Governance Information • May 5, 2009
Governance Information
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Message to the Shareholders 05
Index
2 Management 07
3 Corporate Profile of Brunei 09
4 Financial Highlights 11
5 Report from the Supervisory Board 13
6 Corporate Governance 17
7 # Risks, Risk Management and Control Systems 23
Brunei's Vision, Objectives and Strategy 29
9 Report of the Board of Directors 35
10 General Shareholder Information 47
11 Annual Accounts 2008 49
12 Additional Information 85
13 Auditor's Report 87
14 Group Financial Record 91
15 Addresses 93
) minion. Mgai Despite the general economic downturn, Brunei continued to develop strongly and achieved a very good performance I orldwide. Turnover grew by 23 % to EUR ^4 million. EBIT increased by 21 % to over p R 62 million. Net income increased from UR 36 million to EUR 45 million. Again a ^cord in Brunei's history,
qually satisfying is the fa
ct that the objectives with regard to turnover and EBIT were achieved and in most cases even surpassed. EBIT as a percentage of turnover was with 8.7% in 2008 just at the same level as in 2007 (8.8%). Brunei The Netherlands turnover continued to grow by 11,6% and an EBIT of 17,3%. Brunei Germany also continued to grow by 5%, despite the organizational restructuring, the disposal of non-core activities and the severe recession in the automotive industry. The Brunei Energy division turnover managed a growth of 3 7 % to EUR 39 4 million.
The effect of the general economic downturn in Brunei's business segments and regions has been significant. Nevertheless, Brunei managed to grow and outperform its competitors which we believe is evidence of the strength of both our market approach and organization. The focus on particular segments and regions, the quality of our professionals and the worldwide network of Brunei sales offices are key elements in the company's successful growth strategy. The improvement in gross profit is the result of the use of well-adjusted, standardized operating processes together with a strong cost awareness throughout the organization.
Brunei's most important assets are our people and our corporate culture. That culture is reflected in the attitude and daily effort to perform at their best to serve our clients. Our people are the bridge between our specialists and our clients. They create the quality in the Brunei brand. Talented and practical people who carry out their work in a climate of simplicity and transparency. Entrepreneurs within the enterprise.
The end of the economic downturn is not yet in sight. This means that the short term demand for our service will decrease and clients will be increasingly selective. The delivery of a top quality service is the only way we will maintain our position in this market. This period of recession could certainly negatively affect our level of business and will require a concerted application of our capability to respond to the continuously changing and complex market conditions. However, we see this period more as a time of challenge to win a greater market share. In the long run the demand for specialists continues to be strong. The shortage of highly educated and experienced professionals in Europe and the worldwide oil and gas market continues to grow.
As in 2008, Brunei's Board of Directors expects to be able to profit from these market conditions in 2009 and anticipates to develop a stronger market position in all target regions and sectors. W e are a very solid company and more than capable of dealing with the present economic developments and we expect to win.
The Board of Directors Jan Arie van Barneveld Chief Executive Officer
J.E. Jansen Chairman, male (71)
Former main directorship: Chairman of the Managing Board of Delta Lloyd Verzekeringsgroep NV Other directorships: member of the Supervisory Board of Transmark PCX NV and Delta Deelnemingen NV Nationality: Dutch Appointed: May 21st, 1999, re-appointed on May 23rd, 2003 and on May 24th, 2007 for a period of four years
A. Schouwenaar Vice Chairman, male (62)
Former main directorship: Chairman of the Management Board and Chief Executive Officer of Endemol Group BV Other directorships: Chairman of the Supervisory Board of Talpa Media Holding NV and Asito Dienstengroep BV, member of the Supervisory Board of Holland Casino and Stage Entertainment BV Nationality: Dutch Appointed: May 22nd, 2001, re-appointed on May 19th, 2005 for a period of four years
D. van Doorn Supervisory Director, male (60)
Main directorship: Chief Executive Officer and Chairman of the Executive Board of Vion NV Other directorships: Member of the General Executive of the National Cooperative Council for Agriculture and Horticulture Nationality: Dutch Appointed: May 18th, 2006 for a period of four years
Chief Executive Officer, male (59) Jan Arie van Barneveld was appointed Chief Executive Officer of Brunei International on September 29th, 2000
After having completed his Ouantative Business Economics and Accounting studies at the Vrije Universiteit of Amsterdam, he started his career as a senior manager at Coopers & Lybrand. Van Barneveld then held successive management positions at engineering factory Meijn, Belgian insurance company Corona and Hooge Huys Verzekeringen of The Netherlands. His most recent position before transferring to Brunei was as director of Avéro Life & Mortgages, which is part of the Achmea Insurance Group.
of Engineering, IT, Legal, Financ ^ r us to provide added value for client m Insurance & Banking and Energy busir Brunei provides such specialists through a range of staffing, project management recruitment and consullancy services.
Brunei has developed a strong global brand and operates from its own international network of 90 branch offices in 32 countries.
Brunei serves the world market for professional staffing and recruitment services from two main perspectives. On the one hand, the company aims its services at specific supra-regional business lines. Examples include our focus on the worldwide oil and gas industry and on the international automotive, rail, aerospace, telecom and pharmacy sectors. On the other hand, Brunei focuses on specific countries such as The Netherlands, Germany, Belgium and Canada.
Brunei is a global provider of business In everything we do we follow our - firmly sorvjces that specializes m the flexiWe rooted - cultural values: eagerness, result placement of professionals in the fields driven, operational excellence, This allows jsiness and government by filling their knowledge and capacity needs in a highl effective manner. The company stands out from its competitors thanks to the superioi services, which centre around high quality account management and recruitment management and in-depth knowledge of the labour market segments and related disciplines.
Since its incorporation in 1975, Brunei has developed into an international group with over 8,000 employees and an annual turnover of EUR 714 million (2008).
Brunei International NV is listed on Euronext Amsterdam NV and is included in the Next Prime segment and the Amsterdam Small Cap Index (AscX).
inancial Highlights
| 2008 | 2007 | |
|---|---|---|
| rofi t EUR million million |
||
| et turnover | 714.2 | 579.9 |
| profit | 167.0 | 136.3 |
| r incom | 4.8 | |
| ating costs | 109.7 | 85.1 |
| Operating profit (EBIT) | 62.1 | 51.2 |
| Result before | 62.5 | 51.3 |
| Tax | 16.9 | 14.4 |
| Group income | 45.6 | 36.9 |
| Net income | 44.8 | 36.1 |
| Ratios | ||
| Change in turnover on previous year | 23.2% | 16.2% |
| Gross margin | 23.4% | 23.5% |
| Operating profit/net turnover | 8.7% | 8.8% |
| Group income/net turnover | 6.4% | 6.4% |
| Balance EUR million | ||
| Working capital | 144.6 | 118.6 |
| Group equity | 163.8 | 135.4 |
| Balance sheet total | 235.4 | 197.9 |
| Net cash flow | 1.5 | 15.0 |
| Ratios | ||
| Group equity/total assets | 69.6% | 68.5% |
| Current assets/current liabilities | 3.03 | 2.91 |
| Workforce | 7,904 | |
| Employees total (average) | 7,248 | |
| Employees indirect (average) Employees total (year end) |
1,039 8,304 |
855 |
| Employees indirect (year end) | 1,129 | 7,896 920 |
| Shares in Euros | ||
| Earnings per share | 1.96 | 1.59 |
| Shareholders' equity per share | 7.16 | 5.93 |
| Dividend per share | 0.80 | 0.70 |
| Highest price | 18.55 | 26.66 |
| Lowest price | 8.10 | 14.86 |
| Closing price at 31 December | 8.55 | 16.35 |
12 Annual Report 2008
Despite the general economic downturn, 2008 was a successful year for Brunei. Impressive growth was again achieved in terms of sales and profit. In addition, Brunei increased its market share in virtually all of the r market segments in tes.
Brune we i s performance was strong anc face the future with confidence.
The Supervisory Board endorses the proposal of the Board of Directors to pay out a dividend of EUR 0,80 in cash. We also support the proposal to retain the remaining net profit and add it to the reserves.
The profit appropriation proposal is based on the annual accounts as included in this Annual Report 2008. The annual figures were drawn up by the Board of Directors and discussed in the Audit Committee and Supervisory Board.
The annual accounts, as well as the qualitative notes, were audited by Deloitte Accountants BV, which has issued an unqualified audit opinion (see page 87).
The annual accounts will be presented during the General Meeting of Shareholders on May 14th 2009 for discussion and approval. We recommend that the Meeting adopt the annual accounts and agree to the appropriation of the net profit as proposed by the Board of Directors.
In accordance with the minimum number established in its Articles of Association, Brunei International's Supervisory Board consists of three individuals. Furthermore, the Supervisory Board is of the opinion that its composition is appropriate to the company's current nature and size.
According to the guidelines of the Corporate Governance Code, Brunei International NV is not obliged to set up separate auditing, remuneration, and selection and appointments committees. However, Brunei has had an Audit Committee since 2001 and has opted to retain this structure. The Audit Committee regulations have been published on the corporate website. The Supervisory Board, Board of Directors and the external auditor are represented in the Audit Committee.
The complete Supervisory Board also serves as the Remuneration Committee and Selection & Appointments Committee. These tasks are executed in full compliance with the regulations that govern them, regulations that can likewise be found on the corporate website.
The Supervisory Board convenes regularly throughout the year according to a meeting schedule established in advance. During these meetings, consultation takes place with the Board of Directors and with Senior Management. In addition, the Supervisory Board periodically holds closed meetings.
Outside the meeting schedule, its members contact regularly with the Board of Directors.
During the year under review, the Supervisory Board met five times in the presence of the Board of Directors. On one occasion one of the Supervisory Board members could not attend the meeting. Furthermore, one meeting was held at which the Chief Executive Officer was not present.
The Audit Committee met two times during the year under review, prior to the publication of the 2007 figures and prior to announcing the 2008 semi-annual figures. The findings of the Audit Committee were subsequently reported by its chairman to all members of the Supervisory Board. The Supervisory Board in its capacity of Remuneration Committee met twice during the year under review.
The Supervisory Board considers the company's strategy and growth in turnover to be one of its key areas of focus and, in the year under review, it was closely involved in assessing business objectives and strategic planning for the future.
The following issues were regularly discussed in the presence of the Board of Directors:
The financial and commercial performance of the company as a whole and of individual business units per country and per segment;
The following matters were discussed during closed meetings of the Supervisory Board:
The following issues were discussed during the meetings of the Remuneration Committee:
The Audit Committee addressed the following issues during its meetings:
The auditing process and the findings of the external auditor;
The company's financial results for each completed period;
Remuneration of the Chief Executive Officer is based on the remuneration policy adopted by the General Meeting of Shareholders. The Supervisory Board is of the opinion that remuneration of the parties concerned according to the guidelines was effective in 2008. Further information about the remuneration of the Chief Executive Officer is included in the chapter 'Corporate Governance'.
The Supervisory Board declares that the guidelines of the Code pertaining to the independence of management were complied with in full during the year under review. No situations occurred and no transactions took place that could be construed as involving conflicts of interest. Furthermore, the Supervisory Board confirms that none of its members held Brunei International NV shares in 2008.
The main objective for 2008 was to achieve further growth in turnover and profit. Additional aims were to improve the sales and recruitment strength, substantially refining and tightening the monitoring structure with respect to risk management, administrative organization and internal auditing.
Brunei International's Supervisory Board notes with satisfaction that all objectives were achieved.
Brunei International NV is a well managed company that can deal with present general economic circumstances.
The Supervisory Board is aware that this success is due to the commitment and effort of Brunei employees across the world, and duly compliments all of those involved for the results achieved.
Mr. J.E. Jansen (Chairman) Drs. A. Schouwenaar (Vice Chairman) Ir. D. van Doom
Brunei International's Board of Directors and Supervisory Board fully acknowledge the Dutch Corporate Governance Code (Code). The Board of Directors and the Supervisory Board are of the opinion that Brunei International NV is complying with all applicable principles of the Code and virtually all best practices mentioned in the Code. The company has also taken note of the report from the Corporate Governance Code Monitoring Committee.
In the event that the application of a best practice stipulation should conflict with Brunei International's interests, the Board of Directors and the Supervisory Board reserve the right to deviate from the Code in that particular respect. This may occur, for example, in cases in which the openness of information as required by the Code would be detrimental to Brunei International's competitive position.
At present, Brunei International's Board of Directors has one member, the Chief Executive Officer. The Supervisory Board consists of three members. 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.
This chapter describes the principal aspects of the corporate governance structure. If applicable, explanations for deviating from the Code's best practice stipulations are provided. It should also be noted that, in accordance with best practice provision 1.2., every substantial change to the corporate governance structure and compliance with the Code will be submitted to the General Meeting of Shareholders for discussion, each listed as a separate agenda item. During the year under review no substantial changes to the corporate governance structure were applied.
The Board of Directors performs its duties and applies its working methods with due observance of the provisions of the Code. Contrary to the provisions of best practice stipulation 11.1.1, the sole member of the Board of Directors under the Articles of Association has been appointed for an indefinite period of time. Brunei International NV intends to comply with best practice provision 11.1.1 when making new appointments. However, the Chief Executive Officer was appointed before the Code was implemented and the company wishes to respect its existing contract with the Chief Executive Officer.
The Board of Directors submits for approval to the Supervisory Board the company's operational and financial objectives, the strategy to achieve these goals as well as the preconditions associated with that strategy.
Brunei International's principal objective is to realize sustainable growth in revenues and profitability. Each of the regions or markets in which Brunei International NV operates is expected to contribute to this growth on a long term basis. The business's envisioned growth is structural in the long run. Sustainability is essential in order to counterbalance the cyclic character of Brunei's core markets.
The strategy adopted to realize the objectives described is primarily based on the utilisation of superior account management. Account management has a pivotal function in matching clients and job seekers. Speaking the language, understanding client specific demands, and understanding the background and motivations of the available candidates ultimately determine the quality of the matching process.
In addition, Brunei's strategy is based on focusing its services to allow the organization to gain dominant positions in certain market segments. Depending on the specific circumstances, the focus may be on industries, professional disciplines and/or regions. Brunei also strives for operational excellence in its front and back office processes to support the primary process. Brunei's global network allows the company to pursue its strategy both on a local level and on a global scale.
The principal preconditions that apply in achieving the defined objectives and pursuing the company's strategy are:
The Board of Directors and the Supervisory Board are of the opinion that risk management is extremely important for the continuity of Brunei International NV. In this connection we refer to the chapter about Risks, Risk Management and Control Systems. This section also highlights the company's sensitivity to external circumstances and variables, as well as the whistleblower policy.
Brunei International NV endorses principle 11.2 of the Code. The remuneration package of the Board of Directors consists of a base salary, a variable short term lot, a variable long term lot and a pension. The base salary is periodically tested against a group of comparable companies. The variable short term bonus is maximized to 75% of the base salary. The variable short term lot is for one half based upon financial goals and for the other half based upon individual targets. These financial goals and individual targets are assigned prior to the relevant year by the Supervisory Board. Assessment of realization is conducted after year-end by the
Supervisory Board. Prior to drawing up the remuneration policy and prior to determining the remuneration of individual directors, the Supervisory Board analyses the possible results of the variable remuneration components and its consequences for the remuneration of the directors.
As the individual targets imply sensitive information in relation to the company's competitive position, no further information can be provided. The long term lot consists solely of options. Granting of options depends on sustainable growth of operating profit and market share as well as realization of the company's long term policies. Options may be exercized three years after vesting. The pension remuneration is a defined benefit plan.
The remuneration report, the company's remuneration policy and the regulations concerning shareholdings are published on the corporate website.
No transactions were effected during the year under review which involved a conflict, or the semblance of a conflict, between the interests of the Chief Executive Officer and those of the company.
The Supervisory Board performs its duties and applies its working methods with due observance of the provisions set out in the Code. Best practice stipulations III.1.2 to 111.1.9 inclusive are dealt with, as far as applicable, in the sections Management and the Report of the Supervisory Board. The segregation of the Supervisory Board's responsibilities and its working methods are laid down in regulations to be found on the corporate website.
The composition of the current Supervisory Board is such that the members can operate independently from and critically towards one another, the Board of Directors and any secondary interests that may apply. Each of the members of the Supervisory Board is capable of judging the main points of the overall policy and possesses the specific expertise required to carry out his duties within his role as set out in the profile for the Supervisory Board. None of the members carry more than five other commissionerships. The profile of the Supervisory Board forms the basis of the selection and appointment of new members. The profile and resignation schedule are published on the corporate website.
The Chairman of the Supervisory Board performs his duties in compliance with the provisions of section 111.4. of the Code and is assisted by the Corporate Legal Counsel.
During the year under review no transactions took place which involved a conflict, or the semblance of a conflict, with the interests of the company.
The remuneration of the members of the Supervisory Board takes into account the provisions of section III.7 of the Code. The regulations for shareholdings are posted on the corporate website.
Brunei International NV complies with principle IV of the Code. The Articles of Association of the company as well as the agenda for the General Meeting of Shareholders reflect the applicable best practice provisions laid down in this principle.
Information for analysts, shareholders, the press and other parties in the financial markets is provided in accordance with the relevant recommendations in the Code. Analysts' meetings are announced on the corporate website. The only stipulation Brunei does not entirely comply with concerns the public nature of analysts' meetings, for example through transmission on the Internet.
No comments other than reference to factual inaccuracies are added to any analysts' report nor is any fee paid for such reports. Brunei also observes the rule that the provision of current financial or non-financial information to analysts should be suspended for a period of two months prior to the publication of annual and semi-annual figures.
One protective measure exists regarding Brunei International NV. The priority share, which has a par value of EUR 10,000, has been issued to Stichting Prioriteit Brunei, subject to the condition precedent that the majority shareholder loses its majority share in Brunei International NV's share capital. The priority share will be fully paid up as soon as the issue becomes unconditional. The protective stipulations are included in the articles of association of Brunei International NV and can be found on the corporate website.
The Board of Directors and the Supervisory Board comply with the Code's principles regarding financial reporting, the external auditor and internal auditing. The chapter Risks, Risk Management and Control Systems discusses these principles in more detail.
The Board of Directors of Brunei International NV is of the opinion that the ability to control operational, financial and market risks is crucial to the continuity of the company. For that reason, risk management and internal control are subjects to which the management pays considerable attention at all relevant levels. In this connection, in the reporting year more thorough policies were introduced on various points and existing procedures were tightened up. In this light we mention that Corporate Finance & Control has been substantially expanded with controlling staff. Also Brunei International NV appointed a Finance Director for the Group as a whole.
In the operational field, Brunei International NV has identified a number of risks which also qualify as distinctive value drivers:
Brunei International NV is continuously monitoring these risks and improving both its administrative processes as well as its organizational capabilities on an ongoing basis. Especially productivity levels are monitored on a daily basis and reported weekly.
Brunei International NV has always been characterized by exceptionally high solvency rates. The company does not use any long-term credit lines and boasts favourable liquidity positions and bank facilities which accommodate the day-today management of the working capital. With a global financial crisis like the one that started in 2008, this has proven to be an advantage, as our strong balance sheet helped us in this respect.
Brunei International's assets include a limited amount of goodwill. As a result, impairment risks and the associated deterioration of the solvency level are ruled out.
Brunei International's most important assets are its account receivables, spread over more than two thousand clients. Despite internal procedures, significant uncollectible debts cannot be ruled out, but the risk of a material erosion of the operating profit is very small. During the year under review the cash collection
process was tightened as a result of the economic downturn we experience worldwide.
In several cases Brunei companies conduct their business through sizable and sometimes long running local contracts with clients. For various reasons these contracts or the financial outcome of these contracts might turn out to be less favourable than anticipated.
The Brunei Group does incur currency risks. Revenues and expenses are often stated in the same currency, which helps to reduce the effect of exchange rate differences. There are also translation risks in connection with foreign participations.
Awarded pension schemes concern defined contribution schemes managed by external parties.
Despite the high degree of uniformity within Brunei International's range of activities, they target different markets, clients and sectors. Given that those markets and sectors have different economic cycles, Brunei International NV is less sensitive to cyclical trends than companies that operate within just one or two of those markets. This reduces the impact of cyclical effects on the Group. Examples are:
The various business lines within which Brunei International NV operates on the Dutch market.
Market risks also include economic, political and social risks. Brunei International NV focuses predominantly on countries in or oriented towards the Western part of the world, where these risks are acceptable.
The Board of Directors of Brunei International NV is responsible for internal risk management and internal control systems. The purpose of those systems is to ensure optimum management of the most significant risks that have been identified within the Group. Even so, these systems are not designed to guarantee full protection against material errors and violations of laws and regulations. Brunei International's internal risk management and control measures are based on the COSO framework and distinguish five components:
The Board of Directors is responsible for the coherence between the various internal control elements. Factors that influence the control framework include integrity, management style, delegation of powers and responsibilities, generally accepted business standards and values, and the extent to which the organization is able to steer these factors.
Periodically the Chief Executive Officer as well as the Finance Director visits, together with a senior officer from Corporate Finance & Control if required, the most important operating companies to facilitate complex decision-making, to control financial progress and monitor realization of the business objectives.
Another important aspect of the control framework is the Code of Conduct, which includes the Whistleblower policy. The Code has been posted on the corporate website.
The risks Brunei International NV and its operating companies are confronted with, are identified and assessed per segment, and then compared and assessed at a corporate level.
All divisions are subject to general policy rules and procedures aimed at controlling risks that have been identified. The most important policies and procedures are:
the local administrative organization and measures of internal control and the reporting processes;
In order to further enhance internal risk management and control systems the Brunei Group will update the Accounting Manual which contains all relevant monitoring and internal controls. Corporate Finance & Control will closely monitor the proper use of the manual.
The information and communication policy for internal risk management and control systems is aimed at acceptance and implementation at all organizational levels. This has resulted in a generally accepted Code of Conduct, internal training courses for new employees and training-on-the-job programmes. In addition, various types of business deliberation are conducted.
At least once every two years, the financial community within Brunei International NV holds an international meeting which is attended by all controllers to discuss best practices and the latest developments in financial management and internal controls, subsequently document these and implement them company-wide.
#### 5. Monitoring \
Monitoring the adequacy and effectiveness of internal risk management and control systems is an ongoing improvement process. Monitoring activities are arranged in periodic consultation between the Board of Directors and local managers, and through frequent contact between Corporate Finance & Control and local financial management. These discussions are partly based upon the issued weekly operational and monthly financial reports.
Despite the absence of an internal auditor at Brunei International NV, reviews are made both at Holding level by Corporate Finance & Control and at segment level by regional controllers.
Corporate Finance & Control is an independent department that reports directly to the Board of Directors and the Audit Committee. In addition, it advizes local management in connection with possible improvements in internal risk management and control systems.
The external auditor is responsible for auditing the annual financial statements. The auditor reports findings in the form of management letters at the level of the Group or individual operating companies. In addition, he reports directly to the Audit Committee. The external auditor attends the meetings of the Supervisory Board at which the annual accounts are adopted. The auditor also attends - and is authorized to address - the General Meeting of Shareholders.
The Board of Directors is responsible for the quality and completeness of all financial statements published by the company. The Supervisory Board oversees the way in which the Board of Directors exercizes that responsibility.
Taking the afore described risks and control systems into consideration, according to the Board of Directors the internal risk management and control systems have been working adequately during the year under review and provide reasonable assurance that the financial report does not contain material misstatements.
The Board of Directors of Brunei International NV is not aware of any signs that, in a general sense, the risk management and control systems were materially ineffective during the year under review, nor of any signs that these measures can be expected to be ineffective in 2009.
is period of global recession proves that the development of the world economy cannot be seen in isolation from trends in the national and international labour markets. Still the availability of a sufficient supply of adequately trained workers properly, allocated to the right spot, will be absolutely essential to the economic development of any country or region. Recession combined with an inflexible labour market will impede the development of economies and, as such, will cause lasting damage to the competitive position of companies, regions and countries in an international context. Flexible labour market will be key for a successful recovery of the economy.
Brunei recognizes the fact that the dynamics of the world economy call for a flexible organization of the labour factor. We aim to promote such flexibility by developing innovative services in the areas of professional staffing and project management.
Brunei International's mission is to gain a leading role in specific segments of the international labour market. As an authority in the field of national and international recruitment, Brunei is able to identify developments and help businesses to swiftly participate in them. Brunei embraces the concept of increased flexibility, innovation and long-term solutions, and in this way adopts an advisory and operational role in ensuring the continuity of its clients.
insofar as that continuity is related to the deployment of specialist know-how.
Despite the difficult economic period in which we live, many industrialized countries are experiencing high unemployment rates but are still experiencing structural shortages of qualified workers, and a particular dearth of highly experienced specialists. The economic cycles have aggravated this problem, and traditional labour market mechanisms are no longer sufficient to restore the market balance. The structural shortage of highly trained engineers for example is a case in point: the current population is insufficient to meet the demand, and the average age of engineers is rising. The inflow of qualified technicians is too small to compensate for the age-related outflow.
At both international and national levels, increased flexibility of labour will become an important issue. Businesses will make the strategic choice to surround a nucleus of permanent staff with a flexible ring, allowing them to respond faster and more efficiently to economic developments and other changes in market conditions. The worldwide flexibility trend will generate new concepts in which traditional assignment methods will tend to be combined with, or replaced by, novel types of project management and flexible project teams.
The labour market will become more international. Labour shortages will mean that specialists will increasingly work across national borders. In global industries, such as the oil and gas industry, it is already common practice to shift knowhow and capacity. However, many national economies are still closed. Here, too, globalisation of the labour market will prove to be one of the solutions for balancing supply and demand.
Education and training will become more important than ever. The time it takes for know-how to become obsolete will shorten, particularly in segments such as IT, where developments are so fast that knowledge acquired today is out of date tomorrow. In addition, the anticipated shortage in specific segments of the labour market will result in renewed popularity of retraining and additional schooling.
Brunei International NV strives to achieve balanced growth in turnover and profits in all regions in which it operates. Brunei's turnover increased substantially over the past six years. For the year 2009 specifically the Board of Directors expects a further increase of our market share. We are confident that Brunei will successfully manage businesss through the economic downturn and will be bigger and stronger in the subsequent upturn.
Expectations at the regional levels are described in more detail in the 'Outlook' sections of the 'Report of the Board of Directors' in this report.
Brunei's strategy is based on providing superior services to its clients and employees. Obviously, our success depends on the degree to which we are capable of conducting our core business; finding, selecting and supervising the right specialist for our clients. In this context the quality of our account and recruitment management is a crucial factor. Aspects such as industry-specific knowledge, proactive interest in the client's business and transparent communication about current projects are ultimately the building blocks for long-term relationships with clients as well as with the Brunei specialists. Account management and recruitment management are pivotal elements in the process. They help us map
out the demands of clients and candidates and give shape to the solutions in the interest of both.
The strategy outlined above comprizes the following sub-categories:
Brunei has opted for a specialized approach to the market. Selecting specific segments, regions or disciplines enables us to gain a thorough understanding of the labour market. In addition to focusing on specific professional groups (engineers, lawyers, and specialists in the fields of IT, Finance and Insurance & Banking) and specific countries (The Netherlands, Germany, Belgium and Canada), Brunei concentrates on international segments such as oil and gas, automotive, rail, aerospace and telecoms.
Even in the current market, having access to the right specialists is a decisive factor. Brunei has large databases at its disposal for each region or sub-segment, providing a reservoir of available professionals. The databases are continually expanded through regular communications and the utilization of a broad set of search tools to identify new specialists.
Speed, efficiency, and transparency are the basic features of our processes that enable us to provide high-quality services to clients and employees alike. In the
past few years, Brunei has consciously invested in state-of-the-art information technology solutions in all regions, which have provided an important impetus to the ongoing improvement in the efficiency and effectiveness of our marketing efforts and administrative processes.
A local presence, close to our clients, is a vital condition for success. Only then can we gain the specific understanding of the labour market and maintain close contacts with clients and the specialists' market.
Brunei has a worldwide network of 90 offices in 32 countries. This extensive coverage of our office network allows us to serve international clients based on worldwide agreements that are then implemented at a local level.
Each region and business line is controlled by its local management team which, within the limits of Brunei International's mission and strategy, is directly responsible for marketing methods and day-to-day business affairs.
Periodic reports are submitted to the Chief Executive Officer of Brunei International NV and to Corporate Finance & Control. Besides reviewing the periodic reports, the Chief Executive Officer and the Finance Director visit the principal locations several times each year, to conduct progress meetings with the respective management teams.
Further details about the Brunei International NV management model can be found in the chapter 'Risks, Risk Management and Control Systems'.
Brunei's core competency is mediating for highly educated and experienced professional and technical personnel. Even in the current labour market, finding and binding professionals is a specialized activity whose success depends largely on the competitive edge of the market position. Specialists are in demand and can often choose from a range of alternative
situations. Their choices will depend greatly on the added value that the various parties can offer them. This added value comes in the form of various benefits such as employment conditions, career counselling, opportunities for personal development and for increasing know-how, coaching facilities and the particular appeal of the projects and clients to which the specialists will be assigned.
Brunei's Human Resource policy is geared specifically to achieving the benefits as described above. The employment packages are designed to be as attractive as possible within each market, and centre around individual options. Possible career moves are mapped out on an individual basis. As a rule, Brunei specialists are usually employed for a limited number of years. By definition, the wide variety that Brunei can offer in terms of clients and projects increases the mobility of the employees concerned, and vastly increases their career options once they leave Brunei.
Supervision and the continuous development of staff is ensured by Brunei's primary process, in which the account managers and recruiters, assisted by Human Resource Management, regularly discuss the progress of current projects with both the client and the specialist in question.
Our long-term and continuing cooperation with a large number of prominent companies in the various segments guarantees a selection of diverse and challenging projects. Additionally, the growth of our worldwide network provides
32 Annual Report 2008
more and more opportunities for employees to opt for an global career. In recent years, employees have regularly transferred between the various regions. We actively encourage this talent exchange.
Brunei's training strategy is aimed at providing the best service to its various clients. The quality of the services depends primarily on the quality of our account management and recruitment management efforts and on the availability of specialists with up-to-date know-how and skills.
In line with this strategy, Brunei devotes a great deal of effort to training both indirect employees (central and sales staff) and direct employees (fee earners). Indirect employees joining Brunei are enrolled in an extensive introduction programme available to staff several times a year. Participants are trained in the various fields including legislation, interviewing and sales techniques, account management and recruitment skills.
For direct employees we draw up Personal Development Plans and review these annually. The element of training plays an important part in these plans. Any gaps in the employee's know-how and skills are filled through generic training or, depending on the situation, through personal improvement schedules. All training programmes are arranged by the Brunei Academy. Some of the programmes are provided in-house, but in most cases we cooperate with reputable external institutes to ensure that the educational terms are
formalized in a professional manner. In addition, dedicated programmes are organized to provide experienced account managers and recruitment managers with advanced training to maintain the highest level of professionalism.
Finally, Brunei offers an international Management Development Programme. This programme enables successful and talented sales staff to achieve higher positions, and serves as a gateway for them to reach international management positions.
| 2008 | 2007 | % | |
|---|---|---|---|
| et turnover | 714,228 | 579,889 | 23% |
| Gross profit | 167,011 | 136,306 | 23% |
| Gross margin | 23.^/0 | 23.5% | |
| (EBTT) Operating profit |
62,123 | 51,247 | 2 1 % |
| EBIT percentage | 8.7% | 8.8% | |
| Net profit | 44,789 | 36,133 | 240/0 |
| Total average workforce | 7,904 | 7,248 | 9% |
In the year under review, Brunei International continued the successful trend of growing revenue while maintaining profitability. The impact of the worsening economic climate has had limited impact in 2008. In the graph below it shows that since 2002 revenue has increased by more than EUR 500 million to EUR 714 million, a year on year increase of 23%. Brunei's operating result has continued to show a strong upward trend since 2002. In 2008, EBIT made up almost 9% of the company's total turnover.
Brunei International's total growth in turnover amounted to 23%: from EUR 580 million in 2007 to EUR 714 million in 2008.
All business units contributed to the growth. Both in Euros and in relative terms, Brunei Energy was the largest contributor with a revenue growth of EUR 107 million, an increase of 37%. The increase in The Netherlands amounted to EUR 16 million (up 12%) and Germany's increase in turnover amounted to EUR 6 million (up 5%). In terms of turnover, Brunei Energy's share in 2008 was the largest (55% of the Group's total turnover), followed by Brunei The Netherlands (22%) and Brunei Germany (19%).
In 2008 Brunei International's gross profit increased by 23% relative to 2007. A total gross profit of EUR 167 million was achieved in the year under review. The gross margin realized in 2008 (23.4%) is in line with the 2007 results (23.5%). Brunei International's business adheres to different dynamics. The businesses in The Netherlands and in Germany differ from the business dynamics in the Energy sector. In the current economic environment it is especially clear that the cycles differ significantly in addition to the already known differences in business dynamics.
In The Netherlands and in Germany a gross margin of 39% and 36% respectively are realized whereas the Energy division realized 13%.
In terms of the share of Brunei International's total gross profit, Brunei The Netherlands took first place with 36%, followed by Brunei Energy (30%) and Brunei Germany (29%). The other 5% was contributed by the smaller business units of Brunei in Belgium and Canada.
Brunei International's overhead costs increased by 29%. This increase is a result of investments made in the commercial organization and has had a limited effect on the cost/revenue. This key indicator changed from 14.7% in 2007 to 15.4% in 2008.
The strong increases in turnover and gross profit in combination with the increase in overhead costs resulted in an increase in operating profit of 21% , from EUR 51.2 million in 2007 to EUR 62.1 million in 2008. Operating profit as a percentage of turnover was stable at 8.7%.
Brunei International's solvency rate further improved from 68.5% in 2007 to 69.6% in 2008.
Total capitalized goodwill in 2008 remained at EUR 4 million, or just over 2% of shareholders' equity. Accounts receivable amounted to EUR 141.0 million as at 31 December 2008 (2007: EUR 111.7 million). At the close of 2008, Brunei International's cash position was EUR 40.3 million (2007: EUR 39.7 million).
The above figures constitute outlines. The various balance sheet items are specified in more detail in the financial statements included in this report.
The average number of fee earners over 2008 increased by 7%, less than the increase in the number of indirect employees (up 22%). This was the result of the investments made in our commercial organization.
Another important indicator of the company's health was the amount of gross profit per indirect employee which increased from EUR 159,400 in 2007 to EUR 160,700 in 2008.
| 2008 | 2007 | % | |
|---|---|---|---|
| Direct employees | 6,865 | 6,393 | 7% |
| Indirect employees | 1,039 | 855 | 22% |
| Total workforce | 7,904 | 7.248 | 9% |
| Average gross profit per indirect employee in Euros |
160,700 | 159,400 | 1 % |
| Direct/indirect ratio | 6.6 | 7.4 | -11% |
Professional staffing in The Netherlands is a mature market that comprizes various segments. Brunei The Netherlands operates in five specialized areas and targets these areas through separate (sales) organizations, so-called business lines. In order of turnover size these are Brunei Engineering, Brunei ICT, Brunei Insurance & Banking, Brunei Legal and Brunei Finance.
Each business line has its own management with regard to client service and recruitment. For efficiency reasons, Dutch back office functions are centralized in Amsterdam. The business lines are operated from ten sales offices across The Netherlands. All business lines aim to attract highly educated candidates to provide clients with high-quality recruitment & selection and project management services.
| 2008 | 2007 | % | |
|---|---|---|---|
| Net turnover | 154,053 | 138,101 | 120/0 |
| Gross profit | 60,752 | 55,453 | IO0/0 |
| Gross margin | 39.40/0 | 40.20/0 | |
| Operating result (EBIT) | 26,587 | 27,624 | -40/0 |
| EBIT percentage | 77.3% | 20.0% | |
| Total average direct workforce | 1,746 | 1,610 | 80/0 |
| Total average indirect workforce | 326 | 277 | I80/0 |
Brunei The Netherlands experienced a limited impact of the worsening economic circumstances. Turnover increased by 120/0 to EUR 154 million while gross profit increased by ^00 /o to EUR 61 million. Gross profit decreased slightly from 40.2% in 2007 to a strong 39.4% in 2008. Brunei The Netherlands has invested in its commercial workforce resulting in an increase of the overhead costs of 22.8o/o. As a result of this investment in the organization EBIT came down from EUR 27.6 million in 2007 to EUR 26.6 million in 2008. The EBIT percentage decreased from 20.00/0 to 17.3o/o.
Brunei The Netherlands' financial results are also reflected in the development of employee numbers. The average number of fee earners grew by 8o/o to 1,746, while the increase in the number of indirect employees was 18%, an average for the year of 326.
Brunei The Netherlands' positive performance applies to all activities with Brunei Engineering, Legal and Finance being the key contributors to growth in turnover.
Brunei The Netherlands has a very strong position in the Dutch secondment market as an intermediary for highly qualified
specialists. Brunei is capable of making an important contribution to its client's business processes. Brunei's services enable organizations to be more flexible to continuously adapt to their changing business environments. Even in the current economic climate Brunei is able to provide the flexible specialist. Equally important is the role Brunei can play in the careers of highly qualified professionals, by offering them varied and challenging work in their respective areas of expertise.
Finding and selecting the right professional is more than ever a highly specialized activity. On the one hand, it requires a thorough knowledge of the candidate market and, on the other, an in-depth understanding of the client's organization and the specific positions that must be filled. In recent years Brunei has invested substantially in the quality of its own organization, particularly with regard to the knowledge and skills of recruiters and account managers. These roles are decisive for the degree to which Brunei is capable of meeting, at any given time, the requirements of its own employees as well as client needs. It has become clear that, especially in the current economic climate, Brunei is well equipped in meeting the requirements of the customers while maintaining the interests of our employees.
In addition, considerable effort has been devoted to the efficient set-up of the back office which continuously supports the commercial organization.
Brunei The Netherlands continued to increase its market share. Brunei's Board sees this as validation that the investments are effective. The operational focus on strengthening employee recruitment and
commercial management will therefore be continued as we believe that it is this focus that makes Brunei stand out from the competitors in the market. Satisfaction on the part of employees and clients mirrors the quality of the account and recruitment organization, and it is this satisfaction that remains the foundation of our success. Brunei Engineering, Brunei's largest business unit in The Netherlands, is the leading supplier of highly qualified (university/institute of technology) staff for the Dutch engineering sector. The availability of a sufficient number of quality engineers remains a key issue in the Dutch market. The number of individuals graduating from universities and colleges of professional education has been insufficient to meet demand, although for the short term the current economic circumstances could result in a temporary relief. In the mid to long-term we expect that the shortage of qualified engineers will continue, or even increase. Brunei Engineering has an extensive database of candidates and a comprehensive arsenal of recruitment tools to facilitate the expected requirements. Brunei ICT is a strong business line. The IT-market is one of the first segments hit by the worsening economic climate, but despite this downturn, Brunei ICT has realized a small growth in turnover. Brunei ICT devotes considerable effort to the training and education of its employees in order to continue to meet the client's needs.
Brunei Insurance & Banking realized a modest growth in the year under review, which we consider an excellent performance given the environment in which this business line operates. It is the preferred supplier of many large
banks, insurers, brokerage firms and other financial institutions, mainly because of the high quality service it delivers. The financial sector is experiencing an exceptional period, where it will be faced with challenges where flexibility will be key in surviving. Brunei is confident that our flexible approach will assist the sector in overcoming this turbulent period. Brunei Legal acts as an intermediary for lawyers to serve law firms, companies and government bodies, and has a strong position in this relatively small market. The
increasing litigious society is an important trend in this sector. Brunei Finance is developing steadily.
Demand for financial specialists will remain high, the expectation is that Brunei Finance will be able to play a substantial role in fulfilling these requirements.
The current situation makes it difficult to provide quantitative projections but we do feel that Brunei is very well positioned to continue to outperform the market in which it is active and we do foresee that market share will, again, be increased.
Brunei Germany provides its clients with highly qualified engineers, technicians and IT specialists. Brunei's specialists usually carry out their activities on a temporary basis. In addition to traditional specialists-secondment, Brunei Germany provides consultancy, project management and interim services, and operates in the automotive, IT, aerospace, mechanical and plant engineering, rail systems and shipbuilding segments. Brunei Germany's headquarters are in Bremen. The company has sales offices on 33 locations from which services are provided to the various candidates and client markets.
| 2008 | 2007 | % | |
|---|---|---|---|
| Net turnover | 135,767 | 129,334 | 50/0 |
| Gross profit | 48,997 | 41,832 | 170/0 |
| Gross margin | 36.7% | 32.30/0 | |
| Other income | 4,805 | ||
| Operating result (EBIT) | 16,401 | 11,478 | 430/0 |
| EBIT percentage | 72.70/0 | 8.90/0 | |
| Total average direct workforce | 1,557 | 1,529 | 20/0 |
| Total average indirect workforce | 319 | 243 | 310/0 |
In 2008 Brunei Germany achieved a growth in turnover of 50/0, resulting in turnover of EUR 136 million. Gross profit increased in the same period by 170/o to EUR 49 million. In addition other income of EUR 4.8 million was realized by the sale of activities in 2008. Relative to 2007, the gross margin increased from 32.3o/o to 36.1 o/o. Overhead costs increased in the year under review by 230/0.
Brunei Germany's EBIT improved 43% to EUR 16.4 million. Partly as a result of the reported "other income" . Brunei Germany improved EBIT as a percentage of turnover from 8.90/0 in 2007 to 12.10/0 in 2008.
Brunei Germany's average number of fee earners grew by 20/0 to 1,557. The number of indirect employees increased by 310/0 to 319. The performance of Brunei Germany in terms of turnover and EBIT has been affected by the sudden standstill of the market for technical project management and engineering secondment in the fourth quarter. During the first nine months of 2008 Brunei Germany focussed on growth and invested in the commercial organization but as of the fourth quarter the focus shifted to productivity. The result for the year resulted in an EBIT of 12.10/0.
Brunei Germany operates in the top end of the German market but has decided to limit its own engineering activities without compromising the quality label Brunei developed over the past few years. Brunei Germany offers a layered provision of specialist services. The traditional temporary deployment of engineers constitutes the main activity in terms of the volume of services provided. The services package is complemented by consultancy and interim activities and project management know-how. This structure enables Brunei Germany to provide advice and support to its clients across a broad spectrum of specializations.
The German market for technical project management and secondment has been growing strongly from year to year as Germany is fast catching up with the rest of Europe with regard to making its labour market more flexible. This factor constitutes an additional basis for Brunei Germany's further development. As the automotive industry is of great
significance in Germany the market is hit severely by the current general financial crisis. We cannot predict the length and the depth of the current crisis but we do feel that the increasing flexibility of the German labour market will continue and that Brunei Germany is eminently equipped to expand its market share in Germany in the years to come.
In line with the outlook for the Dutch market we do not consider it prudent to provide financial projections.
Although, in the short term, the market trends are downwards the Board does expect further growth of the German staffing market. In the coming years and we feel that for 2009 the focus on productivity, as well as quality of the services rendered, will put Brunei Germany in a good position to further increase its market share.
Brunei Energy provides high-quality specialist knowledge to the international oil and gas industry in its associated upstream and downstream sectors. In addition, the company provides project management and consultancy services. Brunei Energy's core business is the provision of white-collar specialists. With regard to the offshore construction element of the industry, however, project staffing with (semi-)blue-collar workers is a complementary activity that Brunei Energy has developed in order to be able to provide total solutions to our clients. Brunei Energy operates from 37 offices throughout 25 countries. Main offices are located in Bangkok, Glasgow, Houston, Kuala Lumpur, London, Moscow, Paris, Perth, Rotterdam, Singapore and the United Arab Emirates.
| 2008 | 2007 | 0/0 | |
|---|---|---|---|
| Net turnover | 394.217 | 287.322 | 370/0 |
| Gross profit | 49,322 | 31,419 | 570/0 |
| Gross margin | 72.50/0 | 70.90/0 | |
| Operating result (EBIT) | 19,830 | 11,711 | 690^ |
| EBIT percentage | 5.00/0 | 4.70/0 | |
| Total average direct workforce | 3,218 | 2,934 | 100/0 |
| Total average indirect workforce | 311 | 252 | 230/0 |
Brunei Energy achieved a turnover of EUR 394 million - a 37% increase compared to 2007. Gross profit grew by 57.00/0 to EUR 49 million while the gross margin increased from 10.90/0 in 2007 to 12.50/0 in 2008. Overhead costs increased by 500/0 to EUR 29.5 million in 2008. EBIT increased by 690/0 to EUR 19.8 million. The EBIT margin increased from 4.10/0 in 2007 to 5.00/0 in 2008. The average number of fee earners increased by IO0/0 to 3,218. The number of indirect employees increased by 23o/o to 311. In the international oil and gas industry, Brunei Energy is a leading supplier of engineers, technical specialists and project
management personnel. The company's global network of offices is unique. Brunei Energy has developed into a truly global player and a partner for virtually all oil and gas majors on the five continents where Brunei operates.
The availability of engineers and technical specialists has been under pressure now for many years. Given the continuous expansion of activity in the oil and gas industry this pressure is more likely to increase than decrease.
Brunei Energy has an extensive, international database of candidates. This makes it possible for the company to resolve capacity shortages anywhere in the world. By definition, the labour market for the oil and gas sector has a strong international dimension, and each working location is subject to its own employment legislation. Throughout the years, Brunei Energy has acquired extensive experience with regard to the employment of expatriates throughout the world. The company's presence and knowledge in this area adds unique value to its clients.
At the beginning of the year under review Brunei Energy Board predicted further growth for the company's turnover and operating result. The Board also stated that gross margin would fluctuate around 120/0 over the long-term. The anticipated fluctuation with respect to the EBIT margin was between 50/0 and 60/0. Both targets have been met.
Brunei's Board does expect further growth of turnover in 2009 and our long-term expectation that the gross margin will fluctuate around 12o/o and this remains unchanged. An EBIT margin of between 5% and 60/0 is expected for 2009.
Brunei The Netherlands, Germany and Energy are Brunei International's largest business units. In addition, Brunei also has business activities in Belgium and Canada. Brunei in Belgium specializes in providing engineers and IT specialists. Its headquarters are in Mechelen. Brunei in Canada focuses on recruitment and selection as well as providing temporary staff primarily for technical industries. Its headquarters is in Toronto. In addition, Brunei in Canada has a limited number of sales offices spread across the country.
| 2008 | 2007 | % | |
|---|---|---|---|
| Net turnover | 30,191 | 25,132 | 20o/o |
| Gross margin | 7,940 | 7,602 | 4 % |
| Gross margin percentage | 26.30/0 | 30.20/0 | |
| Operating result (EBIT) | 799 | 1,567 | -490/0 |
| EBIT percentage | 2.60/0 | 6.20/0 | |
| Total average direct workforce | 344 | 320 | 80/0 |
| Total average indirect workforce | 83 | 83 | Oo/o |
Brunei in Belgium and Brunei in Canada contributed to Brunei International's good performance in 2008. Operations in their respective regions achieved a joint turnover of EUR 30.2 million and a gross profit of EUR 7.9 million. Total EBIT for the two companies was EUR 0.8 million (2007: EUR 1.6 million).
Brunei in Belgium is a dynamic company whose turnover has grown in recent years. It is furthermore a sound, effective organization. IT-related activities offer opportunities in a variety of sectors for the coming years. Engineering services mainly operate in the construction and petrochemical sectors. In the year under review new activities were successfully initiated in the pharmaceutical industry. Brunei in Canada operates in a large market in which the provision of staffing services is still developing. Brunei focuses in Canada on the engineering, healthcare and IT-sectors.
Brunei's Board expects that in 2009 both Brunei in Belgium and Brunei in Canada will continue to make a positive contribution to Brunei Group's growth in turnover and operating result.
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:
These 2008 financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
This Annual Report gives a true and fair view of the Company's position and the undertakings included in the consolidation taken as a whole as of December 31, 2008 and of the development and performance of the business for the financial year then ended;
This Annual Report and the 2008 financial statements, audited by Deloitte Accountants BV, have been presented to the Supervisory Board. The 2008 financial statements and the external auditor's report relating to the audit of the 2008 financial statements were discussed with the Audit Committee in the presence of the Corporate Executive Board and the external auditor. The Supervisory Board recommends that the General Meeting of Shareholders adopts the 2008 financial statements included in this Annual Report and recommends the proposal to pay a cash dividend for the financial year of 2008 of EUR 0.80 per common share.
Jan Arie Van Barneveld Chief Executive Officer
Brunei International NV is a public limited liability company. Its authorized capital is EUR 5 million, divided into 99.8 million ordinary shares and one priority share. The par value of the ordinary shares is EUR 0.05 each. The par value of the priority share is EUR 10,000.
On 31 December 2008 the number of outstanding shares was 22.884.979. A total of 140.722 option rights were exercized during the year under review. For all the option rights new shares were issued. The priority share has not been issued.
In 2008, option rights were granted to the managing director, Mr J.A. Van Barneveld, under the Articles of Association. A note explaining this grant is included in the Supervisory Board's remuneration report, which is available on the company's corporate website. Several senior management members were also granted option rights.
According to the AFM register on notification of substantial holdings, Mr J. Brand, the company's founder, directly or indirectly holds a capital interest of approximately 63o/o, with corresponding voting rights.
At the General Meeting of Shareholders to be held on 14 May 2009, the Board of Directors will ask the meeting to approve a proposal to distribute a dividend for 2008 of EUR 0.80 per share, payable in cash.
| 14 May | General Meeting of Shareholders |
|---|---|
| 14 May | Trading update for the first quarter of 2009 |
| 18 May | Ex-dividend listing |
| 11 June | Dividend available |
| for payment | |
| 21 August | Publication of the 2009 |
| semi-annual figures | |
| 04 November Trading update to the end of the third quarter of 2009 |
Brunei International NV
x EUR 000, before profit appropriation
| 2008 | 2007 | |||
|---|---|---|---|---|
| Non-current assets | ||||
| Goodwill (1) | 3,967 | 4,024 | ||
| Other intangible assets (2) | 789 | 909 | ||
| Property, plant and equipment (3) | 7,647 | 8,457 | ||
| Financial assets (4) | 36 | 384 | ||
| Deferred income tax assets (11) | 5,089 | 3,536 | ||
| Other non-current assets (16) | 2,100 | 0 | ||
| 19,628 | 17,310 | |||
| Current assets | ||||
| Debtors and other receivables (5) | 173,800 | 139,645 | ||
| Income tax receivables | 1,670 | 1,253 | ||
| Cash (6) | 40,312 | 39,665 | ||
| Total current assets | 215,782 | 180,563 | ||
| Current liabilities (7) | 65,875 | 58,751 | ||
| Income tax payables | 5,287 | 3,213 | ||
| Total current liabilities | 71,162 | 61,964 | ||
| Working capital | 144,620 | 118,599 | ||
| Non-current liabilites Deffered income tax liabilities (11) |
460 | |||
| 163,788 | 462 135,447 |
|||
| Group equity (8) | ||||
| Share capital | 1,144 | 1,137 | ||
| Share premium | 37,389 | 36,595 | ||
| Reserves | 79,405 | 61,025 | ||
| Unappropriated result | 44,789 | 36,133 | ||
| Minority interest | 1,061 | 557 | ||
| 163,788 | 135,447 | |||
| Balance sheet total | 235,410 | 197,873 |
x EUR 000
| 2008 | 2007 | |||
|---|---|---|---|---|
| Net turnover | 714,228 | 579,889 | ||
| Direct personnel expenses (9) | 547,217 | 443,583 | ||
| Gross profit | 167,011 | 136,306 | ||
| Other income (16) | 4,805 | |||
| Indirect personnel expenses (9) | 65,616 | 49,841 | ||
| Depreciation (10) | 3,199 | 3,114 | ||
| Other general and administrative | ||||
| expenses | 40,878 | 32,104 | ||
| \Total operating costs | ||||
| 109,693 | 85,059 | |||
| Ipe rating profit | 62,123 | 51,247 | ||
| Interest income | 346 | 43 | ||
| 346 | 43 | |||
| Financial income and expense | ||||
| 62,469 | 51,290 | |||
| Result before tax | ||||
| 16,902 | 14,412 | |||
| Tax (11) | 45,567 | 36,878 | ||
| Group result after tax | ||||
| -69 | 34 | |||
| Result participations (12) | 45,498 | 36,912 | ||
| Net income for the year | ||||
| Net income for the year | 45,498 | 36,912 | ||
| Net income attributable to | ||||
| minority interest | -709 | -779 | ||
| Net income attributable to equity | ||||
| holders of the parent (ordinary | ||||
| shares) | 44,789 | 36,133 | ||
| Basic earnings per share in Euros (13) | 7.96 | 7.59 | ||
| Diluted earnings per share in Euros (13) | 7.95 | 7.58 | ||
x EUR 000
| 2008 | 2007 | |
|---|---|---|
| Cash flow from operational activities | ||
| Result before tax | 62,469 | 51,290 |
| Adjustments for: | ||
| Depreciation (10) | 3,199 | 3,114 |
| Other non cash expenses (4,5) | 3,087 | -320 |
| Interest income | -346 | -43 |
| Share based payments | 911 | 723 |
| Changes in: | ||
| Receivables (14) | -41,093 | -4,791 |
| Current liabilities (15) | 8,970 | -3,610 |
| Cash flow from operations | 37,797 | 46,363 |
| Income taxes paid (11) | -16,580 | -15,989 |
| 20,617 | 30,374 | |
| Cash flow from investments | ||
| Additions to property, plant and equipment | -4,011 | -4,334 |
| Disposals of property, plant and equipment | 1,685 | 201 |
| Acquisition minority interest | -1,847 | 0 |
| Adjustment of initial purchase price (1) | 100 | 0 |
| Proceeds from divestment of business (16) | 0 | 143 |
| Financial fixed assets | 0 | -100 |
| Interest income | 346 | 43 |
| -3,727 | -4,047 | |
| Cash flow from financial operations | ||
| Issue of new shares | 801 | 426 |
| Dividend minority interest (8) | -205 | -385 |
| Dividend (8) | -15,998 | -11,370 |
| -15,402 | -11,329 | |
| Net decrease/increase in cash | 1,488 | 14,998 |
| Cash position at January 1 | 39,665 | 25,091 |
| Exchange rate fluctuations | -841 | -424 |
| Cash position at December 31 | 40,312 | 39,665 |
| Reserves | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium reserve |
Trans- Iation |
Share based pay- ments |
Treasury shares |
Retained priated earnings result |
Un- appro- |
Attribut able to ordinary share- holders |
Minority interest |
Total | |
| Balance at 1 January 2007 | 1.133 | 36.173 | -4.441 | 720 | 0 | 53.346 | 26.274 | 113,205 | 387 | 113.592 |
| Exchange differences arising on translation of foreign operations |
-2.604 | -2,604 | -2,604 | |||||||
| Net income recognized directly in equity |
-2,604 | -2,604 | •2.604 | |||||||
| Result financial year | 36,133 | 36,133 | 779 | 36,912 | ||||||
| Total recognized income and expense for the year |
-2,604 | 36,733 | 33,529 | 779 | 34,308 | |||||
| Cash dividend | -11,370 | -11,370 | -385 | -11,755 | ||||||
| Appropriation of result | 14,904 | -14,904 | ||||||||
| Share based payments | 723 | 723 | 723 | |||||||
| Option rights exercized | 422 | 426 | 426 | |||||||
| Acquisition minority interest | -1,623 | -1,623 | -224 | -1,847 | ||||||
| Balance at 1 January 2008 | 1,137 | 36.595 | -7.045 | 1.443 | 66.627 | 36.133 | 134,890 | 557 | 135.447 | |
| Exchange differences arising on translation of foreign operations |
-2.666 | -2,666 | -2,666 | |||||||
| Net mcome recognized directly in equity |
-2,666 | -2,666 | -2.666 | |||||||
| Result financial year | 44,789 | 44.789 | 709 | 45,498 | ||||||
| Total recognized income and expense for the year |
-2.666 | 44.789 | 42.123 | 709 | 42,832 | |||||
| Cash dividend | -15.998 | -15,998 | -205 | •16,203 | ||||||
| Appropriation of result | 20,135 | -20,135 | ||||||||
| Share based payments | 911 | 911 | 911 | |||||||
| Option rights exercized | 794 | 801 | 801 | |||||||
| Balance at 31 December 2008 | 1.144 | 37.389 | -9.711 | 2.354 | 86,762 | 44,789 | 162.727 | 1.061 | 163.788 |
53
Brunei International's main participations are listed below. These are included in the consolidated financial statements of Brunei International. Without exception all these participations are, directly or indirectly, wholly-owned and Brunei has full or over half the voting power. Some non-material participations are not included in the list.
Brunei Nederiand BV Rotterdam Brunei Energy Holding BV Rotterdam Brunei Energy Europe BV Rotterdam Brunei ICT NV Mechelen Brunei Engineering Consultants NV Mechelen Brunei International UK Ltd Glasgow Brunei GmbH Bremen Car Synergies GmbH Bochum Brunei Energy Dubai LLC Dubai Brunei Oil & Gas Services WLL Qatar Brunei International South East Asia Pte Ltd Singapore Brunei Technical Services, Pte Ltd Singapore Brunei Energy Malaysia SDN BHD Kuala Lumpur Brunei Technical Services Thailand Ltd Bangkok Brunei Energy (Thailand) Ltd Bangkok Brunei Energy Pty Ltd Perth Brunei Technical Services Pty Ltd Perth Brunei Energy Inc Houston Brunei Energy Nigeria Ltd Lagos Brunei Recruitment Kazachstan LLP Atyrau Brunei Energy Canada Inc Calgary Multec Canada Ltd Toronto Brunei Korea Ltd Ulsan Brunei International France Sarl Paris Brunei New Zealand Ltd Perth
Brunei International NV is a public limited liability company domiciled in Amsterdam, The Netherlands and listed on the Euronext Amsterdam. The head office of Brunei International is located in Amsterdam, the address is: Hullenbergweg 385-411 1101 CS Amsterdam
The Netherlands
The consolidated financial statements of Brunei include the company and its subsidiaries (together referred to as 'Brunei') and Brunei's interest in joint ventures. A summary of the main subsidiaries is included on page 54 of this report.
The financial statements were signed and authorized for issue by the Board of Directors and released for publication on 14 April 2009. The financial statements and the dividend proposal are subject to adoption by the Annual General Meeting of Shareholders on 14 May 2009.
All the information in these financial statements is in thousands of Euro, unless stated otherwise.
Brunei's activities are mainly secondment, project management, recruitment and consultancy.
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. All standards and all interpretations issued by the International Accounting Standards Board (the lASB) and the International Financial Reporting Interpretations Committee (the IFRIC) effective for 2008 have been adopted by the EU, except that the EU carved out certain hedge accounting provisions of IAS 39. Brunei does not utilize this carve out permitted by the EU. Consequently, the accounting policies applied by Brunei also comply fully with IFRS.
The following standards, amendments to standards and Interpretations were issued but are not yet effective for the year ended 31 December 2008.
| IFRSS | Operating segments |
|---|---|
| Revised IAS 23 | Borrowing costs |
| Revised IAS 1 | Presentation of financial |
| statements | |
| Revised IAS 3 | Business Combinations |
| Amended IAS 27 | Consolidated and seperate |
| financial statements | |
| Amendment to IFRS 2 | Share based Payment |
| IFRIC13 | Customer Loyalty Programs |
| IFRIC14 | The Limit on a Defined |
| Benefit Asset | |
| IFRIC15 | Agreements for the |
| Construction of Real Estate | |
| IFRIC16 | Hedges of a Net Investment |
| in a Foreign Operation | |
| IFRIC17 | Distributions of Non-Cash |
| Asset to Owners |
IFRIC 18 Transfer of Assets from Customers Amendment to IAS 39 Financial Instruments: Recognition and Measurements
Brunei has not yet applied these new and revised standards. However the company anticipates that adoption of these Standards and Interpretations in future periods will have no material financial impact on the financial statements of Brunei International NV.
The consolidated annual accounts include the financial information of Brunei International NV and its subsidiaries. Subsidiaries relate to companies controlled directly or indirectly by Brunei International NV.
These companies are listed on page 54. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of acquired or disposed companies are consolidated from the date of acquisition or sale, respectively. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified separately from Brunei's equity therein. Minority interests consist of the net equity value of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the
minority's interest in the subsidiary's equity are allocated against the interests of Brunei except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.
The financial information relating to Brunei International NV is presented in the consolidated financial statements. Accordingly, in accordance with article 2:402 of The Netherlands Civil Code, the company financial statements only contain an abridged profit and loss account.
The book value of Brunei's assets is reviewed for impairment whenever events or changes in circumstances indicate that the book value may not be recoverable. In case of these events or changes in circumstances the recoverable value of the asset concerned is determined. If this is not possible, the recoverable amount of the cash-generating unit to which the asset belongs, is determined. For purposes of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows. An asset is impaired if its book value is exceeding the recoverable value. The recoverable value is the higher of an asset's fair value less costs to sell and its value in use. The value in use is determined by means of the present value of estimated cash flow projections.
All business combinations are accounted for by applying the purchase method. When a company or business is acquired, the acquirer recognizes goodwill as an
asset. The asset recognized is measured as the excess of the cost of acquisition over the acquirer's interest in the fair value of assets, liabilities and contingent liabilities acquired. Impairment of goodwill will be tested at least annually. An impairment loss recognized for goodwill is not reversed in a subsequent period.
In the event Brunei decides to acquire a part or the complete minority interest, IFRS 3 Business Combinations, does not apply where the interest in an existing subsidiary company it already controls is expanded. Brunei has decided to use the equity transaction method for the recognition of the difference that arizes between the transaction cost and the purchase of the minority interests. With the equity transaction method the difference is accounted for as an equity transaction between owners.
Software, plant, property and equipment are valued at historical cost less depreciation using the straight-line method over their expected useful life.
Financial assets are, depending on the nature of the asset concerned, valued at amortized costs, using the effective interest method less impairment or the equity method.
Trade receivables are initially stated at fair value. Subsequent measurement is at amortized costs less provision for impairment.
The other assets and liabilities are initially stated at cost.
All receivables and liabilities are classified as originated loans and receivables.
Balance sheet items denominated in foreign currencies are translated at the rates of exchange prevailing at the balance sheet date; profit and loss account items are translated at the average rates during the financial year. Exchange differences due to the consolidation of foreign companies are charged or credited directly to the translation reserve.
Share based payments are granted to the director of the company and senior management. These option plans are settled in ordinary shares. The fair value of these share-based payments, calculated on grant date, is included in the indirect personnel expenses. The expenses are credited to equity for the same amount. The fair value is calculated based on the Black and Scholes option valuation model. At each balance sheet date, Brunei revizes its estimates of the number of options that are expected to become exercisable, taking into account the lapse of options and the conditional requirements. The impact of the revision of original estimates, if any, is recognized in the income statement with a corresponding adjustment to equity over the remaining period.
Net turnover relates to amounts charged to third parties during the financial year, excluding any taxes levied thereon. Revenues and costs are charged to the year in which the services are rendered.
Direct costs relate to costs attributed directly to the services provided, with personnel costs as the main cost item.
Retirement benefit costs: All pension plans prevailing within Brunei are defined contribution plans. Payments to these plans are charged as an expense as they fall due. Leasing: Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Taxation: Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Brunei's liability for current tax is calculated using applicable rates.
Deferred tax is recognized 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 recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.
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 realized. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
The cash flow statement has been prepared according to the indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows. The acquisition price of the acquired participations has been included in the cash flow from investment activities.
A business segment is a group of assets and operations engaged in providing services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing services in a particular economic environment which are subject to risks and returns that are different from those of segments operating in other economic environments. Brunei's primary format for segment reporting is geographically, whereas the secondary format is per business segment.
58 Annual Report 2008
Management makes estimates and assumptions concerning the future. These estimates and associated assumptions are based on historical experience and other factors, including expectations for future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The main uncertainties are applicable to estimations and assumptions used for impairment test of goodwill and determination of deferred tax assets. The differences are expected not to have a significant effect.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision only affects that period or in the period of the revision and future periods if the revision affects both current and future periods.
Brunei manages its capital to ensure that entities in the group will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The dividend policy of Brunei is aimed at maximizing the distributions to shareholders, while reserving enough capital to ensure the ability to continue as a going concern and to fund planned growth. Brunei's strategy is not to use any longterm credit lines. This typically leads to high solvency rates.
Brunei's activities are exposed to a variety of financial risks, including the effect of changes in debt and equity market prices, foreign currency exchange rates and interest rates. Brunei's overall risk management program focuses to minimize potential adverse effects on the financial performance of Brunei. This program is implemented and carried out under policies approved by the Board of Directors.
Brunei maintains sufficient cash to fund her ongoing operations. In addition there is the availability of funding through adequate credit facilities to minimize liquidity risk. Within Brunei derivative financial instruments are not used nor hedging activities undertaken.
Currency fluctuations affect the consolidated results, because a portion of the cash flow is generated in other currencies than the Euro. Brunei limits the foreign exchange risk by maintaining a back-to-back policy, meaning that the management strives to have both income and expenses to be generated locally in the same currency. Due to the back-toback policy, the foreign exchange risk of Brunei is limited to the exchange risk over the profits earned in foreign currencies. The foreign currencies that can have a material effect on the income statement of Brunei are the US Dollar and the Australian Dollar. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
| Liabilities | Assets | |||||
|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |||
| US Dollar | 4.039 | 6,774 | 68.325 | 47,429 | ||
| Australian Dollar | 3,880 | 5,103 | 13,375 | 12.762 | ||
| 7,919 | 11,877 | 81,700 | 60,191 |
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 external loans as well as loans within the group, where the denomination of financial position is in a currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit and other equity where the Euro strengthens 10% against the relevant currency. For a 10% weakening 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 | Australian | ||||
|---|---|---|---|---|---|
| Dollar impact | Dollar impact | ||||
| 2008 | 2007 | 2008 | 2007 | ||
| Profit or loss | 450 | -128 | 52 | -37 | |
| Other Equity | 4,789 | 3,029 | 674 | 636 | |
| Total Equity | 5,239 | 2,901 | 726 | 599 | |
| Turnover | 14.173 | 7.060 | 6.785 | 5,890 |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. Brunei has no significant concentrations of credit risk. The most important balance sheet items that are imposed to credit risk are the trade and other receivables. The trade accounts receivable do include an allowance for bad debts, reference is made to note 5. Generally services are provided to large and financially strong companies. In order to minimize credit risk exposure, Brunei intensively monitors the payment behavior 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 operating profit is small. As per 31 December 2008 the largest receivable against a single counterparty amounted EUR 12.1 million.
Due to the nature of Brunei's business the operating cash flows are substantially independent of changes in market interest rates. Interest coverage is the leading parameter in managing interest exposure. Due to the capital structure of Brunei, the interest paid and received are immaterial amounts and hence no material interest rate risk applies.
x EUR 000, unless stated otherwise
Movements during the year under review:
| 2008 | 2007 | |
|---|---|---|
| At cost at 1 January | 6,634 | 6,778 |
| Accumulated impairment and exchange rate adjustments |
2,610 | 2,624 |
| At cost at 1 January | 4,024 | 4,154 |
| Changes in book value: | ||
| Adjustment of initial purchase price | -100 | 0 |
| Impairment | 0 | 0 |
| Exchange rate adjustment | 43 | -130 |
| Book value at 31 December | 3,967 | 4,024 |
| At cost at 31 December | 6,634 | 6,634 |
| Accumulated impairment and exchange rate adjustments |
2,667 | 2,610 |
| Book value at 31 December | 3,967 | 4,024 |
Goodwill has been allocated for impairment te to four individual cash generating units: sting purposes
| Car Synergies GmbH | 2,055 |
|---|---|
| Brunei Carltech Inc | 870 |
| Falkenburger und partner GmbH | 789 |
| Brunei Commonwealth Resources | 253 |
| 3,967 |
During the financial year the company assessed the recoverable amount of goodwill for the main allocated amounts. No impairment was required. The recoverable amounts were assessed by reference to value in use. Management has projected cash flow forecasts over a period of five years. A growth rate of 10% was applied for the extrapolation of the results to the period after the second year. A discount factor of 8.5% per annum was applied in the value in the used model. Key assumptions used in the value in use calculations are:
The other intangible assets consists of software
| 2008 | 2007 | |
|---|---|---|
| At cost at 1 January | 2,501 | 1,627 |
| Accumulated depreciation | 1,592 | 887 |
| At cost at 1 January | 909 | 740 |
| Changes in book value: | ||
| Additions | 423 | 874 |
| Depreciation | -543 | -705 |
| Book value at 31 December | 789 | 909 |
| At cost at 31 December | 1,970 | 2,501 |
| Accumulated depreciation | 1,181 | 1,592 |
| Book value at 31 December | 789 | 909 |
Depreciation rate: 20-40% per annum.
Residual values are considered to be zero.
This item consists almost entirely of office furniture and computer systems.
Movements during the year under review:
| 2008 | 2007 | |
|---|---|---|
| At cost at 1 January | 16,941 | 16,977 |
| Accumulated depreciation | 8,484 | 9,316 |
| At cost at 1 January | 8,457 | 7,661 |
| Changes in book value: | ||
| Additions | 3,536 | 3,460 |
| Disposals | -1.138 | -201 |
| Disposals through divestments | -515 | 0 |
| Depreciation | -2,656 | -2,409 |
| Exchange rate adjustment | -37 | -54 |
| Book value at 31 December | 7,647 | 8,457 |
| At cost at 31 December | 16,595 | 16,941 |
| Accumulated depreciation | 8,948 | 8,484 |
| Book value at 31 December | 7,647 | 8,457 |
Depreciation rate: 20-40% per annum.
No leased items are included in property, plant and equipment. Residual values are considered to be zero.
This item contains a loan provided to a third party and a 50% share in a 2008 incorporated joint venture with INJOB Italia.
Movements during the year under review:
| 2008 | 2007 | |
|---|---|---|
| Book value at 1 January | 384 | 593 |
| Investment | 0 | 100 |
| Disposal | 0 | -143 |
| Result | -48 | 34 |
| Allowance on loan provided | -300 | -200 |
| Book value at 31 December | 36 | 384 |
The financial figures for 2008 of the joint venture are not significant.
| 2008 | 2007 | |
|---|---|---|
| Trade accounts receivable | 141,000 | 111,707 |
| Other receivables | 5,128 | 3,498 |
| Prepayments and accrued income | 27,672 | 24,440 |
| 173,800 | 139,645 |
All receivables have an expected term off less than one year. The book value of these receivables equals the fair value.
The trade accounts receivable do include an allowance for bad debts. The movement in this allowance is as follows:
| 2008 | 2007 | |
|---|---|---|
| Balance at the beginning of the year | 3,806 | 4,817 |
| Amounts written off during the year | -465 | -491 |
| Change in allowance recognized in result | -3,247 | -520 |
| Disposed subsidiary | -5 | 0 |
| Exchange rate fluctutations | 30 | 0 |
| Balance at the end of the year | 6,613 | 3,806 |
Ageing of impaired and past due trade receivables
| 2008 | 2007 | |
|---|---|---|
| Impaired trade receivables | 1,431 | 1,332 |
| 60-90 days | 8,657 | 4,977 |
| 90-120 days | 3,034 | 2,263 |
| 120+days | 8,588 | 8,584 |
| Total | 21,710 | 17,156 |
The granted credit terms may differ from 14-90 days. This is determined on the general terms and conditions of Brunei's primary segmentation and/or specific agreements with individual customers.
This item consists mainly of bank balances, part of which EUR 0.8 (2007: EUR 1.9) million, is not freely disposable on grounds of issued bank guarantees.
| 2008 | 2007 | |
|---|---|---|
| Trade payables | 17,511 | 12,994 |
| Taxes and social security charges | 20,183 | 18,809 |
| Pensions | 601 | 970 |
| Other liabilities and accrued expenses | 27,580 | 25,978 |
| 65,875 | 58,751 |
Practically all liabilities have an expected term off less than one year. The majority of trade payables are due within a range of 0 - 45 days. The majority of the other liabilities and accrues expenses are due within a range of 60 - 180 days. The book value of these liabilities equals the fair value.
The authorized capital is EUR 5,000,000 divided into one priority share with a nominal value of EUR 10,000 and 99.8 million ordinary shares with a nominal value of EUR 0.05. The subscribed capital consists of 22,884,979 ordinary shares (2007: 22,742,257).
The movement in the number of issued shares is:
| 2008 | 2007 | |
|---|---|---|
| Issued at 1 January | 22,742,257 | 22,658,742 |
| Issue of shares | 142,722 | 83,515 |
| Issued at 31 December | 22,884,979 | 22,742,257 |
Further information is provided in the consolidated statement of changes in Group equity on page 53 of this report.
In the year under review the cash dividend per share was EUR 0,70. The proposed dividend for 2008 will be EUR 0.80 per share.
The movement in minority interest is as follows:
| 2008 | 2007 | |
|---|---|---|
| Balance at 1 January | 557 | 387 |
| Result for the year | 709 | 779 |
| Dividend | -205 | -385 |
| Acquisition of minority interest | 0 | -224 |
| Balance at 31 December | 1,061 | 557 |
| Option rights | ||||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding options: | ||||||||
| Year granted | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | 2008 | Total |
| Exercize price | ||||||||
| average in Euros | 4.43 | 2.55 | 5.92 | 11.65 | 22.90 | 24.59 | 15.50 | |
| Outstanding at | ||||||||
| 31 December 2006 | 40,840 | 96,897 | 104,500 | 147,500 285,000 | 674,737 | |||
| Granted in 2007 | - | - | - | - | 370,000 370,000 |
370,000 | ||
| Exercized in 2007 | -40,840 | -9,175 | -33,500 | - - |
- - |
- - |
-83,515 | |
| Forfeited in 2007 | -2,000 | -7,000 | -18,500 | -18,500-107,500-162,500 -107,500 |
-162,500 | -297,500 | ||
| Outstanding at | ||||||||
| 31 December 2007 | 85,722 | 64,000 | 129,000 | 177,500 | 207,500 | 663,722 | ||
| Granted in 2008 | 711,000 | 711,000 | ||||||
| Exercized in 2008 | -85,722 | -11,000 | -44,000 | -140,722 | ||||
| Forfeited in 2008 | -3,500 | -40,000 | -47,500 | -47,500-301,000-392,000 -301,000 |
||||
| Outstanding at | ||||||||
| 31 December 2008 | 53,000 | 81,500 | 137,500 137,500 |
160,000 | 410,000 | 842,000 | ||
| Of which Board | ||||||||
| of Directors | 50,000 50,000 |
25,000 | 25,000 | 25,000 | 40,000 40,000 |
|||
| Exercize price | ||||||||
| in Euros | 5.92 | 11.65 | 22.90 | 23.77 | 15.50 | |||
| Expiry date | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 |
The options granted to personnel are conditional and linked to performance targets for the year of allocation. Options can be exercized three years after being granted 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.
The options granted to the Board of Directors are conditional, meaning that they can be exercized after three years on condition that the applicable board member still holds the position.
The option valuation model to calculate the fair value of the options is the Black and Scholes model. This model is based on historical volatility over the past three years, a dividend policy of 0.5% and calculates an interest of 3.0%.
The reference dates are the date of granting, and precisely three years later. As per 31 December 2008 only the 2004 and 2005 outstanding options can be exercized.
Brunei has entered into long-term non-cancellable commitments under rent and lease contracts. Brunei 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.
| 2008 | 2007 | |
|---|---|---|
| Expire in year 1 | 7,131 | 9,855 |
| Expire in year 2-5 | 12,832 | 13,863 |
| Expire in year 6 and later | 6,169 | 0 |
| 26,132 | 23,718 |
x EUR 000, unless stated otherwise
| The profit and loss account | ||
|---|---|---|
| includes the following amounts: | 2008 | 2007 |
| Salaries | 419,577 | 309,937 |
| Social charges | 38,703 | 33,065 |
| Pension charges | 7,204 | 6,186 |
| 465,484 | 349,188 |
A total of EUR 409 million of the above amounts is included in the direct cost of turnover (2007: EUR 308 million). The pension scheme is classified as defined contribution.
The directors' remunerations paid in 2008 (2007) are set out below:
| Salary | Bonus | Pension | Share based payments |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| J.A. Van Barneveld, CEO J.E. Jansen, Chairman |
350(300) | 150 (125) | 148 (134) | 85 | (134) | 733 (693) | ||
| of the Supervisory Board A. Schouwenaar, |
40 | (40) | 0 | 40 | (40) | |||
| Vice Chairman of the Supervisory Board D. Van Doom, |
30 | (30) | 0 | 30 | (30) | |||
| Member of the Supervisory Board |
25 | (25) | 0 | 0 | 0 | 25 | (25) |
Mr J.A. Van Barneveld has 43,782 shares in the company, in addition to 165,000 conditional share options. The members of the Supervisory Board hold neither shares nor share options in the company.
| The costs for depreciations in | ||
|---|---|---|
| the profit and loss account consist of: | 2008 | 2007 |
| Software (2) | 543 | 705 |
| Property, plant and equipment (3) | 2,656 | 2,409 |
| 3,199 | 3,114 |
The 2008 other general and administrative expenses include for EUR 11.5 million (2007: EUR 8.5 million) of rental costs and leasing costs.
| Deloitte Account- ants BV |
Member firms/ affiliates |
Total 2008 |
Deloitte Account- ants BV |
Member firms/ affiliates |
Total 2007 |
|
|---|---|---|---|---|---|---|
| Audit fees | 124 | 304 | 428 | 137 | 360 | 497 |
| Audit related fees | 5 | 0 | 5 | 5 | 0 | 5 |
| Tax advisory fees | 25 | 154 | 179 | 25 | 75 | 100 |
| Other non-audit fees | 0 | 0 | 0 | 0 | 0 | 0 |
| 154 | 458 | 612 | 167 | 435 | 602 |
The tax burden in the profit and loss account for 2008 is EUR 16.9 million, making up 27.2% of the pre-tax operating profit (2007: tax burden EUR 14.4 million and 28.1% respectively). The difference between the effective tax rate and the applicable Dutch corporation tax rate of 25.5% over the operating profit is explained below:
| 2008 | 2007 | |
|---|---|---|
| Dutch corporation tax | 15,940 | 13,079 |
| Permanent differences: | ||
| Difference with foreign tax rates | 1,164 | 1,614 |
| Adjustment previous years | -276 | -378 |
| Non taxable items | 103 | -151 |
| Tax losses not recognized as deferred tax asset (in previous years) |
-47 | -9 |
| Other taxes (withholding taxes) | 18 | 257 |
| Effective tax charge | 16,902 | 14,412 |
Dutch corporation tax rate was 25.5% over 2008 and 25.5% during 2007. During the financial year a sum of EUR 179 relating to current tax was credited to the shareholder equity (2007: credited by EUR 590 relating to deferred taxes). This tax relates to exchange rate differences directly charged/credited to equity.
Tax on profit from ordinary activities consists of the components listed below:
| 2008 | 2007 | |
|---|---|---|
| Tax on taxable profit | 18,326 | 16,225 |
| Changes in deferred tax assets | -1,424 | -1,813 |
| Tax on profit from ordinary activities consists of the components listed below: |
16,902 | 14,412 |
The deferred income tax asset is based upon recognized assets originating from existing accumulative tax losses. Deferred tax assets recognition is supported by near future result forecasts.
The deferred income tax liabilities as per 31 December 2008 see to retained earnings in foreign subsidiaries subject to Dutch incorporation tax once these earnings will be distributed to the applicable shareholding company.
The amount not recognized as deferred tax asset is not significant.
| Current | Deferred | Total | |
|---|---|---|---|
| Balance at 1 January 2008 | |||
| Tax asset | 1,253 | 3,536 | 4,789 |
| Tax liability | -3,213 | -462 | -3,675 |
| -1,960 | 3,074 | 1,114 | |
| Movements during the year | |||
| Paid/Received | 16,580 | 0 | 16,580 |
| Through Profit and loss | -18,326 | 1,424 | -16,902 |
| Through Equity | 179 | 0 | 179 |
| Exchange rate adjustment | -90 | 131 | 41 |
| Balance at 31 December 2008 | -3,617 | 4,629 | 1,012 |
| Balance at 31 December 2008 | |||
| Tax asset | 1,670 | 5,089 | 6,759 |
| Tax liability | -5,287 | -460 | -5,747 |
| -3,617 | 4,629 | 1,012 |
| 2008 | 2007 | |
|---|---|---|
| Book profit from divestments of business | -21 | 50 |
| Result joint venture | -48 | -16 |
| -69 | 34 |
| 2008 | 2007 | |
|---|---|---|
| Weighted average number of ordinary shares | ||
| for the purpose of basic earnings per share | 22,813,618 | 22,700,500 |
| Effect of dilutive potential ordinary shares | ||
| from share based payments | 193,000 | 149,722 |
| Weighted average number of ordinary shares | ||
| for the purpose of diluted earnings per share | 23,006,618 | 22,850,222 |
| Net income for ordinary shareholders in Euros | 44,789,000 | 36,133,000 |
| Basic earnings per share in Euros | 1.96 | 1.59 |
| Diluted earnings per share in Euros | 1.95 | 1.58 |
The majority of the items on the consolidated cash flow statement are on an individual basis cross-referenced to the relevant notes on the consolidated profit and loss account and balance sheet. For the remainder of the material items, the reconciliation between amounts included in the consolidated cash flow statement and related amounts in profit and loss account and balance sheet is shown below.
| 2008 | 2007 | |
|---|---|---|
| Receivables 1 January | 139,645 | 137,795 |
| Change in allowance for bad debts | -2,807 | 520 |
| Exchange rate fluctuations | -2,031 | -3,461 |
| Change in receivables | 38,993 | 4,791 |
| Receivables 31 December | 173,800 | 139,645 |
| 15. Current liabilities | ||
| 2008 | 2007 | |
| Current liabilities 1 January | 58,751 | 61,557 |
| Deferred payment acquisition minority interest | -1,847 | 1,847 |
| Exchange rate fluctuations | -1,032 | -1,043 |
| Change in current liabilities | 10,003 | -3,610 |
| Current liabilities 31 December | 65,875 | 58,751 |
Brunei sold IMG and the Rail activities in 2008.
The combined assets and liabilities forming part of the sale of IMG amounted to EUR 1,010. The transaction result of the IMG sale amounts to EUR 1,990. The result on the sale of Rail activities amounts to EUR 2,815. Details are as follows:
| Total proceeds sale of IMG | 3,000 | |
|---|---|---|
| Cash and cash equivalents | 0 | |
| Receivables | 248 | |
| Goodwill | 0 | |
| Other assets | 1,207 | |
| Liabilities | 445 | |
| Transaction costs paid | 0 | |
| Combined assets and liabilities | 1,010 | |
| Transaction result IMG | 1,990 | |
| Result on sale of Rail activities | 2,815 | |
| Other income | 4,805 |
| The total proceeds were settled in: | |
|---|---|
| Cash | 0 |
| Short-term receivable | 900 |
| Long-term receivable | 2,100 |
The 2008 net cash flow resulting from the transaction is as follows:
| Total proceeds | 3,000 |
|---|---|
| Less: proceeds to be received | 3,000 |
| Net cash flow as a result of | |
| the sale of company/activities |
Prior period financial statements have not been re-presented, since they are not considered to be material on the Group's financial statements. The 2007 IMG key figures were as follows:
| Net revenue | 3,617 |
|---|---|
| Net income | 305 |
| Balance Sheet total | 2,483 |
Included under receivables are amounts payable by legal entities that are affiliated to the majority shareholder Mr J. Brand; these total EUR 17,883 (2007: EUR 51,254) and concern primarily invoiced rents and service charges. Included under other operating expenses is an amount of EUR 79,411 (2007: EUR 79,411) paid as consultancy fee to the majority shareholder of Brunei International NV.
x EUR 000, unless stated otherwise
Brunei's activities are mainly secondment, project management, recruitment and consultancy. The primary reporting provides a geographical overview of these activities.
The Energy division supplies engineers, project management and consultancy services to oil and gas companies and related industries. As the operations are spread over 25 countries and their nature differs from the business in The Netherlands and Germany a further stratification of this division is not deemed to be useful.
| Turnover | Gross profit |
Operating profit | |||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||
| Netherlands | 154,053 | 138,101 | 60,752 | 55,453 | 26,587 | 27,624 | |
| Worldwide Energy | 394,217 | 287,322 | 49,322 | 31,419 | 19,830 | 11,711 | |
| Germany | 135,767 | 129,334 | 48,997 | 41,832 | 16,401 | 11,478 | |
| Other regions | 30,191 | 25,132 | 7,940 | 7,602 | 799 | 1,567 | |
| Unallocated | -1,494 | -1,133 | |||||
| 714,228 | 579,889 | 167,011 | 136,306 | 62,123 | 51,247 |
| Balance sheet total | Investrrn | snt in FA | Depre elation |
||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||
| Netherlands | 47,411 | 35,673 | 748 | 991 | 515 | 442 | |
| Worldwide Energy | 132,64• 9 | 102,042 | 1,119 | 805 | 567 | 495 | |
| Germany | 40,036 | 41,794 | 1,872 | 2,072 | 1,804 | 1,873 | |
| Other regions | 15,314 | 18,364 | 220 | 466 | 313 | 304 | |
| 235,410 | 197,873 | 3,959 | 4,334 | 3,199 | 3,114 |
| External liabilities | |||
|---|---|---|---|
| 2008 | , 2007 |
||
| Netherlands | 17,983 | 16,377 | |
| Worldwide Energy | 37,210 | 27,240 | |
| Germany | 8,979 | 11,581 | |
| Other regions | 6,989 | 6,766 | |
| 71,161 | 61,964 |
The total number of direct and indirect employees with the group companies is set out below:
| 2008 | 2007 | |||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Netherlands | 1,746 | 326 | 1,610 | 277 |
| Worldwide Energy | 3,218 | 311 | 2,934 | 252 |
| Germany | 1,557 | 319 | 1,529 | 243 |
| Unallocated | 344 | 83 | 320 | 83 |
| 6,865 | 1,039 | 6,393 | 855 | |
| Total workforce | 7,9C | 4 | 7,248 |
| 2008 | 2007 | |||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Netherlands | 1,855 | 354 | 1,740 | 296 |
| Worldwide Energy | 3,299 | 338 | 3,123 | 264 |
| Germany | 1,685 | 356 | 1,681 | 278 |
| Unallocated | 336 | 81 | 432 | 82 |
| 7,175 | 1,129 | 6,976 | 920 | |
| Total workforce | 8,3C | 4 | 7,896 |
Brunei's activities are mainly secondment, project management, recruitment and consultancy. The secondary reporting provides an overview of these activities with regards to professional specialization.
| Turnover | Gross profit |
Ooeratina profit | |||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||
| Engineering | 225,647 | 207,157 | 84,295 | 72,773 | 31,087 | 24,886 | |
| Energy | 394,217 | 287,322 | 49,322 | 31,419 | 19,830 | 11,711 | |
| ICT | 53,166 | 48,797 | 17,495 | 16,956 | 6,529 | 7,206 | |
| Unallocated | 41,198 | 36,613 | 15,899 | 15,158 | 4,677 | 7,444 | |
| 714,228 | 579,889 | 167,011 | 136,306 | 62,123 | 51,247 |
| Balance s | heet total | Investm | snt in FA | Depreciation | |||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||
| Engineering | 44,680 | 46,643 | 1,954 | 2,212 | 1,947 | 2,024 | |
| Energy | 132,649 | 102,042 | 1,119 | 805 | 566 | 495 | |
| ICT | 3,699 | 4,962 | 108 | 54 | 107 | 107 | |
| Unallocated | 54,382 | 44,226 | 778 | 1,263 | 579 | 488 | |
| 235,410 | 197,873 | 3,959 | 4,334 | 3,199 | 3,114 |
The total number of direct and indirect employees with the group companies is set out below:
| 2008 | 2007 | |||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Engineering | 2,607 | 483 | 2,480 | 389 |
| Energy | 3,218 | 311 | 2,934 | 252 |
| IT | 592 | 82 | 558 | 69 |
| Unallocated | 448 | 163 | 421 | 145 |
| 6,865 | 1,039 | 6,393 | 855 | |
| Total workforce | 7,90 | 4 | 7,248 |
| 2008 | 2007 | |||
|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | |
| Engineering | 2,758 | 522 | 2,734 | 433 |
| Energy | 3,299 | 338 | 3,123 | 264 |
| IT | 627 | 91 | 589 | 71 |
| Unallocated | 491 | 178 | 530 | 152 |
| 7,175 | 1,129 | 6,976 | 920 | |
| Total workforce | 8,3C | 4 | 7,896 |
x EUR 000, before profit appropriation
| 2007 |
|---|
| 67,908 |
| 67,427 |
| 445 |
| 134,890 |
| 134,890 |
| 140,169 |
x EUR 000
| 2008 | 2007 | |
|---|---|---|
| Result on participations after tax (22) | 43,993 | 33,539 |
| Other income and expenses after tax | 796 | 2,594 |
| Net result | 44,789 | 36,133 |
x EUR 000, unless stated otherwise
The financial statements of Brunei International NV have been prepared using the option of section 362 of Book 2 of the Netherlands 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 56-60.
Subsidiaries of Brunei International NV are accounted for using the equity method.
| 2008 | 2007 | |
|---|---|---|
| Subsidiaries | 98,194 | 66,740 |
| Third party loan | 0 | 300 |
| 98,194 | 67,040 |
| Movements in 2008: | Subsidiaries | Receivables |
|---|---|---|
| Value at 1 January | 66,740 | 42,363 |
| Capital contributions and acquisitions | 111 | 0 |
| Liquidations | 0 | -51 |
| Profit 2008 | 43,993 | 33,539 |
| Dividend payment | -10,000 | -5,000 |
| Acquisition minority interest | 0 | -1,623 |
| Exchange rate fluctuations | -2,650 | -2,584 |
| Other movements | 0 | -96 |
| Value at 31 December | 98,194 | 66,740 |
| Subsidiaries | 62,347 | 66,941 |
|---|---|---|
| Other receivables | 66 | 39 |
| 62,413 | 66,980 |
An amount of EUR 6.3 (2007: EUR 0.1) million is not freely disposable, but is reserved to cover the amounts owed to banks by the Dutch subsidiaries.
| Group companies | 2,427 | 1,280 |
|---|---|---|
| Other liabilities | 1,914 | 3,554 |
| 4,341 | 4,834 |
Composition of and changes in shareholders' equity:
| Share capital |
Share premium |
General reserve |
Trans lation reserve (legal reserve) |
Unapro priated result/ result financial year |
Total 2008 |
Total 2007 |
|
|---|---|---|---|---|---|---|---|
| Balance at 1 January | 1,137 | 36,595 | 68,070 | -7,045 | 36,133 | 134,890 | 113,205 |
| Exchange differences result | -2,666 | -2,666 | -2,604 | ||||
| Result financial year Cash dividend Result appropriation Share based payments Acquisition minority interest Option rights exercized |
7 | 794 | 20,135 911 |
44,789 -15,998 -20,135 |
44,789 -15,998 0 911 0 801 |
36,133 -11,370 0 723 -1,623 426 |
|
| Balance at 31 December | 1,144 | 37,389 | 89,116 | -9,711 | 44,789 | 162,727 | 134,890 |
In the year under review the cash dividend per share was EUR 0.70. The proposed dividend for 2008 will be EUR 0.80 per share.
Information on outstanding options is provided in the notes to the consolidated balance sheet. The details on the composition of and changes in the shareholder's equity of 2007 are disclosed in the consolidated statement of changes in equity.
| 2008 | 2007 | |
|---|---|---|
| Profit groupcompanies (17) | 43,993 | 33,539 |
| Book profit from divestments of business (16) | 0 | 0 |
| 43,993 | 33,539 |
The company has guaranteed the liabilities for its Dutch participations Brunei Nederiand BV and Brunei Energy Holding BV Guarantees to the amount of EUR 2.1 million (2007: EUR 2.1 million) have been provided for foreign participations. Brunei International NV forms a tax group with a number of its Dutch subsidiaries for the purposes of corporate income tax and VAT, making the holding severally liable for the tax liabilities of the tax group.
The Board of Directors Drs. J.A. van Barneveld RA The Supervisory Board Mr. J.E. Jansen Drs. A. Schouwenaar Ir. D. van Doorn
Profit Appropriation according to the Articles of Associatio n
Article 26.2 The Board of Directors determines the part of the Company's profits which will be added to the reserves, subject to the approval of the holder of the priority* share. Article 26.3 The remaining part of the
Company's profits is at the disposal of the shareholders for distribution of profit.
It is proposed to the General Meeting of Shareholders that a dividend of EUR 0.80 per share will be paid.
*) Pursuant to Article 4.3, as long as the priority share is not subscribed, the rights attached to this share are exercized by the General Meeting of Shareholders.
To the General Meeting of Shareholders and fair presentation of the financial of Brunei International NV.
We have audited the accompanying financial statements 2008 of Brunei International NV, Amsterdam. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprize the consolidated balance sheet as at 31 December 2008, profit and loss account, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The company financial statements comprize the company balance sheet as at 31 December 2008, the company profit and loss account for the year then ended and the notes.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of The Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of The Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the financial position of Brunei International NV as at 31 December 2008 and of its result and its cash flow for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of The Netherlands Civil Code.
In our opinion, the company financial statements give a true and fair view of the financial position of Brunei International NV as at 31 December 2008 and of its result for the year then ended in accordance with Part 9 of Book 2 of The Netherlands Civil Code.
Pursuant to the legal requirement under 2:393 sub 5 part f of The Netherlands Civil Code, we report, to the extent of our competence, that the management board report is consistent with the financial statements as required by 2:391 sub 4 of The Netherlands Civil Code.
Deloitte Accountants BV A.G. van Bochove RA
| Prodi ^ 4 |
2008 | 2007 | 2006 | 2005 | 2004 | 2003 | 2002 | 2001 | 2000 | 1999 | 1998 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net turnover | 714.2 | 579.9 | 499.1 | 390.8 | 312.7 | 245.7 | 204.7 | 210.5 | 214.5 | 237.3 | 233.9 |
| r ross "argm |
167.0 | 136.3 | 115.3 | 88.4 | 67.8 | 55.7 | 48.8 | 58.9 | 64.8 | 75.8 | 72.2 |
| Gro Ooera* • ig profit |
62.1 | 51.2 | 35.3 | 23.5 | 10.9 | 2.8 | -7.6 | 3.9 | 0.9 | 14.4 | 23.1 |
| Result before tex | 62.5 | 51.3 | 35.3 | 24.1 | 11.3 | 3.4 | -6.8 | 5.9 | 2.3 | 15.3 | 23.7 |
| ExtraoM linary income and expenses before tax | -1.4 | -0.3 | -2.5 | ||||||||
| 3up rosult afli'r tax | 45.6 | 36.9 | 24.2 | 16.0 | 7.5 | 2.2 | -4.4 | 3.8 | 1.0 | 9.3 | 15.8 |
| Net income | 44.8 | 36.1 | 26.3 | 15.9 | 7.4 | 2.2 | -4.4 | 3.8 | 1.0 | 9.3 | 15.7 |
| Cash flow (net profit + depreciations/ | |||||||||||
| impairment) | 48.0 | 39.2 | 29.7 | 18.7 | 11.0 | 5.4 | -1.2 | 6.3 | 3.6 | 11.6 | 17.4 |
| Depreciation of tangible fixed assets and | |||||||||||
| amortisation | 3.2 | 3.1 | 3.0 | 2.8 | 4.1 | 3.2 | 3.2 | 2.5 | 2.6 | 2.4 | 1.6 |
| Additions to tangible fixed assets | 4.0 | 4.3 | 4.5 | 2.5 | 1.9 | 1.4 | 7.8 | 4.4 | 2.7 | 2.9 | 3.3 |
| Workforce | |||||||||||
| Average over the year | 7.904 | 7.248 | 6,148 | 4,796 | 3,984 | 3,499 | 3,419 | 3,516 | 4.003 | 4.730 | 4,640 |
| Balance sheet information | |||||||||||
| Non-current assets | 19.6 | 17.3 | 15.1 | 6.4 | 5.5 | 8.1 | 10.7 | B.9 | 5.4 | 5.8 | 5.0 |
| Working capital | 144.6 | 118.6 | 99.0 | 90.3 | 73.9 | 68.3 | 64.9 | 78.0 | 77.4 | 81.8 | 70.9 |
| Group equity | 163.8 | 135.4 | 113.6 | 96.7 | 79.4 | 75.8 | 75.0 | 81.8 | 80.2 | 85.2 | 75.1 |
| Balance sheet total | 235.4 | 197.9 | 178.5 | 150.3 | 118.9 | 106.4 | 100.1 | 113.0 | 105.9 | 107.3 | 109.3 |
| Ratios | |||||||||||
| Change in turnover on previous year | 23.2% | 16.2% | 28.0% | 25.0% | 27.3% | 20.1 % | -2.8% | •1.4% | -9.6% | 1.5% | 43.0% |
| Gross profit/net turnover | 23.4% | 23.5% | 23.1 % | 22.6% | 21.7% | 22.7% | 23.90/0 | 28.0% | 30.2% | 31.9% | 30.9% |
| Operating profit/net turnover | 8.7% | 8.8% | 7.1% | 6.0% | 3.4% | 1.2% | -3.7% | 1.9% | 0.4% | 6.0% | 9.9% |
| Group result/net turnover | 6.4% | 6.3% | 4.8% | 4.1 % | 2.3% | 0.9% | -2.2% | 1.8% | 0.5% | 3.9% | 6.7% |
| Group equity/total assets | 69.6% | 68.5% | 63.6% | 64.4% | 66.7% | 71.3% | 75.0% | 72.3% | 75.7% | 79.3% | 68.6% |
| Current assets/current liabilities | 3.03 | 2.91 | 2.54 | 2.69 | 2.87 | 3.27 | 3.65 | 3.77 | 4.35 | 5.13 | 3.12 |
| Shares (in euros) | |||||||||||
| Earnings per share | 1.96 | 1.59 | 1.16 | 0.70 | 0.33 | 0.10 | -0.19 | 0.17 | 0.04 | 0.42 | 0.71 |
| Shareholder's equity per share | 7.16 | 5.93 | 5.00 | 4.27 | 3,49 | 3.35 | 3.32 | 3.61 | 3.54 | 3.81 | 3.39 |
| Dividend per share | 0.80 | 0.70 | 0.50 | 0.30 | 0.15 | 0.10 | 0.00 | 0.11 | 0.11 | 0.11 | 0.18 |
| Highest price | 18.55 | 26.66 | 34.94 | 18.00 | 9.00 | 5.60 | 5.83 | 5.20 | 12.40 | 21.50 | 41.97 |
| Lowest price | 8.10 | 14.86 | 16.95 | 8.65 | 4.86 | 2.35 | 2.35 | 3.06 | 3.65 | 8.00 | 13.98 |
| Closing price at 31 December | 8.55 | 16.35 | 26.00 | 18.00 | 9.00 | 4.90 | 3.13 | 3.95 | 3.95 | 9.00 | 17.24 |
Prior to transition date (1 January 2005) the data have not been adjusted to IFRS.
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Suite 1003, 1 Oth Floor Chung Sheng Building 9 Queen Victoria Street Central, Hong Kong T +65 6532 2480 F +65 6532 2536 [email protected]
Business Centre Building Office 110, 1 st Floor Khalid Bin Waleed Street Bur Dubai United Arab Emirates T+971 4 397 4778 F+971 4 397 4757 [email protected]
Immeuble Elysees La Defense 7C Place du Dóme 92056 Paris La Defense T +33 1 40 90 30 80/78 F+33 1 40 90 30 81 [email protected]
210 Ascot Centre, 2nd Floor Sahar Airport Road Andheri East 400 099 Mumbai T+9 1 22 2826 4873 F+91 22 2821 4474 [email protected]
Graha Mampang. 5th Floor Jalan Mampang Prapatan Ry 100 Jakarta 12760 T +62 21 798 8833 F+62 21 798 8980 [email protected]
Balikpapan representative Office Jl Mulawarman 7 Bahkpapan 76116 Kalimantan Timur T +62 542 70 70 385 F+6 2 542 76 21 04 [email protected]
Dana Graha Building 3d Floor Room 308A Jl Iman Bonjol Nagoya Batam T +62 778 427 701 F+62 778 427 701 [email protected]
Via del Perlar 37 B 37135 Verona T +39 45 8287 642 F +39 45 8287 644 [email protected]
Azattyk Avenue 8 060002 Atyrau T+7 7 122 35 57 38 F+77 122 32 72 31 [email protected]
Garghana Street near Zargha Al Yamama Market, Gargaresh Tripoli T+21 8 91 421 9053 F+218 91 370 8560 [email protected]
25.2, Level 25 Menara Standard Chartered 30 Jalan Sultan Ismail 50250 Kuala Lumpur T+6 0 3 2144 3451 F+6 0 3 2713 2283 [email protected]
Ground Floor, Perpel Lodge Bandar Seri Kerteh 24300 Kerteh Terengganu darul Iman T +9 826 2795 F + 9 826 3491 [email protected]
Lot No. 2348. 1 st Moor Jalan Datuk Edward Jeli, Piasau 98000 Min, Sarawak East Malasia T+8 5 655911 F +85 663079 energy@ brunel.my y f*
[email protected] Rivium 1 ste straat 121 2909 LE Capelle aan den IJssel T+31 10 266 64 44 F+31 10 266 64 01
Eshrow House 7, Onikepoakande Street Off Admiralty Way, Road 12^, ^ Lekkil Phase 1, Victoria Island Lagos T+234 1271 4023 F+234 1271 4022 [email protected]
Nedre Strandgate 41 4005 Stavanger T+4 7 69 339 100 F+47 69 339 119 [email protected]
5046 P Burgos Street, Poblacion Makati City T+63 2 890 4221 F+632 890 4184 [email protected]
Office No. 1, 3rd Floor Al Saad Business Centre Juan St., Al Saad Doha T +974 4320422 F +974 4327895 [email protected]
Office No. 28, 1 st Floor Al Muthanna Complex, Salwa Road Doha T +974 4666275 F +974 4666375 [email protected]
1 6 Myasnitskaya Street, 7th floor Moscow Russia 101000 T +7 495 783 6677 F +7 495 783 6673 [email protected]
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32 Kommunisticheskiy Avenue Office 229 Yuzhno- Sakhalinsk Russia 693000 T +7 4242 727 124 F + 7 4242 727 125 [email protected]
53 Gertsena Street Office 519 Tyumen Russia 625000 T +7 3452 50 04 25 F +7 3452 50 04 26 tyumen@ brunelcr.ru
1 North Bridge Road #06-02 High Street Centre Singapore 179094 T+6 5 6513 0538 F+6 5 6336 4154 [email protected]
70 Shenton Way # 12-02 Marina House Singapore 079118 T +65 6532 2480 F +65 6532 2536 [email protected]
37A Neil Road Singapore 088828 T+6 5 6534 1352 F+6 5 6532 0718 [email protected]
Calle Arturo Soria, 263-B Madrid 28033 T+3 4 10 266 6444 F+3 4 10 266 6401 [email protected]
Unit 222B 22nd floor SCB Park Plaza West 18 Ratchadapisek Road, Chatuchak 10900 Bangkok T +66 2 937 8005 F +66 2 937 8004 [email protected]
4/25-26 Moo 10 Sukhumvit Road Tungsukhla Sriracha 20230 Chonburi T+6 6 38 401 5913 F+6 6 38 401 594 [email protected]
Epic House 28-32 Cadogan Street Glasgow G2 7LP T+4 4 141 302 3000 F+4 4 141 302 3001 [email protected] ^ r
22 Buckingham Gate London SWI E 6LB T+4 4 207 931 7900 F+4 4 207 931 8345 [email protected]
Of America 5333 Westheimer, Suite 840 Houston 77056 Texas T + 1 713 333 1024 F +1 713 333 1031 [email protected]
| Design | G2K |
|---|---|
| Amsterdam, The Netheriands | |
| Photography | Arjan de Vries |
| Amsterdam, The Netheriands | |
| Printing | Aeroprint |
| Ouderkerk a/d Amstel, The Netheriands |
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