13,352 | |
| $-3,331$ | |
| 10,021 | |
| 4,422 | |
| $-3,613$ | |
| 10,830 | |
| 17,774 | |
| $-6,944$ | |
| 10,830 | |
This concerns software. Movements during the year:
| 2015 | 2014 | |
|---|---|---|
| At cost at 1 January | 17,774 | 13,352 |
| Accumulated amortisation | -6,944 | -3,331 |
| Balance at 1 January | 10,830 | 10,021 |
| Changes in carrying amount | ||
| Additions | 4,587 | 4,422 |
| Amortisation | -3,564 | -3,613 |
| Balance at 31 December | 11,853 | 10,830 |
| At cost at 31December | 22,361 | 17,774 |
| Accumulated amortisation | -10,508 | -6,944 |
| Balance at 31 December | 11,853 | 10,830 |
x EUR 1,000
| 2015 | 2014 | |
|---|---|---|
| Result on participations (26) Other income and expenses after tax |
40,855 -3,733 |
54,222 -5,798 |
| Net result | 37,122 | 48,424 |
162 AR '15 163
Movements during the year:
| 2014 | 2015 |
|---|---|
The financial assets consist of the following:
| 31 December 2015 | 31 December 2014 | |
|---|---|---|
| Subsidiaries | 267,291 | 227,915 |
| Funding of group companies | 3,466 | 2,389 |
| 270,757 | 230,304 | |
| 31 December 2015 | 31 December 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Balance at 1 January | 2,389 | 7,167 | |||||
| Subsidiaries | 267,291 | 227,915 | Reclass negative participations to | ||||
| Funding of group companies | 3,466 | 2,389 | funding of group companies | 1,217 | -5,814 | ||
| 270,757 | 230,304 | Repayments | -1,945 | - | |||
| 164 AR '15 | Additions | 1,579 | 1,036 | 165 | |||
| Exchange rate movements | 226 | - | |||||
| Balance at 31 December | 3,466 | 2,389 |
Movements during the year:
| 2015 | 2014 | |
|---|---|---|
| Balance at 1 January | 227,915 | 159,452 |
| Capital contributions and acquisitions | 3,942 | 2,355 |
| Profit for the year | 40,855 | 54,222 |
| Dividend payment | -13,000 | -9,000 |
| Reclass negative participations to funding | ||
| of group companies | -1,217 | 5,814 |
| Exchange rate movements | 8,796 | 15,072 |
| Balance at 31 December | 267,291 | 227,915 |
Composition of and changes in shareholders' equity:
| Group companies Other receivables |
83,015 540 |
111,908 1,525 |
Share | Translation General reserve (legal |
Unappro priated |
Total | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 83,555 | 113,433 | Share Capital |
Premium | reserve | reserve) | result | 2015 | 2014 | ||||
| Balance at 1 January | 1,481 | 68,654 | 205,248 | 3,996 | 48,424 | 327,803 | 277,706 | |||||
| 166 AR '15 | 24. Current liabilities | Exchange differences result | 8,508 | 8,508 | 15,093 | 167 | ||||||
| Result financial year | 37,122 | 37,122 | 48,424 | |||||||||
| Cash dividend | -34,884 | -34,884 | -27,138 | |||||||||
| 31 December 2015 | 31 December 2014 | Appropriation of result | 13,540 | -13,540 | - | - | ||||||
| Modification of share based | ||||||||||||
| Group companies | 46,877 | 36,322 | payment scheme | -1,383 | -1,383 | |||||||
| Other liabilities | 2,536 | 1,983 | Share based payments | 1,976 | 1,976 | 3,299 | ||||||
| 49,413 | 38,305 | Option rights exercised | 18 | 8,111 | 8,129 | 10,419 | ||||||
| Balance at 31 December | 1,499 | 76,765 | 219,381 | 12,504 | 37,122 | 347,271 | 327,803 | |||||
In the year under review the cash dividend per share was EUR 0.70. The proposed dividend for 2015 will be EUR 0.75 per share and an additional super dividend of EUR 0.75 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 shareholder's equity of 2015 are disclosed in the consolidated statement of changes in group equity.
| 31 December 2015 | 31 December 2014 | |
|---|---|---|
| Group companies | 83,015 | 111,908 |
| Other receivables | 540 | 1,525 |
| 83,555 | 113,433 |
| 31 December 2015 | 31 December 2014 | |
|---|---|---|
| Group companies | 46,877 | 36,322 |
| Other liabilities | 2,536 | 1,983 |
| 49,413 | 38,305 |
Amsterdam, 4 March 2016
J.A. van Barneveld D. van Doorn P.A. de Laat A. Schouwenaar J.A. de Vries J. Bout
Salaries, social securities charges and pension expenses amounted to EUR 2.1 million, EUR 0.1 million and EUR 0.2 million, respectively for 2015 (2014: expenses of EUR 2.8 million, EUR 0.1 million and EUR
0.3 million, respectively). At the end of 2015 Brunel International N.V. employed 15 people (2014: 15), all in The Netherlands. Besides the Board of Directors and their personal assistants, these concern the group finance and legal department.
Disclosures of director's remuneration and audit fees are included in note 13 and 15 to the consolidated financial statements.
The company has guaranteed the liabilities for its Dutch participations Brunel Nederland B.V. and Brunel Energy Holding B.V. Other guarantees to the amount of EUR 0.7 million (2014: EUR 0.7 million) have been provided. Brunel International N.V. has guaranteed towards Brunel GmbH its receivable on Brunel Car Synergies GmbH. At December 2015 this receivable amounts to EUR 6.7 million (2014: EUR 7.0 million). Brunel International N.V. is part of fiscal unities for
| 168 AR '15 | 2015 | 2014 | 169 | |
|---|---|---|---|---|
| Profit group companies (22) | 40,855 | 54,222 | The Board of Directors The Supervisory Board |
corporate income taxes, as well as for value-added taxes. As a consequence, the company bears joint and several liabilities for the debts with respect to corporate income taxes and value-added taxes of the fiscal unities. The company settles corporate income taxes, based on the fiscal results before taxes of the subsidiaries belonging to the fiscal unity.
The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunel, subject to the condition precedent that the majority shareholder loses its majority share in Brunel International 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 Brunel International N.V. and are posted on the company's website.
*) 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
Events after balance sheet date / Subsequent events
No events of interest to the group as a whole took place after the balance sheet date.
Profit appropriation according to the articles of association
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 will be proposed to add the remainder of the profit to the general reserve.
It will be proposed to the General Meeting of Shareholders that a dividend of EUR 0.75 per share will be paid in cash. 172 AR '15 173
It will also be proposed to pay an additional super dividend of EUR 0.75 per share out of retained earnings.
To: the general meeting and Supervisory Board of Brunel International N.V.
summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial statements is EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the consolidated financial statements and Part 9 of Book 2 of the Dutch Civil Code for the company financial statements.
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.
We are independent of Brunel International N.V. in accordance with the 'Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten' (ViO) and other relevant independence requirements in The Netherlands. Furthermore, we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA).
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit approach
Overview and context We designed our audit by determining materiality and
assessing the risks of material misstatement in the financial statements. In particular, we looked at where the Board of Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Board of Directors that may represent a risk of material misstatement due to fraud.
We ensured that the audit teams both at group and at component levels included the appropriate skills and competences which are needed for the audit of a professional secondment company. We therefore included specialists in the areas of payroll, social charges and wage tax laws in our audit team.
We have audited the accompanying financial statements 2015 of Brunel International N.V., Amsterdam ('the company'). The financial statements include the consolidated financial statements of Brunel International N.V. and its subsidiaries (together: 'the Group') and the company financial statements.
The consolidated financial statements comprise:
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Overall group materiality EUR 1,965,000 (2014: EUR 2,250,000)
How we determined it 3.5% of operating profit (equals EBIT as reported by Brunel)
Rationale for benchmark applied We have applied this benchmark, a generally accepted auditing practice, based on our analysis of the common information needs of users of the financial statements. On this basis we believe that operating profit is an important metric for the financial performance of the company. The materiality decreased compared to last year due to the decrease in operating profit of the Company. The relative dependency on the more volatile energy business declined this year. Combined with a strong and further improved financial position over the last years we decided to use a percentage of 3.5% instead of 3% which we used in 2014
Component materiality To each component in our audit scope, we, based on our judgement, allocate materiality that is less than our overall group materiality. The range of materiality allocated across components varied between EUR 50,000 and EUR 1,950,000
We also take (possible) misstatements into account that, in our judgement, are material for qualitative reasons,
for example the disclosure of the remuneration of the board.
We agreed with the audit
committee and the Supervisory Board that we would report to them misstatements identified during our audit above
° Overall materiality: EUR 1,965,000 which represents 3.5% of operating profit
The scope of our audit is influenced by the application of materiality which is further explained in the section 'Our responsibility for the audit of the financial statements'.
We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and to evaluate the
effect of identified
misstatements on our opinion.
opinion on the consolidated financial statements as a whole. Among others we assessed that local component teams tested the reconciliation between capacity (payroll) and billing at all entities.
The group consolidation, financial statement disclosures and a number of items are audited by the group engagement team at the head office. These include, valuation of goodwill, valuation of deferred tax assets and share based payments.
By performing the above mentioned procedures at components, combined with additional procedures at group level, we have obtained sufficient and appropriate audit evidence regarding the financial information of the group as a whole to provide a basis for our opinion on the consolidated financial statements.
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have communicated the key audit matters to the Supervisory Board, but they are not a comprehensive reflection of all matters that were identified by our audit and that we discussed. We described the key audit matters and included a summary of the audit procedures we performed on those matters.
The key audit matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters or on specific elements of the financial statements. Any comments we make on the results of our procedures should be read in this context.
Last year we reported the key audit matter "Adequacy of implementation new IT systems in The Netherlands and Singapore". Since the implementations were successfully finalised and no other large implementations of new IT systems took place in 2015 this issue is no longer considered a key matter. As most of the key audit matters relate to the company's business processes it is inevitable that those key audit matters remain consistent over the years.
EUR 98,000 (2014: EUR 112,500) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
The group engagement team visits the component teams on a rotational basis, taking into consideration any specific country risks. In the current year the group engagement team visited USA, Germany and Russia. For all components in scope of our group audit, we held multiple conference calls throughout the audit to share knowledge, instruct the teams, discuss the audit approach and evaluate the audit findings. 180 AR '15 181
Brunel International N.V. is the
parent company of a group of entities. The financial information of this group is included in the financial statements of Brunel International N.V. The group audit focussed on the significant components in The Netherlands, Germany, Australia, Singapore, USA, Thailand and Russia. We consider these component locations as significant due to the size of the companies or the specific country risks.
Eight components had audits of their complete financial information as those components are individually significant to the group. Additionally based on discussion with management and risk analysis, we have selected fourteen components for audit procedures to achieve
appropriate coverage on financial line items in the consolidated financial statements.
In total, in performing these procedures, we achieved the following coverage on the following financial line items:
Revenue 85% Total assets 83% Operating profit 87%
None of the remaining components represented more than 2% of total group revenue or total group assets. For those remaining components we performed, amongst others, analytical procedures to corroborate our assessment that there were no significant risks of material misstatements within those components. The group's accounting process is structured around regional shared service
centres and national accounting offices. The regional offices maintain the accounting records and controls for different entities ('components') in the region and report on behalf of local management to the head office finance team in Amsterdam through an integrated consolidation system. As a consequence we audit certain processes centrally for the entities served in those regional offices.
We used component auditors from other PwC network firms who are familiar with the local laws and regulations in each of the territories to perform this audit work. In India, the audit was performed by a non-PwC audit firm.
Where the work was performed by component auditors, we determined the level of involvement we needed to have in their audit work to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our
As part of the preparation of the financial statements, the Board of Directors is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the
Board of Directors should prepare the financial statements using the going concern basis of accounting unless the Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Board of Directors should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company's financial reporting process.
Our responsibility is to plan and perform an audit engagement to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our audit opinion aims to provide reasonable
assurance about whether the financial statements are free from material misstatement. Reasonable assurance is a high but not absolute level of assurance which makes it possible that we may not detect all misstatements. Misstatements may arise due to fraud or error. They are considered to be material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A more detailed description of our responsibilities is set out in the appendix to our report.
Our report on the report from the Board of Directors and the other information
Pursuant to the legal requirements of Part 9 of Book 2 of the Dutch Civil Code
Valuation and accuracy of accrued income (revenues to be invoiced)
Approximately 14% of the Group's total assets relate to 'accrued income' (EUR 66.3 million). The accrued income is important to our audit due to the magnitude and given that timely and accurate invoicing is inherently more complex in the energy sector when compared to other industries due to the location of projects and specific invoicing arrangements agreed with global clients.
Our audit procedures included, among others, reconciliation of revenue to be invoiced positions with timesheets, approved work orders and client contracts and substantive testing on invoicing and payments subsequently received to year end.
We paid specific attention to large clients in the energy sector with aged positions in this respect.
Brunel operates worldwide and has to comply with different laws and regulations in around 30 countries. Given the large number of countries in which Brunel operates and the regulatory environment in some of the countries in the Middle East, Asia and Africa, we observe higher complexity to comply with all the laws and regulations. Furthermore due to the nature of the business small errors in the calculation of expenses and payments of wage tax and other payroll related charges may have a material impact on the financial statements.
The valuation of deferred tax assets of EUR 12.7 million, which mainly relates to accumulated tax losses from USA, Germany and Austria, was significant to our audit because of the magnitude of the assets and the related complexity and subjectivity of the estimate made. The main assumptions underneath the estimates made are the revenue growth, the margin development and the productivity of indirect employees. Furthermore, for the USA the assumptions are affected by the development of the worldwide oil prices.
We validated controls on group level to comply with laws and regulations, we performed substantive audit procedures and tested the effectiveness of internal controls on the accuracy and completeness of gross versus net salary calculations and the accuracy of filings - and payments for wage tax, other payroll related charges to fiscal authorities. We used payroll specialists within PwC to perform these procedures. We also obtained and reviewed correspondence with fiscal authorities and tested the reconciliation between the salary administration and the finance administration. We have not noted any material non-compliance. 182 AR '15 183
We performed audit procedures on, among others, the assumptions and methodologies used, the accuracy and completeness of the fiscal losses per entity, we have challenged the assumptions applied by group and local management. This was done by amongst others comparing the assumptions on revenues, margins and productivity to internal budgets, the historic performance of the company, local economic developments and external market information and we checked the adequacy of the disclosures in note 16 of the financial statements. We used corporate tax specialists within PwC to assist us. In particular we assessed the recoverability of the deferred tax asset of Brunel USA, amounting EUR 4.6 million due to the magnitude and past performance of the US operations.
In addition to what is included in our auditor's report we have further set out in this appendix our responsibilities for the audit of the accompanying financial statements and explained what an audit involves.
We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error. Our audit consisted, among others of:
° Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the intentional override of internal control.
° Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
(concerning our obligation to report about the report from the Board of Directors and other information):
Our appointment
We were appointed as auditors
of Brunel International N.V. on 6 May 2015 by the Supervisory Board following the passing of a resolution by the shareholders at the annual meeting held on 6 May 2015. The appointment has been renewed annually by shareholders representing a total period of uninterrupted engagement appointment of
three years.
Utrecht, 4 March 2016
PricewaterhouseCoopers Accountants N.V.
P. Jongerius RA
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.
the date of our auditor's report and are made in the context of our opinion on the financial statements as a whole. However, future events or conditions may cause the company to cease to continue as a going concern.
Considering our ultimate responsibility for the opinion on the company's consolidated financial statements we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the group to ensure that we performed enough work to be able to give an opinion on the
° Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 186 AR '15 187
financial statements as a whole. Determining factors are the geographic structure of the group, the significance and/or risk profile of group entities or activities, the accounting processes and controls, and the industry in which the group operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances was considered necessary.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
| 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit | ||||||||||||
| Net revenue | 1,228.9 1,386.6 1,283.4 1,236.5 | 972.4 | 720.9 | 738.4 | 714.2 | 579.9 | 499.1 | 390.8 | ||||
| Contribution margin | 230.0 | 249.0 | 230.7 | 223.4 | 189.5 | 152.0 | 151.8 | 167.0 | 136.3 | 115.3 | 88.4 | |
| Operating profit | 56.1 | 74.7 | 72.3 | 70.0 | 60.9 | 37.3 | 45.1 | 62.1 | 51.2 | 35.3 | 23.5 | |
| Result before tax | 56.7 | 75.4 | 72.5 | 69.4 | 61.7 | 38.4 | 44.7 | 62.5 | 51.3 | 35.3 | 24.1 | |
| Group result after tax | 37.6 | 48.9 | 49.9 | 44.5 | 39.7 | 25.6 | 32.1 | 45.6 | 36.9 | 24.2 | 16.0 | |
| Net income | 37.1 | 48.4 | 49.5 | 44.1 | 39.4 | 25.2 | 31.1 | 44.8 | 36.1 | 26.3 | 15.9 | |
| Cash flow (net profit + | ||||||||||||
| depreciations / | ||||||||||||
| impairment) | 45.5 | 56.7 | 55.9 | 48.9 | 43.4 | 29.2 | 35.5 | 48.0 | 39.2 | 29.7 | 18.7 | |
| Depreciation and | ||||||||||||
| amortisation | 8.4 | 7.8 | 6.0 | 4.5 | 3.7 | 3.6 | 3.4 | 3.2 | 3.1 | 3.0 | 2.8 | |
| Additions to tangible | ||||||||||||
| fixed assets | 4.1 | 3.1 | 2.6 | 2.8 | 2.7 | 2.3 | 5.3 | 4.0 | 4.3 | 4.5 | 2.5 | |
| Workforce | ||||||||||||
| Average over the year 12,495 13,725 13,073 11,219 | 9,545 | 7,656 | 7,847 | 7,904 | 7,248 | 6,148 | 4,796 | |||||
| Balance sheet information | ||||||||||||
| Non-current assets | 40.7 | 41.4 | 36.0 | 37.7 | 31.4 | 27.6 | 28.9 | 19.6 | 17.3 | 15.1 | 6.4 | |
| Working capital | 310.4 | 290.8 | 246.1 | 228.1 | 202.8 | 175.0 | 152.5 | 144.6 | 118.6 | 99.0 | 90.3 | |
| Group equity | 347.7 | 328.3 | 278.1 | 264.2 | 232.9 | 202.2 | 180.9 | 163.8 | 135.4 | 113.6 | 96.7 | |
| Balance sheet total | 479.4 | 492.6 | 438.5 | 419.5 | 381.4 | 294.2 | 254.7 | 235.4 | 197.9 | 178.5 | 150.3 |
| 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 | 2009 | 2008 | 2007 | 2006 | 2005 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Profit | Ratios | ||||||||||||||||||||||||
| Net revenue | 1,228.9 1,386.6 1,283.4 1,236.5 | 972.4 | 720.9 | 738.4 | 714.2 | 579.9 | 499.1 | 390.8 | Change in revenue | ||||||||||||||||
| Contribution margin | 230.0 | 249.0 | 230.7 | 223.4 | 189.5 | 152.0 | 151.8 | 167.0 | 136.3 | 115.3 | 88.4 | on previous year | -11.4% | 8.0% | 3.8% 27.2% 34.9% -2.4% | 3.4% 23.2% 16.2% 28.0% 25.0% | |||||||||
| Operating profit | 56.1 | 74.7 | 72.3 | 70.0 | 60.9 | 37.3 | 45.1 | 62.1 | 51.2 | 35.3 | 23.5 | Contribution margin/ | |||||||||||||
| Result before tax | 56.7 | 75.4 | 72.5 | 69.4 | 61.7 | 38.4 | 44.7 | 62.5 | 51.3 | 35.3 | 24.1 | net revenue | 18.7% 18.0% 18.0% 18.1% 19.5% 21.1% 20.6% 23.4% 23.5% 23.1% 22.6% | ||||||||||||
| Group result after tax | 37.6 | 48.9 | 49.9 | 44.5 | 39.7 | 25.6 | 32.1 | 45.6 | 36.9 | 24.2 | 16.0 | Operating profit/ | |||||||||||||
| Net income | 37.1 | 48.4 | 49.5 | 44.1 | 39.4 | 25.2 | 31.1 | 44.8 | 36.1 | 26.3 | 15.9 | net revenue | 4.6% | 5.4% | 5.6% | 5.7% | 6.6% | 5.2% | 6.1% | 8.7% | 8.8% | 7.1% | 6.0% | ||
| Cash flow (net profit + | Group result/ | ||||||||||||||||||||||||
| depreciations / | net revenue | 3.1% | 3.5% | 3.9% | 3.6% | 4.4% | 3.6% | 4.3% | 6.4% | 6.3% | 4.8% | 4.1% | |||||||||||||
| impairment) | 45.5 | 56.7 | 55.9 | 48.9 | 43.4 | 29.2 | 35.5 | 48.0 | 39.2 | 29.7 | 18.7 | Group equity/ | |||||||||||||
| 190 AR '15 | Depreciation and | total assets | 72.5% 66.5% 63.4% 62.9% 61.0% 68.7% 71.0% 69.6% 68.5% 63.6% 64.4% | 191 | |||||||||||||||||||||
| amortisation | 8.4 | 7.8 | 6.0 | 4.5 | 3.7 | 3.6 | 3.4 | 3.2 | 3.1 | 3.0 | 2.8 | Current assets/ | |||||||||||||
| Additions to tangible | current liabilities | 3.42 | 2.81 | 2.57 | 2.48 | 2.38 | 2.91 | 3.08 | 3.03 | 2.91 | 2.54 | 2.69 | |||||||||||||
| fixed assets | 4.1 | 3.1 | 2.6 | 2.8 | 2.7 | 2.3 | 5.3 | 4.0 | 4.3 | 4.5 | 2.5 | ||||||||||||||
| Shares (in EUR) | |||||||||||||||||||||||||
| Workforce | Earnings per share | 0.75 | 0.99 | 1.02 | 0.93 | 0.85 | 0.55 | 0.68 | 0.98 | 0.80 | 0.58 | 0.35 | |||||||||||||
| Average over the year 12,495 13,725 13,073 11,219 | 9,545 | 7,656 | 7,847 | 7,904 | 7,248 | 6,148 | 4,796 | Shareholders' equity | |||||||||||||||||
| per share | 6.96 | 6.64 | 5.71 | 5.45 | 4.95 | 4.35 | 3.91 | 3.58 | 2.97 | 2.50 | 2.14 | ||||||||||||||
| Balance sheet information | Dividend per share | 1.50 | 0.70 | 0.55 | 0.50 | 0.45 | 0.40 | 0.40 | 0.40 | 0.35 | 0.25 | 0.15 | |||||||||||||
| Non-current assets | 40.7 | 41.4 | 36.0 | 37.7 | 31.4 | 27.6 | 28.9 | 19.6 | 17.3 | 15.1 | 6.4 | Highest price | 20.65 | 26.00 | 23.25 | 19.57 | 17.48 | 14.82 | 11.92 | 9.28 | 13.33 | 17.47 | 9.00 | ||
| Working capital | 310.4 | 290.8 | 246.1 | 228.1 | 202.8 | 175.0 | 152.5 | 144.6 | 118.6 | 99.0 | 90.3 | Lowest price | 12.95 | 12.73 | 15.50 | 11.61 | 10.00 | 9.73 | 3.51 | 4.05 | 7.43 | 8.48 | 4.33 | ||
| Group equity | 347.7 | 328.3 | 278.1 | 264.2 | 232.9 | 202.2 | 180.9 | 163.8 | 135.4 | 113.6 | 96.7 | Closing price at | |||||||||||||
| Balance sheet total | 479.4 | 492.6 | 438.5 | 419.5 | 381.4 | 294.2 | 254.7 | 235.4 | 197.9 | 178.5 | 150.3 | 31 December | 16.80 | 13.60 | 22.25 | 18.30 | 11.39 | 14.75 | 11.73 | 4.28 | 8.18 | 13.00 | 9.00 |
x EUR million, unless stated otherwise
At 3 June 2014, a two-for-one share split has occurred. For the purpose of calculating the data per share in this table, the weighted average number of shares has been calculated as if the share split had occurred at 1 January 2004.
CHAD
N'Djamena Quartier Klemat Rue 3218, Porte 158 N'Djamena T +44 137 294 1444 [email protected]
CZECH REPUBLIC
Prague Probrezni 620/3 186 00 Prague T +420 226 202 445 [email protected]
CHINA
Hong Kong
Room 2302, 23rd Floor 28 Yun Ping Road Hong Kong energy-singapore@ brunel.net
Shanghai 318 Fu Zhou Road Unit 1708 Shanghai 200001 T: +86 216 031 025 [email protected]
DENMARK
Copenhagen Havnegade 39 1058 Copenhagen T +45 7020 3210
92974 Paris - La Défense T + 33 1 5858 0130 [email protected]
Bremen Head Office Hermann Köhl Straße 1 28199 Bremen
T +49 421 169 410 [email protected]
Aachen Schloß Rahe Straße 15 52072 Aachen
T +49 241 9367 1600 [email protected]
Augsburg Bergiusstraße 13 86199 Augsburg T +49 821 8104 020 [email protected]
Berlin Cicerostraße 21 10709 Berlin T +49 30 3480 650 [email protected]t
Bielefeld
33604 Bielefeld T +49 521 986 410 [email protected]
Bochum
Liese Meiner Allee 2 44801 Bochum T+ 49 234 9159 3810 b[email protected]
Dinnendahlstraße 9 44809 Bochum T +49 2344 1710
carsynergie[email protected]
Bonn
Am Propsthof 10 53121 Bonn
T +49 228 8502 8610 [email protected]
T +49 531 243 380 braunschweig.de@ brunel.net
Bremerhaven
Otto Brenner Straße 186 T +49 351 438 150 [email protected]
T +49 221 179 680
[email protected] Darmstadt Feldbergstraße 78 64293 Darmstadt T +49 6151 785 2820 [email protected]
Dortmund Hafenpromenade 1-2 44263 Dortmund T +49 231 793 070 [email protected]
Braunschweig Frankfurter Straße 2 38122 Braunschweig [email protected]
Dresden Tatzberg 47 01307 Dresden
Düsseldorf
Franz Rennefeld Weg 4 40472 Düsseldorf T +49 211 5662 2920 [email protected]
Schifferstraße 166 47059 Duisburg T +49 203 289 560 [email protected]
Konrad Zuse Straße 15 99099 Erfurt T +49 361 6539 890 [email protected]
Altendorfer Straße 11 45127 Essen T +49 201 3301 7170
Strahlenbergerstraße 110 63067 Offenbach am Main T +49 691 5393 010 [email protected]
Ferdinandstraße 25-27 20095 Hamburg T +49 402 364 840 [email protected]
Hannover Mailänder Straße 2
30539 Hannover T +49 511 6262 883 [email protected]
Heilbronn Weipertstraße 8-10 74076 Heilbronn T +49 713 1276 9820 [email protected]
Hildesheim Daimlerring 9 31135 Hildesheim T +49 5121 1760 900 communications.de@ brunel.net
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Karlsruhe
Marktplatz 1 76337 Waldbronn bei Karlsruhe T +49 7243 3420 910 [email protected]
Kassel Friedrichsplatz 8
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Gablenzstraße 9 24114 Kiel T +49 431 997 640 [email protected]
Kreuzstraße 7A 04103 Leipzig T +49 341 2560 110 [email protected]
Europaplatz 1 88131 Lindau T +49 8382 273 660 [email protected]
Augustaanlage 32 68165 Mannheim T +49 621 729 670 [email protected]
Mozartstraße 2 85622 Feldkirchen bei München T +49 89 3588 230 [email protected]
Lyonel Feiningerstraße 28 80807 Munich T +49 891 2476 6560 [email protected]
Lina Ammon Straße 9 90471 Nuremberg T +49 911 9297 153 [email protected]
Osnabrück Nikolaiort 1-2 49074 Osnabrück T +49 541 941 670 [email protected]
Blumenstraße 16 93055 Regensburg T +49 941 5985 5120 [email protected]
Am Strande 3A 18055 Rostock T +49 381 252 200 [email protected]
John M. Keynesplein 33 1066 EP Amsterdam The Netherlands T +31 20 312 5000 [email protected]
ANGOLA Luanda
Linz Lunzer Straße 64 A-4031 Linz T +43 732 6987 76120 [email protected]
Inssbrucker Bundesstraße 126 A-5020 Salzburg T +43 662 8300 0110 [email protected]
Travessa Engracia Fragoso Predio 22, 1˚ andar Bairro Ingombotas Luanda T +244 921 062 961 [email protected] Brisbane Suite 3, Level 14 141 Queen Street Brisbane QLD 4000 T +61 7 3007 7601 Perth
Modecenterstraße 17-19 A-1100 Vienna T +43 1 997 2880 111 [email protected]
AUSTRALIA
Terrace Perth WA 6000 T +61 8 9429 5600 [email protected]
BELGIUM
Genk C-Mine 12 3600 Genk T +32 89201722 [email protected]
Gent
Ottergemsesteenweg
439 9000 Gent T +32 9220 8120 [email protected] Mechelen Blarenberglaan 3A 2800 Mechelen T +32 1527 3333
[email protected] Level 2, 101 St Georges BRAZIL 194 AR '15 195
Avenida das Américas Bloco 3, Ala A, Sala 301
Rio de Janeiro Barra da Tijuca Rio de Janeiro RJ CEP 22631-003 T +55 21 2430 0230
brazi[email protected]
Calgary 1600, 635 8th Avenue SW Calgary Alberta T2P 3M3 T +1 403 539 5009
Toronto
200 Ronson Drive, Suite 320 Toronto Ontario M9W 5Z9 T +1 416 244 2402 [email protected]
Ulsan Level 2, 1028-1 Bangeo-Dong Dong-Ku Ulsan 682-806 T +82 52 201 8950 [email protected]
Geoje
Okpo-Dong Geoje 656-904 T +82 55 687 8966 [email protected]
Zürich Leutschenbachstrasse 95 8050 Zürich T +41 44 308 3690 [email protected]
Bangkok United Business Center II Unit 2201-2202, 591 Sukhumvit Road (Soi 33) North Klongton, Wattana Bangkok 10110 T +66 2 662 0770 energy-BE-Bangkok@ brunel.net
49/63 Moo 5 T. Tungsukhla A. Sriracha Chonburi 20230 T +66 38 401 591 [email protected]
Amsterdam John M. Keynesplein 33 1066 EP Amsterdam T +31 20 312 5000 [email protected]
High Tech Campus 97 5656 AG Eindhoven T +31 20 312 5000 [email protected]
Hengelosestraat 500 7521 AG Enschede T +31 20 312 5000 [email protected]
Rozenburglaan 1 9727 DL Groningen T +31 20 312 5000 [email protected]
Rotterdam Rotterdam Airportbaan 19 3045 AN Rotterdam T +31 20 312 5000 [email protected]
Vliegend Hertlaan 97 3526 KT Utrecht T +31 20 312 5000 [email protected]
Noordzeelaan 20A 8017 JW Zwolle T +31 20 312 5000 [email protected]
UNITED ARAB EMIRATES
Abu Dhabi Das Tower (SEHA Building)
Sultan Bin Zayad Street
(32nd Street)
17th Floor, Flat No 1701,
Khalidiya Abu Dhabi T +971 2 634 7278 [email protected]
Dubai
Cluster I, Gold Tower,
25th floor
Aberdeen
6 International Avenue,
Dyce Drive
Aberdeen AB21 OBH T+44 1224 947 620 [email protected]
Manchester 19 Spring Gardens Manchester M2 1FB T +44 161 885 2130 [email protected]
Staines-upon-Thames 40 Church Street Staines-upon-Thames TW18 4EP Surrey T +44 1753 252 010 [email protected]
9811 Katy Freeway Suite 1000 Houston, TX 77024 T +1 713 333 1024 [email protected]
10808 S River Front Parkway, Suite 378 South Jordan, Utah 84095 T +1 801 987 5946 [email protected]
Unit 1901, Saigon Trade Center 37 Ton Duc Thang Street, Ben Nghe Ward District 1 Ho Chi Minh City T +84 822 202 344 [email protected]
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Gottlieb Manz Straße 12 70794 Filderstadt-Bernhausen T +49 711 3890 000 [email protected]
Einsteinstraße 55 89077 Ulm T +49 731 140 190 [email protected]
Otto von Guericke Ring 10 65205 Wiesbaden T +49 6122 927 7220 [email protected]
Würzburg Unterdürrbacher Straße 8 97080 Würzburg T +49 931 3209 2910 [email protected]
Lise Meitner Straße 1-3 42119 Wuppertal T +49 202 5156 7940 [email protected]
Mumbai 001 Ascot Centre Near Hotel ITC Grand Maratha Sahar Airport Road Andheri East Mumbai 400 099 T +91 226 7596 759 [email protected] INDONESIA
Batam
Floor Room 509B
Batam
5th Floor Jl. Mampang Prapatan 100 Jakarta Selatan 12760 T +62 21 798 8833 [email protected]
ITALY
IRAQ
Block 213 Kendi-Al-Harthiya Baghdad T +971 4370 4060
Jl. Imam Bonjol Nagoya T +62 778 427 701 [email protected] Atyrau 19 Satpayev Street BC Atyrau Plaza, office 304 Atyrau 060011 T +7 712 2307 745 [email protected]
Erbil
Erbil
T +964 7901 340 443 [email protected] JAPAN
Tokyo
Dogenzaka Square 6F 5-18 Maruyamacho, Shibuya-ku Tokyo 150-0044 T +81 357 843 694 [email protected]
Via Bernardino Telesio 25 20145 Milan T +31 10 266 6400 [email protected] MALAYSIA Kuala Lumpur 25.2, Level 25 Menara Standard Chartered 30 Jalan Sultan Ismail
KUWAIT
[email protected] Villa 498, Italian Village Sarawak Lot No. 2348 Jalan Datuk Edward Jeli Piasau Jaya 98000 Miri, Sarawak T +60 8565 5911 energy-malaysia@ brunel.net
Farwaniya Office 3, Waha Mall Dajeej Area, Farwaniya T +965 2433 7398 [email protected]
Heinrich Nordhoff Straße 101 38440 Wolfsburg T +49 5361 307 120 [email protected] 196 AR '15 197
50250 Kuala Lumpur T +60 321 443 451 [email protected]
New Plymouth 136-138 Powderham Street New Plymouth T +65 6532 2480 [email protected]
Lagos Mulliner Towers, 39 Alfred Rewane Road Ikoyi, Lagos T + +234 1271 4024 [email protected]
Forusbeen 78 4033 Stavanger T +47 952 69 906 [email protected]
Level 1, United Church Building Douglas Street - P.O. Box 329 Port Moresby National Capital District T +675 321 9405 [email protected]
Manila LG-4th floor BCC House 5046 P Burgos Street Poblacion Makati City T +63 2897 8632 [email protected]
Warsaw Ul. Zlota 59 00-120 Warsaw T +48 2 2222 4680 [email protected]
Doha Building No. 3, Office 3108 Al Waab City, Commercial District Salwa Road Doha T +974 4466 6275 [email protected]
Moscow 5 Nizhniy Susalniy Pereulok Building 19, Business Centre Arma, Office 430 105064 Moscow T +7 495 783 6677 [email protected]
1 Svobody Street Liter A, office 410 353900 Novorossiysk T +7 861 760 1390 [email protected]
31B Kommunisticheskiy Prospect, 3rd floor 693020 Yuzhno-Sakhalinsk T +7 424 2497 707 [email protected]
Singapore 77 Robinson Road #10-03 Robinson 77 Singapore 068896 T +65 6532 2480 energy-singapore@
Research and texts annual report Kaikai Jing, Brunel International N.V.
Printing Drukkerij Perka
Design Wim Bosboom, B-AD|D
198 AR '15
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