AI assistant
PION Group — Annual Report 2017
Apr 23, 2018
3188_10-k_2018-04-23_096508c8-c59a-444d-adf9-4e5be21ae97f.pdf
Annual Report
Open in viewerOpens in your device viewer
ANNUAL REPORT 2017
NEED HELP? CALL POOLIA
Notice of the Annual General Meeting
The shareholders of Poolia AB (publ) are hereby given notice of the Annual General Meeting to be held on Wednesday 25 April 2018 at 4 p.m. at the Company's offices in Stockholm at Kungsgatan 57A, 4th floor.
Registration
Shareholders wishing to attend the AGM must be entered in the share register held by Euroclear Sweden AB as at Thursday 19 April 2018, and must have notified Poolia of their intention to attend by Thursday 19 April 2018.
Shareholders may notify the Company of their intention to attend by contacting: Poolia AB Attn: Viveca Krüger Box 207 SE-101 24 Stockholm
Notification may also be made by telephone: 08-555 54 007 e-mail: [email protected]
The notification must include the name, telephone number, personal identity number or company registration number and the number of advisors. Shareholders with nominee-registered shares who wish to attend the Annual General Meeting must have their shareholding registered in their own name so that their shares are registered well before 19 April 2018.
Dividend
The Board proposes that the Annual General Meeting adopt a dividend of SEK 0.6 per share, to a total value of SEK 10,273,198.
CONTENTS
| Poolia in brief | 3 |
|---|---|
| From the CEO | 5 |
| Poolia's values and operations | 7 |
| Sustainable business | 10 |
| Auditor's review of the sustainability report | 14 |
| Markets | 15 |
| The Poolia share | 17 |
| Five-year summary | 19 |
| Directors' Report | 20 |
| Corporate Governance Report | 26 |
| Group Management | 32 |
| Board of Directors | 33 |
| Swedish Management Team | 34 |
| Consolidated Financial Statements | 35 |
| Financial Statements, Parent | 39 |
| Notes | 43 |
| Declaration by the Board | 58 |
| Audit Report | 59 |
| Definitions | 63 |
| Addresses | 64 |
Financial calendar
Interim report Jan–Mar 25 April 2018 Interim report Jan–Jun 27 July 2018 Interim report Jan–Sep 25 October 2018 Year-end report 2018 15 February 2019
ISIN code: SE0000567539 NASDAQ OMX ticker: POOL B
Photos: Christian Gustavsson, Jeanette Hägglund, Martin Wärn
POOLIA IN BRIEF
Poolia's history
1989
Björn Örås founds Ekonompoolen (Pool of Accountants) in Stockholm. A new act on the deregulation of temporary staffing comes into force in Sweden in 1992.
1993
Teknikerpoolen (Pool of Engineers) is founded. Deregulation of the permanent placement market.
1997
The Company adopts a new strategy to become a full-service supplier in the staffing industry and is renamed Poolia. A new business area, Poolia Kontor, is established with the acquisition of Kontorsvikarien.
1999
2004
Stock Exchange.
Poolia is launched on the Stock Exchange and becomes the first company in Sweden with a Legal business area.
Acquisition of UK company Parker Bridge, with operations in London and Edinburgh. Uniflex is distributed to shareholders and listed on the
2000
Poolia become Sweden's second fastest-growing company and third largest staffing company. Operations start in Denmark and Finland.
Poolia Healthcare and Poolia Doctor are separated from Poolia and placed in a separate company, Dedicare. Poolia continues as the
2001
Acquisition of Competence Sköterskejouren, leading to the start of Poolia Healthcare. Operations start in Germany with the acquisition of A&Z.
Poolia reports growth and prepares to gain market shares. Acquisition of
2002
Poolia adopts a new strategy and reverts to a business that specialises purely in qualified professionals. Other activities, primarily Warehouse & Industry, are moved to the new company Uniflex, which is completely separate, but owned by Poolia.
2011
Dedicare is distributed to shareholders and listed on the Stock Exchange. Poolia starts up new business areas, Poolia Executive Search and Talent Eye, and establishes a presence in Umeå and Sundsvall.
2013
Poolia's strategy is focused on the core business of temporary staffing and permanent placement of professionals. All other activities are discontinued. Focus on sales and employee development.
2014
owner.
2007
The year is marked by restructuring and adaptation of the business with a focus on sales and marketing.
2015
2010
Utvecklingshuset.
The focus on profitability improvements, strategic and organisational development and sales begins to produce results. Acquisition of Joblink with operations in Malmö.
2016
The operating margin is close to the Company's long-term target.
2017
Poolia Sweden and Poolia Finland show a considerable improvement in profitability. Poolia Germany continues to show good growth.
SHARE OF REVENUE BY SEGMENT 2017 REVENUE, SEK MILLIONS
Germany 25.6%
- Finland 5.1%
- Sweden 69.3%
EQUITY/ASSETS RATIO AVERAGE NUMBER OF EMPLOYEES
OPERATING PROFIT/LOSS, SEK MILLIONS
EARNINGS PER SHARE, SEK
Relates only to continuing operations.
PERCENTAGE OF EMPLOYEES BY COUNTRY 2017, AVERAGE
- Sweden 61.0%
- Finland 7.3%
- Germany 31.7%
GENDER DISTRIBUTION 2017
- Women 63%
- Men 37%
FROM THE CEO
In summarising 2017, we can see that the Group's total revenue and earnings stagnated in 2017. It was positive to see Poolia Sweden increasing its operating profit by 57% compared with 2016, Poolia Germany continuing its growth journey and Poolia Finland reversing the negative earnings trend. In the strong economy, there continued to be a great deal of interest in our services. However, tougher competition meant that revenue declined from SEK 785 to SEK 772 million (-1.7%) and operating profit from SEK 23.0 million to SEK 22.2 million (-3.8%). The operating margin was unchanged at 2.9%. We are not satisfied with this development.
Continuing strong market but tougher competition
2017 was another year of good demand for both temporary staffing and permanent placement services, with the large cities being the main growth areas. Stockholm accounts for more than 40% of the industry's revenue, western Sweden for 25%, central and southern Sweden for 15% each and the northern region for 5%. The metropolitan areas are also dominant in Germany and Finland .
Growth in different occupational categories varied significantly. Demand increased most in the blue-collar segment, by just over 16%. The main reason was the strong industrial economy, which increased employment in the engineering, industrial, warehousing and transport sectors. The entire white-collar segment grew by 10%, while the occupational categories in which Poolia is active, mainly the white-collar sector, showed slower growth (6%). Growth tailed off in the last quarter of 2017. Poolia's market share in Sweden was unchanged at 5%, Poolia Germany's share was just under 1% and Poolia Finland's was 1%.
Unemployment in the occupational and geographical areas in which Poolia operates is at historically low levels. This resulted in a further shortage of candidates in both temporary staffing and permanent placement in 2017.
At the same time, we see increasing competition. In addition to the large number of staffing agencies in the market, there are many consultant brokering companies which in turn engage smaller, independent consulting firms for assignments. These brokering companies are growing rapidly and taking market shares from traditional staffing agencies. The strong economy also means that our clients are increasingly wanting to employ staff. Consequently, our resource temps are tending to be offered employment with the client company after serving as a temp, which means that their period of employment with Poolia is becoming shorter.
Overall, competition has therefore intensified, despite increasing demand in both the temporary staffing and permanent placement business. This is slowing our growth. We therefore need to find many more new assignments and temps than previously.
Poolia 2017 – the year's events and developments
Revenue for Poolia Sweden and Poolia Finland declined in 2017, while Poolia Germany continued to grow. However, towards the end of the year, we saw some growth in Sweden and particularly in Finland. Finland was affected by the country's better economic situation, where they finally appear to be out of the "permafrost" that has gripped the economy for a long time. Unfortunately, Germany showed a negative revenue trend towards the end of the year.
Even though our three-year restructuring programme in Sweden was formally completed in the first half of the year, we continued to invest significant time and resources in developing the business.
We invested in a brand new website where we use the latest technology to obtain maximum accessibility through digital channels and search engines. The website is based on analyses of changed application behaviour and is designed so that candidates can search for new jobs or assignments with just a few keystrokes. The website was one of the reasons why Poolia Sweden was named Newcomer of the Year in the 2017 Employer Branding awards. We doubled the number of followers on Facebook and have the industry's highest LinkedIn index. We have also invested in AI (artificial intelligence) in order to find more candidates with relevant profiles faster and more efficiently.
We conducted a comprehensive project to make the Poolia brand more modern and attractive. The aim is to recapture our previous market position, particularly by attracting the younger target group that is moving in the labour market today.
More focus on employees and working methods
Our internal development of Poolia continued with improved salary models and a benefits portal for all employees, while many employees received training in business skills and social selling. We introduced simplified processes to reduce the lead time for appointments and developed a new operating model, which will be introduced in 2018, for increasing efficiency in the temporary staffing business. We have invested, and continue
to invest, substantial resources in adapting Poolia to GDPR and will be ready well before the regulation comes into force on 25 May 2018. We have also obtained ISO quality and environmental certification according to the latest standard (2015).
Surveys show that 95% of employees are conversant with our goals and strategies and that they continue to have strong confidence in management. Our Client Satisfaction Index surveys continue to show that our clients are very satisfied with Poolia. I see this as confirmation that we are doing the right things and developing the Company to respond to constant new challenges and changes in the market.
Those of us who work at Poolia have a lot to be proud and grateful about. We have the privilege of working in one of the most important areas of people's lives – their livelihood and professional development. Everyone who has the good fortune to lead people knows that the hardest thing we do is finding the right person for the right position. And more than 3,000 times every year, we help ambitious managers to do just that. At the same time, we help talented, hard-working individuals to find a job in which they feel happy and can develop.
This difficult matching is an area in which Poolia excels. Our services enable us to contribute to faster and better development of the economies in Sweden, Finland and Germany – with a strong belief in the future and our own ability to improve it.
Stockholm, 4 April 2018
Morten Werner Managing Director & CEO
POOLIA'S VALUES AND OPERATIONS
Poolia's business concept is to help companies and organisations with recruiting and staffing of qualified personnel within the white-collar sector. Personnel that contribute to our clients' success.
We have been following the labour market for a long time and are well aware of the present and future challenges facing our clients. The outside world is changing constantly, and in 2017 we focused on developing and digitalising our processes, offering and benefits – in line with the restrictions and changed behaviour under the GDPR.
Our vision
Poolia is a temporary staffing and permanent placement company. But we prefer to see ourselves as experts in finding and matching skills. Because it is always people who make a difference. It is individuals who create results. Having the right individuals in the right place builds successful companies. We have summarised this in our vision:
The right individual. In the right place. Always.
Values
Poolia's values form the basis of the Company's business operations and are ingrained in everything we do. We want our values to get our employees to grow and feel satisfaction in their work.
- I am important
- I try the untried
- I always do my best
- I put business first
- I take responsibility
- I am here with heart and soul
- We are the good company
We want to express our credibility through our values – not just in our cooperation with our clients, but also in our contacts with candidates, shareholders and other stakeholders. To achieve this, we must be able to attract the best employees, which is why it is our aim to be the best employer in the business. Poolia's clearly defined, relevant values are a strength and are essential to the achievement of our goals.
Learning organisation
Poolia works constantly to be a learning organisation providing strategic expertise. This means we focus on sustainability and work in a long-term framework by having the right expertise in the right place at the right time in order to achieve our business objectives. Our managers are responsible for creating a good learning and skills development environment.
Good leadership
Leadership must be based on mutual trust and acceptance. Poolia's managers must have courage, equal values and promote diversity. They must also demonstrate decisive, effective leadership that inspires confidence, and be able to manage with the Company's goals and visions as their starting-point.
Poolia's leadership development is based on our leadership philosophy, which emphasises that we are a company that attracts highly-qualified, ambitious and business-oriented people with humanistic values. This requires Poolia's managers to have
- a focus on results
- courage in their leadership
- a coaching approach
- equal values
Our success factors
Greatest experience
For 30 years, Poolia has focused on one thing: providing qualified personnel in the white-collar service area. This demarcation is our strength and is what makes us probably the industry's most experienced permanent placement consultants. We have solid experience in a number of specialist areas. We understand companies and their business conditions. And we know what is required of the individual.
Poolia currently has one of the industry's strongest and most appreciated brands. Brand awareness is high and the associations are positive. This means that many candidates perceive us as interesting. It makes them want to search for jobs through us and they appreciate how we treat and deal with them. For example, TrustCruit, which measures the candidate experience, rates us at 4.6 out of 5. All in all, we have a well-visited website and an increasing inflow of candidates via poolia.se.
Poolia Quality
We stand by what we promise. Poolia is an authorised recruitment company and a dedicated employer with a high reputation in the employee satisfaction index. In Sweden alone, we conduct more than 1,400 permanent placements and 1,700 temporary staffing assignments every year. We offer our private and public sector clients proven and quality-assured processes and professional partnership in the area of staffing. In 2016, Poolia Sverige AB was awarded certification under the standards SS-EN ISO 9001:2015 and SS-EN ISO 14001:2015.
Those of us who work at Poolia always endeavour to do our best. We dare to try the untried and we have a desire to take responsibility – for our clients, for our candidates and for each other. People are what makes Poolia and they are our most important asset. We therefore want to do everything to ensure they are satisfied, to enable them to develop and to make them feel good. We must, purely and simply, be the best employer in the business.
Although we are very proud of our figures, we are not satisfied; we continuously evaluate all our processes so that we can continue to develop and become even better. The 2017 results are shown below.
Unique selection philosophy
The candidate's CV is important, but is not the entire true picture. We know that context is crucial to how well a person performs. This is why we conduct detailed tests and interviews with all candidates. We identify drivers and ambitions. We find the personality that best matches the conditions. Only when the overall picture is complete do we recommend not only a suitable individual. We recommend the right individual.
Modern tools
An ever-increasing presence on the internet and social media such as Facebook and LinkedIn has changed the ground rules. Identifying qualified candidates, active and passive, today requires an understanding of online behaviour, an ability to create attractive job adverts and the right tools to communicate in the digital channels. Poolia offers both advice and advanced digital services for advertising in relevant channels for a specific need. In all advertising, we ensure that the client's brand is served in the best way.
Our business
Poolia offers high expertise in the core areas of permanent placement and temporary staffing throughout Sweden – from Malmö in the south to Umeå in the north.
Temporary staffing
Temporary staffing is one of Poolia's core business activities, serving clients in need of qualified professionals. Poolia has 29 years' experience of placing qualified professionals in temporary positions at all levels – from office assistants to specialists and managers. We help companies of all sizes to quickly and effectively cover temporary peaks in production, scheduled leave, sick leave and other situations where extra resources are needed. We quickly and efficiently find the right candidate for each assignment, whether the client is seeking a particular skill, wants to fill an interim assignment or needs to staff an entire department.
Permanent placement
Permanent placement is our other core business activity. Our methods have been developed and improved during the 29 years we have worked in this area and we have created quality-assured processes that are suited to companies of all sizes in the private and public sectors. The fact that we get specialists in an occupational segment to recruit within that segment means we can always quickly and accurately match the right candidate to each job.
Interim management
Here at Poolia, we have almost 30 years' experience in appointing specialists. During these years, we have seen that some interim assignments are more common than others. The interim management consultant appointed for the assignment always has the right training, experience and skills to perform the job. The most common roles we offer include Manager, CFO, Consultant, CEO, HR Manager and Purchasing Manager.
Poolia Executive Search
Poolia Executive Search has a comprehensive network, both national and international, and more than 70 years of collective experience in Executive Search. This means that we can use our long experience to provide our clients with advice and knowledge that strengthens their business and gives precision in the appointment of new leaders and managers. With quality, commitment and hard work as their guiding principles, our permanent placement consultants have supported many clients in successfully filling managerial positions.
Poolia's specialist areas
The permanent placement and temporary staffing services are divided into several specialist areas:
Bank & Finance
Discretion, reliability and high performance are just some of qualities we demand from our temps in this area. We can offer you staff for all types of services – from assistants to specialists and managers. For example, we have candidates in the areas of treasury, back office, debt collection, advisory services, credit and insurance management. Together with your employees, we ensure that your company achieves its business goals on time.
Economics
All of us who work on recruitment in Economics are specialists with long experience in the staffing industry. Our specific experience gives us a deep understanding of your needs and the challenges you face. We have an extensive candidate base and a large network in the industry. Our clients range from large global listed companies to small local companies. In both the private and public sectors.
HR & Payroll
Personnel matters are an important strategic resource issue. Regardless of whether the matter concerns development or
payroll administration. With experience, commitment and proven selection processes, we can effectively find the right skills for your organisation. We are specialists in HR & Payroll specialists. At Poolia, specialists are always recruited by specialists. This is particularly true of HR & Payroll, which is our own specialist area.
Administration
We have a broad skills map and a large recruitment area. With our quality-assured solution, we help you with everything from assistants and administrators to PAs and project managers. Our success is based on our long experience in the area and our wide network of client and candidate contacts. We have a very good understanding of your different needs and can offer you the right person for the right assignment with excellent precision.
Engineering
We have solid experience in recruitment in engineering and industrial companies and have an engineering background ourselves. We understand your business, your challenges and help you find the right person. By combining people and technology, we help your company to find the skills you need.
Legal
At Poolia, we have extensive experience in skills supply in the Legal area. Everything from young potentials to qualified and highly experienced lawyers. Our partner network contains talented and dedicated candidates with experience in different legal areas such as company, property, labour and insurance law. We provide temps for interim assignments with experience in qualified legal advisory services, legal investigations, lawsuits, negotiations and contract management. Our temps are used to working closely with management and have extensive experience in legal affairs and the law.
Life Science
We have solid experience in recruitment in Life Science and have a research background ourselves. We provide managers and engineers in process and production, as well as laboratory engineers, project managers, chemists, microbiologists and quality assessors who can all contribute to developing your company.
IT
Without effective IT, work often comes to a standstill. It is therefore particularly important to be knowledgeable about the sector and to understand both the technology and the challenges that companies face. We specialise in finding and assessing IT skills that suit your particular company. We work on IT consulting throughout the IT area. Everything from hardware to software. And with positions that extend throughout the organisation. Both operational and strategic. We help you with your company's business-critical operations and recruitment of
the right IT consultants such as .NET developers, test managers, performance testers, Biztalk architects, virtualization specialists, IT project managers, BI architects and Hadoop developers.
Purchasing & Logistics
We have long experience in recruitment of managers and specialists in Purchasing & Logistics. We have a quality assured solution for providing you with experienced individuals with a successful track record in driving purchasing and logistics issues.
Sales & Marketing
Achieving success in today's competition requires a professional sales and marketing department. We are passionate about the industry and keep close track of trends and profiles. We specialise in quickly and smoothly finding the right sales and marketing individuals who are specialists in your particular sector. If you need to recruit a temp, we can help you here at Poolia. With our extensive experience of assignments at all levels, we can deliver a high level of service and quality in every assignment. We have high client satisfaction.
SUSTAINABLE BUSINESS
This is Poolia's first sustainability report and it applies to the 2017 financial year. The sustainability report has been prepared in accordance with the provisions of Chapters 6 and 7 of the Swedish Annual Accounts Act. The sustainability report covers the entire Poolia Group.
General information about Poolia
Poolia AB is part of the temporary staffing and permanent placement sector and the Group's companies are authorised by the trade associations in Sweden, Germany and Finland. We help companies and organisations with recruiting and staffing of qualified personnel within the white-collar sector. Our business is to provide staff, either for permanent employment or for a temporary period. This is our core business and has been since 1989.
The Poolia Group obviously follows all laws, ordinances and other requirements relating to our business in our countries of operation. To do so, we translate them into appropriate measures in all areas of the organisation. For Poolia Sweden, the company is certified under ISO 9001:2015 quality management system, ISO 14001:2015 environmental management system and STEMFS 2014:2 energy audit system. Our authorisations and certifications are important in ensuring the quality of what we deliver to our clients and constantly developing the business – with the goal of being the best employer.
Our marketing department is responsible for ensuring that marketing activities comply with our internal policies and current legislation. In accordance with Poolia's communications policy, we never market ourselves with images, messages or in contexts that include or allude to sex, alcohol, politics, gambling or drugs.
Poolia's business model
Poolia's business model is to provide clients with staff either for permanent employment (permanent placement) or for a temporary period (temporary staffing).
THE PERMANENT PLACEMENT PROCESS
The process starts with an order/request from the client. Poolia then provides a suitable candidate who the client can then appoint.
THE TEMPORARY STAFFING PROCESS
The process starts with an order/request from the client. Based on the client's needs, Poolia provides the required skills for as long as the client wishes. In temporary staffing, Poolia is the employer and, as such, has full employer responsibility and all that this involves, including salary interviews, work environment issues and more.
Common to both processes is that we follow up whether the recruitment was successful and deal with any comments or complaints from either the client or the candidate.
Materiality analysis
In the event of a major change in any part of Poolia's operations, we conduct a materiality analysis, based on Poolia's business model, of risks and opportunities, including an examination of environmental aspects. The management group is responsible for ensuring that risk and opportunity analyses are carried out annually for all parts of the organisation. The risk and opportunity analysis is conducted at management group level, with the consequences resulting in priority areas that are broken down into a project list and followed up at each management group meeting. The purpose of a risk and opportunity analysis is to identify different possible scenarios, both positive and negative, in good time and prepare the Company for changes. A proactive attitude results in a safer operation and can open up new business opportunities.
Highlighted risks can be dealt with as far as possible through risk reduction, while identified opportunities can be utilised. The annual business plan process analyses strengths, weaknesses, threats and opportunities which are linked to the risk analysis. Examples include risks and opportunities associated with significant environmental aspects, client requirements for our services, legal and regulatory requirements (such as GDPR), potential emergencies in any area and other necessary projects identified.
Every year, all our business areas, staff functions and local offices are audited by our internal auditors. These audits analyse Poolia's compliance with its processes, routines and guidelines. We also follow up the previous year's deviations and what measures we have taken to ensure that we avoid deviations.
We have identified the following priority focus areas that are important to the success of our business model and its contribution to sustainable development and future profitability.
- Client satisfaction.
- Temp and employee satisfaction.
- Sustainable and certified environmental work.
Client satisfaction
Having satisfied customers is a cornerstone of long-term sustainable success. This is particularly true of the staffing industry, where clients have particularly high expectations of us as suppliers. Poolia always strives for the highest client satisfaction, which is one of Poolia's key quality objectives. We measure client satisfaction with regular client surveys, which we carefully follow up in order to improve further.
Client offering
For 30 years, Poolia has focused on one thing: providing qualified personnel within the white-collar service area. This demarcation is our strength and has given us solid experience in a number of specialist areas. We understand companies and their business conditions and know what is required of our candidates. With a quality-assured process, a modern website for candidates, leading digital tools and a unique selection philosophy, we deliver what we promise – top quality appointments.
Client surveys
During our many years of work in permanent placement and temporary staffing, we have created quality-assured processes that help us to consistently deliver superior quality to our clients. We continuously assess our resource temps and our undertakings, both during and after the assignment, to ensure that we meet our clients' requirements and preferences at all times. In 2017, we exceeded our target again, which was to achieve a client satisfaction index of 4.2 out of 5.
Temp and employee satisfaction
Satisfied employees are a prerequisite for a successful company. There is no doubt about this, and it is borne out in study after study. And it is even clearer in a service company, where employees' energy and satisfaction correlate directly with satisfied clients and profitability.
The present labour market has significantly more movement than previously, partly because of a greater focus on individual development. Employment periods are getting shorter, as employees focus more on personal development with faster skills and career development, and different jobs. Whereas people used to be considered disloyal job hoppers after several short periods of employment, the current trend is for people to move between different jobs at shorter intervals. This, in combination with the fact that people in today's labour market have higher expectations for their employment in terms of development and work environment, means that companies have to make even more efforts to attract and retain the right skills.
Another trend that affects companies in the current labour market is the ability and willingness of employees to share their experiences in digital social networks. This in turn means that the employer's brand is increasingly being created in social channels and by employees themselves. This happens whether or not the company engages in its own marketing in social media. However, there is an increasing focus on ensuring that the marketing actually harmonises with the reality inside the company.
To be an attractive employer, Poolia prioritises leadership and employee engagement in the relationships that are created between people at the workplace. Regular employee surveys are therefore conducted, partly to obtain an overall analysis of development opportunities and partly to enable Poolia's different departments to analyse challenges and create their own action plans.
Our vision is: The right individual. In the right place. Always. This applies to our clients, but of course also to our temps and employees. We devote considerable resources to ensuring that our temps and employees are satisfied, by measures such as personal development plans, frequent temp contacts with consultants, creating affiliation with employers and clients, training and health promotion. Through Poolia's employee satisfaction survey VOICE, we conduct annual measurements of temp satisfaction – one of our most important tools for business development. We also measure the satisfaction of our internal staff. The surveys provide a temperature measurement of what temps and employees think about Poolia as an employer and company, and form the basis for action plans which are monitored by senior management.
Sustainable and certified environmental work
"We are the good company" is one of our values. As a natural step to ensure this, Poolia has held environmental certification under ISO 14001 since 2012. Our environmental policy describes and establishes a common view regarding environmental impacts and the management of environmental issues within the Company. The policy highlights the importance of having an environmental approach in everything we do. While it is Poolia's goal to cooperate exclusively with suppliers who actively pursue their own environmental and sustainability work, this is now also a requirement from our clients in most cases.
Significant sustainability-related risks and risk management
Relevant identified sustainability-related risks and risk management in the operations are described below.
Environment
We do not engage in operations with environmental impacts in our capacity as a service company. However, being the good company is a cornerstone of Poolia's values, which means that environmental and sustainability issues, both external and internal, are part of our everyday life.
Poolia Sweden has been certified under ISO 14001 environmental management system since 2012. Poolia chooses to rent premises that are centrally located to avoid travel and minimise environmental impacts. Poolia Sweden's energy audit did not reveal any significant energy use. In 2018, we obtained certification under the STEMFS 2014:2 energy audit system.
Poolia conducts a number of environmental measures. The following are some examples: We have a green lease agreement (learn more under External involvement below). We use bicycles for client visits wherever possible. We only hire car rental companies that offer eco-friendly cars. We hold video meetings instead of travelling. We trade ecologically as far as possible.
We constantly try to reduce our energy consumption by avoiding unnecessary printing, switching off lights and powering off our computers.
We send used mobile phones for recycling and donate the money to charity. Since 2012, it has been Poolia Sweden's goal for 80% of its engaged suppliers that are important to the business to pursue active environmental work. Examples of suppliers that are important to the business are suppliers that are regularly engaged and involve a significant cost to Poolia, such as landlords, power producers and suppliers of furniture and office materials. We have achieved 78%.
Every year, we conduct an environmental review in which we define the environmental aspects to focus on in the following year, while looking at the outcomes for the previous year's environmental goals. The environmental review is also the basis for defining the following year's environmental goals. Examples of environmental aspects on which Poolia focuses include energy consumption, business travel, ecological purchasing and material use.
Social conditions, personnel and human rights
Poolia's fundamental values are based on the ethos of equal value for all people and fair conditions for different individuals and groups. Attracting the best temps and employees and retaining them is a prerequisite for a profitable and successful business. Poolia's main risk factor is that our employees do not enjoy working with us.
A long-term strategy for healthy employees is important to developing Poolia's business. We therefore work to identify and minimise the number of ill-health factors in order to create a healthy working climate for everyone. All employees are offered fitness subsidies. In 2017, we also began to work with Benefits, a platform that enables our employees to access a wide range of health and well-being services and offerings.
As an employee of Poolia, no-one should feel violated, discriminated against or uncomfortable due to their gender or sexual orientation. To achieve this, Poolia has adopted ethical rules that everyone is required to follow, which include policies for gender equality, diversity and zero tolerance for sexual harassment, alcohol and drugs, integrity, the environment and the working environment.
Among our most important tools for developing the business and evaluating ourselves are our employee surveys, which continuously measure the satisfaction of our employees and temps. Poolia also has a special web-based system for registration of rehabilitation, which is carried out in accordance with a clear rehabilitation process.
For Poolia, social responsibility is about minimising the negative impact the Company may have on people and the environment. We do this by respecting all people and their human rights, and also, of course, by complying with labour law principles, environmental standards etc.
We review our compliance with our policies in several ways, both internally and externally. Most of Poolia's policies are embedded in the HR processes that are monitored through internal and external audits every year. Compliance with policies is also examined in connection with candidate and employee surveys. As Poolia is an authorised staffing company, compliance is also reviewed by a joint authorisation board.
Poolia's seven values are about employees feeling important and enjoying their work in order to be willing and able to do their best for the client. For Poolia to be the good company, we must respect the rules and boundaries defined by society. The seven values are described in more detail under 'Poolia's values and operations' above.
Bribery and corruption
We have zero tolerance for bribery and corruption. The risk of bribery and corruption is considered minimal as we have ongoing checks on work-related expenditure. This is also approved by the line manager and Poolia's payroll department. We also have clear guidelines on what is authorised business entertainment with regard to our clients.
External involvement for social sustainability
'We are the good company' is a cornerstone of Poolia's values. This means that working internally and externally on sustainability issues is a natural part of our daily life. An example of internal sustainability is that Poolia was the first company in Sweden to sign the green lease agreement. The green lease agreement is the property industry's first common standard template for reduced environmental impacts. In terms of external sustainability, we are involved in and support several projects both centrally from Poolia and locally through Poolia's offices around the country. Below are some examples of this involvement.
Cooperation with the Quick route
TThe Quick route gives foreign-born graduates with a university degree or at least three years of academic studies in their home country an education that significantly increases their chances of gaining employment in their profession. The Quick route training programme is arranged by Stockholm University. Poolia has been working with Quick route for several years and has organised seminars offering tips and advice on entry into the Swedish labour market and interview training. We have also arranged internships with our clients and in some cases permanent placements for participants.
Contributions to SOS Children's Villages
Poolia supports SOS Children's Villages, which works to uphold every child's right to a home. SOS Children's Villages gives a new home to children who have lost everything and support to vulnerable children and families who are at risk of breaking up.
Contributions to Doctors Without Borders
Poolia is a "corporate friend" of Doctors Without Borders (MSF), a medical humanitarian organisation that saves lives and relieves distress where the need is greatest. It assists people affected by crises, wars and natural disasters, regardless of political views, religion or ethnicity.
Gold sponsor of Junior Achievement Sweden
By being a gold sponsor, Poolia contributes financial resources and personal commitment to Junior Achievement Sweden (Ung Företagsamhet). This is a non-political, non-profit educational organisation that trains junior and secondary students in entrepreneurship, thereby giving them the opportunity to practise and develop their creativity and business enterprise.
Young Leading Woman of the Year
The Young Leading Woman of the Year award aims to increase gender equality among leaders in Jönköping County by highlighting role models. The initiator of the project is Ridsportalliansen Jönköping and Poolia provides support for the initiative. Any surplus from the project goes to Ridsportalliansen's work to inspire and provide tools for young leaders. This year, the project has provided leadership training for 20 young people.
Digital Leader of the Year – Poolia's own award at the Jönköping Gala
Change processes present both challenges and opportunities. In particular, they require good leadership. Digitalisation is a change that affects all industries. Here at Poolia, we have therefore established a prize which is awarded at the Jönköping Gala. The prize recognises and pays tribute to managers who have succeeded in their digital change journey. It is awarded to a manager and leader working in Jönköping County who has completed a digital change journey in his or her business during the year.
Good Malmö and Boost by FC Rosengård
Boost by FC Rosengård is a labour market project in the Malmö region funded by the European Social Fund. The project aims to equip young people for the future. Poolia Sweden's cooperation with the project includes attending its candidate fairs and meeting interesting candidates. We have made 1-2 appointments per year under the cooperation, mainly in large IT companies in the Malmö region.
Commitment Skåne
For several years, we have been a partner of Commitment Skåne, which aims to identify newly arrived graduates with different technical skills. Our commitment has consisted of participation in various network meetings at which we and other major companies in the region have discussed how to get these people into placements and jobs. The group has had excellent results with good outcomes. We have contributed with labour market expertise.
Redeem, Save the Children Sweden and the Swedish Childhood Cancer Foundation
We cooperate with Redeem, a leading global service provider in the resale of mobile phones and other electronic devices. When we change our mobile phones, Redeem sells them and we donate the profit to Save the Children Sweden and the Swedish Childhood Cancer Fund.
AUDITOR'S REVIEW OF THE SUSTAINABILITY REPORT
TO THE ANNUAL GENERAL MEETING OF POOLIA AB (PUBL) CORPORATE IDENTITY NUMBER 556447-9912
Auditors' opinion regarding the statutory sustainability report
Engagement and responsibility
The Board is responsible for the Corporate Governance Report for the financial year 2017 on pages 10-13, and for ensuring that it is prepared in accordance with the Annual Accounts Act.
Focus and scope of the review
Our examination has been conducted in accordance with FAR's auditing standard RevR 12 The auditor´s opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is substantially different and less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.
Opinion
A statutory sustainability report has been prepared.
Stockholm, 4 April 2018
Deloitte AB
Daniel de Paula Authorised Public Accountant
MARKETS
Poolia focuses on the white-collar service area and currently has a presence in Sweden, Germany and Finland.
Morten Werner Managing Director of Poolia Sweden
Poolia Sweden
In 2017, revenue for the Swedish staffing market was approx. SEK 35.3 billion1). Revenue for the occupational areas in which Poolia operates amounted to SEK 10.7 billion, an increase of 6%. This part of the industry is growing more slowly than most other parts. Poolia's market share was 5% at the end of the year. Poolia Sweden's revenue amounted to SEK 534.7 million, a decline of 3.3%. Operating profit
was SEK 8.0 million and the operating margin for the full year was 1.5%. Poolia's Swedish operations accounted for 69.3% of the Group's revenue.
Temporary staffing accounted for 86% of revenue, while permanent placement accounted for 14%. The permanent placement business is performing well. The average share for permanent placement in the industry is about 8%. Growth in the temporary staffing business is still unsatisfactory. In an economic boom, employers prefer to employ staff, often by engaging the employees on a temporary basis first. This means a very high throughput of temps, which hinders our growth. 1) The most recent statistics available for the Swedish staffing market's turnover from the trade association Swedish Staffing Agencies.
SWEDEN: REVENUE AND OPERATING MARGIN
Tobias Rebenich Managing Director of Poolia Germany
Poolia Germany
The labour market in Germany is a challenge for our industry. Unemployment within Poolia's occupational categories is close to zero, leading to similar behaviour patterns among employers and candidates as in Sweden. Poolia Germany's revenue amounted to SEK 197.6 million, an increase of 3.9% compared with the previous year. Operating profit amounted to
SEK 12.9 million, with an operating margin of 6.5%, which was lower than in 2016. The business accounted for 25.6% of Poolia's revenue. Temporary staffing accounted for 89% of revenue, while permanent placement accounted for 11%. Despite lower growth than in the previous year, Poolia Germany continued to develop well in 2017.
GERMANY: REVENUE AND OPERATING MARGIN
Jose Majanen Managing Director of Poolia Finland
Poolia Finland
Poolia Finland's revenue amounted to SEK 39.2 million, which is a decline of 6.4% compared with the previous year. Operating profit was SEK 1.3 million and the operating margin was 3.3%. The business accounts for 5.1% of Poolia's revenue. Temporary staffing accounted for 91% of revenue, while permanent placement accounted for 9%.
The long recession which held the Finnish economy in a tight grip for
many years appears to be over. Finland's GDP grew by just over 3% in 2017. Poolia Finland experienced an increase in demand, particularly for permanent placement services, in the fourth quarter. A process to increase staffing at our office was initiated at the end of the year.
FINLAND: REVENUE AND OPERATING MARGIN
THE POOLIA SHARE
Poolia's shares were admitted to trading on the Stockholm Stock Exchange on 23 June 1999. Share capital on 31 December 2017 was SEK 3,424,399 divided into 17,121,996 shares (4,023,815 class A shares and 13,098,181 class B shares), with a par value of SEK 0.20. All shares carry equal rights to a share of the Company's assets and profits. Class A shares carry entitlement to one vote and class B shares to 1/5 vote.
Share price movement
The share price was SEK 15.80 at the beginning of the year and SEK 16.00 on 31 December 2017. The highest listing for the Poolia share during the year was SEK 18.50, while the lowest was SEK 13.55.
Stock exchange trading
Poolia's shares are listed on NASDAQ OMX Stockholm AB under the ticker POOL B. A round lot consists of 1 share and the par value is SEK 0.20.
Dividend policy
The Board of Directors' long-term dividend policy is that the annual dividend shall normally exceed 50% of the Group's profit after tax.
THE 10 LARGEST SWEDISH SHAREHOLDERS AT 31 DECEMBER 2017
| Name | A shares | B shares Holding % | Votes % | |
|---|---|---|---|---|
| Örås, Björn | 4,023,815 3,251,445 | 42.49 | 70.36 | |
| AB Traction | 1,407,000 | 8.22 | 4.24 | |
| Palmstierna, Fredrik | 876,978 | 5.12 | 2.64 | |
| Wilkne, Thord | 600,000 | 3.50 | 1.81 | |
| Kungl. Konstakademien | 500,000 | 2.92 | 1.51 | |
| Örås, Sara | 273,000 | 1.59 | 0.82 | |
| Försäkringaktiebolaget, Avanza Pension |
263,706 | 1.54 | 0.79 | |
| Pizzignacco, Jenny | 261,140 | 1.53 | 0.79 | |
| Lindell, Peter | 260,513 | 1.52 | 0.78 | |
| Örås, Caroline | 250,000 | 1.46 | 0.75 | |
| Total | 4,023,815 7,943,782 | 69.89 | 84.49 |
SHAREHOLDINGS AT 31 DECEMBER 2017
| No. of shares | No. of shareholders Holding % | Votes % | |
|---|---|---|---|
| 1-1,000 | 1,893 | 2.71 | 1.40 |
| 1,001-5,000 | 235 | 3.22 | 1.66 |
| 5,001-50,000 | 61 | 4.62 | 2.38 |
| 50,001- | 26 | 89.46 | 94.57 |
| Total | 2,215 | 100.00 | 100.00 |
THE 10 LARGEST FOREIGN SHAREHOLDERS AT 31 DECEMBER 2017
| Name | A shares | B shares Holding % | Votes % | |
|---|---|---|---|---|
| UBS Switzerland AB / Clients Account, Switzerland |
851,800 | 4.97 | 2.56 | |
| Placeringsfond Småbolags fond, Norden, Finland |
529,222 | 3.09 | 1.59 | |
| JPMC:ESCROW Swiss Resident Account, Switzerland |
340,148 | 1.99 | 1.02 | |
| SEB Life International, Ireland |
95,000 | 0.55 | 0.28 | |
| Six Sis Ag, W8imy, Switzerland |
33,508 | 0.19 | 0.10 | |
| Cbldn-Pohjola Bank PLC Client A/C, UK |
21,065 | 0.12 | 0.06 | |
| Åsberg Montgomery, Wilhelm, USA |
20,000 | 0.12 | 0.06 | |
| Nordea 1 Sicav, Luxembourg |
13,176 | 0.08 | 0.04 | |
| KAS BANK Client Acc Winterflood/Keytrade, Netherlands |
10,565 | 0.06 | 0.03 | |
| Client Long, Switzerland | 8,000 | 0.05 | 0.02 | |
| Total | 1,922,484 | 11.22 | 5.78 |
PER-SHARE DATA
| 2017 | 2016 | 2015 | 2014 | 2013 | |
|---|---|---|---|---|---|
| Number of shares, average | 17,121,996 | 17,121,996 | 17,121,996 | 17,121,996 | 17,121,996 |
| Number of shares, outstanding | 17,121,996 | 17,121,996 | 17,121,996 | 17,121,996 | 17,121,996 |
| Earnings per share, SEK | 0.77 | 0.68 | 0.89 | 0.00 | -1.16 |
| Equity per share, SEK | 5.16 | 4.76 | 4.41 | 3.96 | 3.52 |
| Dividend per share, SEK 1) | 0.60 | 0.60 | 0.50 | 0.00 | 0.00 |
| Share price 31 Dec, SEK | 16.00 | 15.60 | 12.40 | 11.10 | 11.35 |
| P/E ratio | 20.8 | 22.9 | 13.9 | 0.0 | neg |
1) According to the Board's proposal.
OWNERSHIP CATEGORIES
- Swedish private individuals 70.0%
- Public sector 2.9%
- Representative organisations 0.8%
- Foreign shareholders 11.5%
- Other 2.0%
- Financial companies 4.6%
- Other financial companies 8.2%
SHARE CAPITAL DEVELOPMENT (ISSUED SHARES)
| Year | Event | Change in share capital |
Total share capital |
Change in number of shares |
Total number of shares |
|---|---|---|---|---|---|
| 1997 | Bonus issue | 50,000 | 100,000 | 500 | 1,000 |
| 1999 | Split | – | 100,000 | 4,999,000 | 5,000,000 |
| 1999 | New issue | 7,301.76 | 107,301.76 | 365,088 | 5,365,088 |
| 1999 | Bonus issue | 965,715.84 | 1,073,017.60 | – | 5,365,088 |
| 1999 | New issue | 266,660.20 | 1,339,677.80 | 1,333,300 | 6,698,388 |
| 2000 | New issue | 193,599.80 | 1,533,277.60 | 968,000 | 7,666,388 |
| 2001 | Bonus issue | 3,066,555.20 | 4,599,832.80 | 15,332,776 | 22,999,164 |
| 2003 | Share redemption | -913,148.80 | 3,686,684.00 | -4,565,744 | 18,433,420 |
| 2004 | Reduction | -184,401.90 | 3,502,282.10 | - | 18,433,420 |
| 2004 | New issue | 1,354.00 | 3,503,636.10 | 6,770 | 18,440,190 |
| 2004 | Bonus issue | 184,401.90 | 3,688,038.00 | – | 18,440,190 |
| 2005 | New issue | 956 | 3,688,994.00 | 4,780 | 18,444,970 |
| 2006 | New issue | 4,307.20 | 3,693,301.20 | 21,536 | 18,466,506 |
| 2009 | Share redemption | -268,902.20 | 3,424,399.00 | -1,344,510 | 17,121,996 |
FIVE-YEAR SUMMARY
The tables below present condensed financial information for the financial years 2013-2017. Income statements and certain key ratios for 2013-2015 have been restated to reflect the discontinued operations in the UK and Utvecklingshuset.
| AMOUNTS IN SEK MILLIONS | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| CONDENSED INCOME STATEMENT | |||||
| Operating income | 771.5 | 784.7 | 757.1 | 700.6 | 729.1 |
| Operating expenses | -688.8 | -696.8 | -680.0 | -691.7 | -722.8 |
| EBITDA | 24.8 | 26.7 | 18.9 | 8.9 | 6.3 |
| Depreciation and amortisation of assets | -2.6 | -3.7 | -2.9 | -3.3 | -3.9 |
| Impairment of assets | – | – | – | – | – |
| Operating profit | 22.2 | 23.0 | 16.0 | 5.6 | 2.4 |
| Financial items | -1.7 | -2.5 | 6.5 | -0.3 | -0.1 |
| Profit/loss before tax | 20.5 | 20.5 | 22.5 | 5.3 | 2.3 |
| Taxes | -7.8 | -6.8 | -6.5 | -3.4 | 0.2 |
| Profit for the year from continuing operations | 12.7 | 13.7 | 16.0 | 1.8 | 2.5 |
| Profit after tax for discontinued operations | 0.5 | -2.0 | -0.7 | -1.7 | -22.4 |
| Profit/loss for the year | 13.1 | 11.7 | 15.3 | 0.1 | -19.9 |
| CONDENSED BALANCE SHEET | |||||
| ASSETS | |||||
| Goodwill | 18.8 | 18.7 | 18.5 | 12.4 | 12.2 |
| Other non-current assets | 6.9 | 5.1 | 7.3 | 5.7 | 7.6 |
| Deferred tax assets | 10.4 | 11.2 | 11.6 | 14.1 | 15.7 |
| Current receivables | 174.0 | 174.4 | 175.2 | 149.6 | 172.9 |
| Cash and cash equivalents | 42.8 | 36.6 | 20.2 | 19.0 | 12.7 |
| Total assets | 252.9 | 246.0 | 232.9 | 200.9 | 221.2 |
| EQUITY AND LIABILITIES | |||||
| Equity | 88.3 | 81.6 | 75.5 | 67.8 | 60.3 |
| Deferred tax liabilities | – | – | – | – | – |
| Liabilities to credit institutions | 20.4 | 14.2 | 1.9 | 5.5 | 20.4 |
| Other current liabilities | 144.2 | 150.2 | 155.5 | 127.6 | 140.4 |
| Total equity and liabilities | 252.9 | 246.0 | 232.9 | 200.9 | 221.2 |
| KEY FINANCIAL RATIOS | |||||
| Operating margin, % 1) | 2.9 | 2.9 | 2.1 | 0.8 | 0.3 |
| Profit margin, % 1) | 2.7 | 2.6 | 2.9 | 0.8 | 0.3 |
| Return on equity, % | 15.4 | 14.9 | 21.3 | 0.2 | -28.4 |
| Return on capital employed, % | 21.2 | 24.2 | 28.5 | 5.1 | -23.1 |
| Return on total assets, % | 8.7 | 8.8 | 9.9 | 1.8 | -8.0 |
| Equity/assets ratio, % | 34.9 | 33.2 | 32.4 | 33.8 | 27.3 |
| Risk-bearing capital, % | 34.9 | 33.2 | 32.4 | 33.8 | 27.3 |
| Number of FTEs, average 1) | 1,267 | 1,469 | 1,353 | 1,189 | 1,282 |
| Revenue per employee, SEK 000 1) | 609 | 534 | 560 | 589 | 569 |
| Earnings per share, SEK 1) | 0.74 | 0.80 | 0.93 | 0.11 | 0.15 |
1) Continuing operations.
Reconciliation of alternative performance measures
Definitions of key financial ratios can be found on page 63. In the annual report, Poolia presents certain alternative performance measures (APM) that are not defined under IFRS. Poolia has chosen to present the Company's alternative performance measures as a separate appendix, in accordance with the guidelines of the European Securities and Markets Authority (ESMA). The appendix is published on www.poolia.com.
DIRECTORS' REPORT
POOLIA AB (PUBL) CRN 556447-9912
The Board of Directors and the Managing Director of Poolia AB (publ), registered office Stockholm, Sweden, hereby present the Parent Company's annual accounts and the consolidated financial statements for the 2017 financial year. The following income statements, statements of comprehensive income, balance sheets, specifications of equity, cash flow statements and report of the accounting policies applied and notes represent Poolia's official financial statements. The Corporate Governance Report can be found on pages 26-31.
Business description
We help companies and organisations with staffing and recruiting of qualified personnel within the white-collar sector. Skills that contribute to our clients' success. Poolia focuses on temporary staffing and permanent placement in the following business areas: Bank & Finance, Economics, HR & Payroll, Administration, Engineering, Legal, Life Science, IT, Purchasing & Logistics and Sales & Marketing. Poolia conducted operations in Sweden, Finland and Germany during the year. The UK operations were divested on 28 February 2014 and are not included in the Group's revenue, earnings and financial ratios.
Poolia's segment reporting is based on internal reporting, which means that the segment reporting format is geographical regions. Poolia's geographical segments are Sweden, Finland and Germany. This is the level at which Poolia's chief operating decision-maker analyses the business operations. Poolia UK is reported under discontinued operations.
The Poolia share
Poolia is listed on NASDAQ OMX Stockholm AB under the ticker POOL B. The Company's largest shareholder, Björn Örås, controlled 70.36 % of the voting rights and 42.49 % of the capital at the end of 2017. Björn Örås is also Chairman of the Board of Poolia AB. No other shareholder had a holding corresponding to voting rights of 10 % or more.
THE 10 LARGEST SHAREHOLDERS 31 DECEMBER 2017
| Holding | Votes | |||
|---|---|---|---|---|
| Name | A shares | B shares | % | % |
| Örås, Björn | 4,023,815 | 3,251,445 | 42.49 | 70.36 |
| AB Traction | 1,407,000 | 8.22 | 4.24 | |
| Palmstierna, Fredrik | 876,978 | 5.12 | 2.64 | |
| UBS Switzerland AG / Clients Account |
851,800 | 4.97 | 2.56 | |
| Wilkne, Thord | 600,000 | 3.50 | 1.81 | |
| Nordea Investment Funds |
532,222 | 3.09 | 1.59 | |
| Kungl. Konstakademien | 500,000 | 2.92 | 1.51 | |
| JPMC: Escrow Swiss Resident Account |
340,148 | 1.99 | 1.02 | |
| Örås, Sara | 273,000 | 1.59 | 0.82 | |
| Försäkringaktiebolaget, Avanza Pension |
263,706 | 1.54 | 0.79 | |
| Total | 4,023,815 | 8,896,299 | 75.43 | 87.34 |
The total number of shares issued is 17,121,996, of which 4,023,815 are A shares and 13,098,181 B shares. Each A share entitles the holder to one vote and each B share to 1/5 vote.
| Segment | Subsidiary | Holding | Share of sales | Establishment |
|---|---|---|---|---|
| Poolia Sweden | Poolia Sverige AB (incl. commission subsidiary) |
100% | 69.3% | Gothenburg, Jönköping, Linköping, Malmö, Stockholm, Sundsvall, Umeå, Uppsala, Örebro |
| Poolia Malmö AB | 100% | |||
| Poolia Executive Search AB | 91% | |||
| Poolia Danmark A/S | 100% | |||
| Poolia Finland | Poolia Suomi OY Poolia IT OY |
100% 100% |
5.1% | Helsinki |
| Poolia Germany | Poolia GmbH | 100% | 25.6% | Düsseldorf, Frankfurt, Hamburg, Hanover, Cologne, Mannheim, Munich, Stuttgart |
There are no restrictions on the transferability of shares by reason of the provisions of the Articles of Association. The Company is not aware of any agreements between shareholders that would restrict the right to transfer shares. Nor are there any significant agreements to which the Company is a party and which take effect, alter or terminate upon a change of control following a takeover bid.
According to the Articles of Association, Board members are appointed annually at the AGM. The Articles of Association do not contain any restrictions in respect of the appointment or dismissal of Board members or in respect of amendments to the Articles of Association.
Decisions made must be in accordance with the Swedish Companies Act. There are no agreements between the Company and Board members or employees that define compensation in the event of resignation, dismissal without reasonable cause or termination of employment following a takeover bid, other than the agreements between the Company and senior executives described in note 8, which include termination benefits of up to 12 months' salary for the Managing Director and other senior executives.
Significant events in 2017
In brief
- Poolia's new website creates a better flow of candidates.
- A focus on large companies with structured temp purchasing was launched.
Market conditions
The strong Swedish economy continues and the labour market shows signs of overheating. This is manifested as difficulty in finding candidates, sharper wage demands and an increasing tendency for our temps to take employment with our clients.
In Germany, there is still good demand for Poolia's services as a result of the strong German economy. At the same time, the German market is also experiencing a lack of candidates, which affects our growth in the region. Finland's economy has come out of the long recession and grew by about 3% in 2017. This meant that demand for our services also improved in Finland towards the end of the year. A description of market conditions for each country can be found on pages 15-16.
Seasonal variations
Revenue from the temporary staffing business is highly dependent on the number of working days in the month and on holidays. Of these two factors, the number of days has the greater impact on earnings, mainly because some of the temps receive a fixed monthly salary, regardless of the number of working days. This is most common in Sweden and Germany. In Sweden, about 15 % of temps receive a fixed monthly salary. Revenue from temp assignments extends over a longer period than permanent placement revenues. Both temporary staffing and permanent placement revenues are lower during summer holiday periods.
Revenue
The Group's revenue for continuing operations declined by 1.7% to SEK 771.5 (784.7) million. Currency effects had a positive impact of 0.5% on revenue in 2017.
Temporary staffing continued to be the dominant service area, accounting for 87% (88%) of revenue. Permanent placement's share of revenue increased to 13% (12%).
Revenue for the Swedish operations declined for temporary staffing but increased for permanent placement. The German operations showed increased revenue for temporary staffing but a decline for permanent placement. Poolia Finland experienced a decline in revenue for both.
Poolia Sweden's revenue was SEK 534.7 (552.7) million, a decline of 3.3%. Poolia Finland's revenue declined by 6.4% to SEK 39.2 (41.9) million. Currency effects had a positive impact of 1.7% on revenue. Poolia Germany's revenue amounted to SEK 197.6 (190.1) million, an increase of 3.9%. Currency effects had a positive impact of 1.7 % on revenue.
Earnings
Operating profit for continuing operations was SEK 22.2 (23.0) million. Profit before tax amounted to SEK 20.5 (20.5) million. The operating margin was 2.9% (2.9%). Poolia Sweden's operating profit was SEK 8.0 (5.1) million, with an operating margin of 1.5% (0.9%). Poolia Finland's operating profit was SEK 1.3 (0.9) million, with an operating margin of 3.3% (2.1%). Poolia Germany's operating profit was SEK 12.9 (17.0) million, with an operating margin of 6.5% (8.9%). Poolia UK's operating profit/ loss, reported under discontinued operations, was SEK -0.6 (-0.7) million for the year.
The Group's net financial items amounted to SEK -1.7 (-2.5) million. The Group's tax expense was SEK -7.8 (-6.8) million.
Financial position
The Group's cash and cash equivalents at 31 December 2017 were SEK 42.8 (36.6) million. The Group's Swedish business has an overdraft facility of SEK 40 (40) million. SEK 20.4 (14.2) million of this amount had been utilised at 31 December 2017. Cash flow from operating activities for continuing operations
during the period was SEK 13.9 (13.2) million. The equity/assets ratio at 31 December 2017 was 34.9% (33.2%). The policies that apply for financial risk management and exposure to various types of risks are described in note 4.
Investments
The Group's investments in non-current assets amounted to SEK 4.4 (1.4) million.
Goodwill
The Group's goodwill totalled SEK 18.8 (18.7) million. No impairment was identified during the annual testing. Measurement principles and a summary of the distribution of cash-generating units are shown in note 14.
Employees
The average number of full-time equivalents was 1,267 (1,469). The number of employees at 31 December 2017 was 1,362 (1,517).
The vast majority of Poolia's employees are employed temps who go on short or long-term placements with clients in various sectors.
Internal staff, responsible for sales, follow-up and administration, make up about 15 % of the entire workforce.
Poolia has a consistent, long-term human resources programme. Vital ingredients are regular employee satisfaction surveys and performance appraisals, skills development opportunities and good internal communication.
Poolia consistently complies with applicable laws and regulations in each country, in areas which include employment and wage models, working time, work environment and healthcare. For Poolia, equality in the workplace is a natural principle.
Environmental Information
Poolia does not engage in any operations that are subject to permit or notification requirements under the Swedish Environmental Code. One of the Company's core values is "to be the good company", and an integral part of this involves taking environmental responsibility. This means that the Company comfortably fulfils each country's environmental requirements for companies engaged in Poolia's type of business.
Environmental adaptation is based on what is technically feasible, financially reasonable and environmentally justified, taking into account the Group's size and resources. Poolia was awarded ISO environmental certification under SS-EN ISO 14001:2004 Environmental Management System in 2012 and SS-EN ISO 14001:2015 in 2016. More details on Poolia's sustainability work can be found on pages 10-13.
Guidelines for remuneration of senior executives
The 2017 Annual General Meeting adopted guidelines for remuneration of senior executives. In 2017, the Company's senior executives were the Group management team, consisting of the CEO/ Managing Director of the Parent Company, Country Managers in Sweden, Finland and Germany, the CFO and the HR Manager. The Board of Directors will propose to the 2018 AGM that the guidelines for remuneration of senior executives remain unchanged.
Policy
It is Poolia's aim to offer market conditions that enable the Company to recruit and retain qualified personnel. Remuneration of senior executives consists of a fixed salary, variable remuneration, a pension and other standard benefits.
Remuneration is based on the individual's commitment and performance against pre-established targets – both individual and Company-wide. Individual performance is evaluated continuously.
Fixed salary
The fixed salary is normally subject to an annual review, which takes into account the quality of the individual's performance. The Managing Director and other senior executives will receive market-based fixed salaries.
Variable remuneration
Variable remuneration is based on the individual's area of responsibility and the Group's revenue and/or earnings growth. Senior executives' variable remuneration may amount to a maximum of 40% of the fixed salary. The actual figure was SEK 0.6 (0.8) million.
Decisions about share-based and share-price-related incentive schemes for senior executives are made at the AGM.
Other benefits and terms of employment
In addition to retirement benefits under the Swedish National Insurance Act, the Managing Director also has a personal defined-contribution pension agreement. Other senior executives are covered by defined-contribution pension plans that are essentially equivalent to the premium level of the ITP plan. The minimum retirement age for all senior executives is 65.
Senior executives are entitled to three, six or twelve months' notice for voluntary and involuntary termination of employment. A monthly salary is payable throughout the period of
notice, subject to deduction for any other pay received during this period. There are no agreements on additional termination benefits for senior executives.
Derogation from the guidelines
The Board is entitled to derogate from the guidelines if it determines that there are special grounds for doing so in a particular case.
Parent Company
The Parent Company engages in general Group management, development, IT operation and system administration and financial management. The Parent Company's revenue for 2017 was SEK 12.9 (16.8) million. Profit after financial items was SEK 51.5 (0.2) million. The increase is due to an anticipated dividend of SEK 56.1 million from Poolia Germany to Poolia AB.
Risks and uncertainties
All business activities involve some degree of risk. Poolia continuously assesses what risks the Company is exposed to and minimises them through preventive measures and action plans for dealing with any risk-related situations that arise. The risks that the Poolia Group faces can be divided into three categories – operational risks, legal risks and financial risks.
Operational risks
The economy and demand
Although there is underlying structural growth in the staffing sector, the volume is also affected by economic fluctuations. There is a high level of correlation between growth in the staffing sector and in the economy in general.
It is usually the case that when general economic growth slows or stagnates, the staffing services market suffers a reverse. This is because so far when the economy has weakened, client companies have found themselves overstaffed, with less need to bring in temporary workers from outside. During a recession, the need for permanent placement services also decreases significantly. A challenge for Poolia is to respond to economic fluctuations while maintaining profitability.
Risks in a strong economy
During periods of increased growth, the business is dependent on how successfully Poolia is in attracting and recruiting qualified professionals. One success factor is the availability of the skills that are in demand, and the rate of growth will be largely determined by this.
Risks in a weak economy
In an economic downturn, Poolia's profitability depends on how quickly the Company perceives and interprets market signals
and how well it adapts costs during the downturn. We therefore work constantly to increase the proportion of variable costs.
The largest expense item is payroll costs and the Company has variable payroll systems for temps and internal staff. At present, most of Poolia employees have partly variable remuneration. For fixed costs such as premises and IT, we strive constantly to optimise the commitment period in relation to cost and to create flexibility by paying per-user with regard to IT-related costs.
Client dependence
Poolia's business is based on delivering quality that creates satisfied clients who then continue to purchase services from Poolia. We follow up our assignments with a survey to ensure client satisfaction. This means we are able to obtain quality assurance for individual assignments and to develop our processes.
Generating a large proportion of revenue from a small number of individual clients or clients in one sector always presents a risk for a company like Poolia. We work actively on client segmentation to create a good spread of sectors and client sizes in order to reduce our dependence on individual client companies and sectors. The ten largest clients accounted for 27% (29%) of the Group's total revenue in 2017. No single client accounts for more than 10 % of total Group revenues.
Staff dependence
Like all service companies, Poolia is dependent on the employees within the business. We work in line with our ISO processes to minimise staff dependence and achieve higher efficiency and quality in what we deliver.
Liability risks
Poolia's liability risks are primarily the risks of a temp causing damage to a client's business or property, and employee injuries. Poolia's policy is to avoid assuming responsibility for supervision, but rather to provide the client with the requested competence. Information about the temp's skills and background that is relevant to the assignment is routinely provided for all assignments. The Group has adequate insurance cover for liability risks, in accordance with Poolia's general terms of delivery.
Property risks
Poolia's operations are conducted in leased premises that are exposed to the risk of break-ins, sabotage and fire. Poolia leases all the computers, with the value being protected by the lease and its insurance. Poolia also works continuously to process digital information in accordance with ISO 27001 (information security), thereby reducing the risk of loss of digital information.
As Poolia's entire IT operations are outsourced, Poolia IT platform has a high level of flexibility, security and availability. This enables Poolia to quickly start operations at a new location.
Legal risks
Demand for Poolia's services is largely dependent on the laws and regulations that affect the labour market and staffing sector in the countries where we operate. This means that future amendments to these laws and regulations may affect Poolia, both positively and negatively. Country managers are responsible for closely monitoring developments in this area, and this includes obtaining information from the trade association in their own country.
Financial risks
Poolia is exposed to various types of financial risks. The Company's overall policy for financial risk management is to endeavour to minimise the negative effects of market fluctuations on the Group's earnings at all times. However, there is no hedging of currency exposure arising on transactions with foreign subsidiaries. The Company works to ensure that, whenever possible, profit in foreign entities is distributed to the Swedish parent company. The Group's financial policy is established annually by the Board and regulates how financial risks are managed and what financial instruments may be used.
Currency risk
Currency risk is the risk that the Group's earnings will be adversely affected by exchange rate movements. Poolia's currency exposure arises from intra-group financing and the translation of foreign subsidiaries' balance sheets and income statements to Swedish kronor. Translation exposure refers to translation from EUR, GBP and DKK. The financial policy states that translation exposure shall not be hedged. Translation of foreign subsidiaries had a positive effect of SEK 3.9 (3.0) million on consolidated equity in 2017. Poolia does not have any other currency exposure at present.
Interest rate risk
Interest rate risk is the risk that the Group's net interest income will be adversely affected by changes in market interest rates. The Group's interest rate risk exposure was insignificant at the reporting date. Poolia does not have any holdings of interest-bearing financial liabilities other than the overdraft facility of SEK 40 (40) million, and the Company's interest-bearing financial assets consist primarily of unrestricted bank funds. A one percentage point change in market interest rates would affect all of the Group's interest-bearing assets and liabilities. The impact on earnings before tax would be approx. SEK 0.2 million.
Credit and counterparty risk
Credit and counterparty risk is the risk that the counterparty to a transaction will be unable to discharge its obligations, thereby causing the Group to incur a loss. The Group is exposed to credit and counterparty risk if excess liquidity is invested in financial assets. In order to limit counterparty risk, only counterparties with a high credit rating in accordance with the financial policy are accepted. There were no derivatives at 31 December 2017.
Poolia's largest operating assets are trade receivables. Bad debts may arise in a business relationship or a dispute after a client has become insolvent. Poolia's receivables from a single client are relatively small in relation to to the outstanding trade receivables portfolio. This means that the risk of client defaults is insignificant. The Group applies a credit policy that includes credit checks and careful payment tracking.
Commercial credit risk within the Group is minimal as there is no significant credit risk concentration in respect of a particular client, counterparty or geographical region. The maximum credit risk corresponds to the carrying amount of Poolia financial assets.
Liquidity risk and cash flow risk
Liquidity risk is the risk that the Group will encounter difficulty in obtaining funds to meet its obligations associated with financial instruments. At present, Poolia's cash and cash equivalents are placed in accounts or short-term deposits with banks. The Group currently has no need of refinancing.
Expected future development
The economies of Sweden, Germany and Finland showed growth in 2017. It is our assessment that this will also be the case in 2018. The strong economy is having a positive effect on demand for both temporary staffing and permanent placement services, although growth in temporary staffing is being adversely affected by a shortage of candidates and a tendency for temps to take employment with clients.
The effects of the economy on Poolia's business are described in more detail in the section Risks and uncertainties above.
Sustainability reporting
In accordance with Chapter 6, Section 11, of the Annual Accounts Act, the Company has chosen to present the statutory sustainability report separately from the rest of the Annual Report. The sustainability report can be found on pages 10-13 of this printed document.
Events after the reporting date
On 19 February 2018, Managing Director and CEO Morten Werner informed the Board of his intention to leave Poolia during 2018, but no later than the end of the year. The process of appointing his successor is in progress.
Proposed distribution of profits
With positive earnings, Poolia's operations generate a positive cash flow in excess of working capital requirements. The goal
for the return to shareholders, according to the dividend policy, is that the dividend shall normally exceed 50 % of the Group's profit after tax. The Company's growth strategy is mainly concerned with organic growth. Acquisitions may be relevant in exceptional cases, particularly when entering new markets.
The Group's profit after tax for the 2017 financial year is SEK 13.1 million. The Board proposes that the Annual General Meeting adopt a dividend of SEK 0.6 per share, to a total value of SEK 10,273,198.
The proposed dividend represents 79 percent of net profit for the year and is justified by the Group's strong balance sheet and confidence in the Group's future development. Poolia's equity/ assets ratio after the proposed dividend will be 30.8 percent. The proposed dividend is reasonable pursuant to the second and third paragraphs of section 17:3 of the Companies Act.
The following Parent Company profits are at the disposal of
| the AGM (in SEK) | |
|---|---|
| Retained earnings | 3,647,378 |
| Profit for the year | 56,437,123 |
| 60,084,501 |
The Board proposes that the profits be distributed as follows:
| 60,084,501 | |
|---|---|
| Carried forward | 49,811,303 |
| Payment to shareholders | 10,273,198 |
CORPORATE GOVERNANCE REPORT
Description of Poolia
Poolia AB is a Swedish public company with its registered office in Stockholm. The Company is the parent company of the Poolia Group (Poolia). In 2017, the Group conducted operations in Sweden, Finland and Germany. Poolia's B shares are listed on NASDAQ OMX Stockholm AB.
Regulatory framework
Poolia's corporate governance is regulated by Swedish law, primarily the Swedish Companies Act, and the Stockholm Stock Exchange's Rules for Issuers, which also include the Swedish Corporate Governance Code (the Code). In addition to legislation, regulations and recommendations, the Articles of Association are also central to the governance of the Company. The Articles of Association are available at www.poolia.com.
Poolia is subject to the provisions of the EU Market Abuse Regulation No 596/2014 (MAR) which contains extensive requirements on Poolia's handling of inside information. The MAR regulates how inside information is to be published to the market and circumstances in which publication may be postponed. It also requires Poolia to keep a list of persons working for the company who have access to inside information about Poolia (a logbook).
Since July 2017, Poolia has been using the InsiderLog digital tool to ensure that its handling of inside information fulfils the MAR requirements and Poolia's insider policy – from the decision to postpone disclosure of inside information all the way to the notice submitted to the Swedish Financial Supervisory Authority when the insider event is over and the information has been disclosed. Only authorised persons at Poolia have access to InsiderLog. More information can be found at www. insiderlog.se.
Poolia's application of the Code
Poolia applies the Code with no derogations.
Corporate governance
LARGEST SHAREHOLDERS, BY SHAREHOLDER GROUP, 31 DEC 2017
| Name | Shares | Votes % |
|---|---|---|
| Örås, Björn* | 7,275,260 | 70.36 |
| AB Traction* | 1,407,000 | 4.24 |
| Palmstierna, Fredrik | 876,978 | 2.64 |
| UBS Switzerland AG/Clients Account* | 851,800 | 2.56 |
| Wilkne, Thord | 600,000 | 1.81 |
| Nordea Investment Funds | 532,222 | 1.59 |
| Kungl. Konstakademien | 500,000 | 1.51 |
| JPMC: Escrow Swiss Resident Account | 340,148 | 1.02 |
| Örås, Sara | 273,000 | 0.82 |
| Försäkringsaktiebolaget, Avanza Pension | 263,706 | 0.79 |
* Representative on the Nomination Committee
OWNERSHIP CATEGORIES
| Shareholding |
|---|
| 69.99 |
| 11.45 |
| 4.56 |
| 8.22 |
| 2.92 |
| 0.83 |
| 2.03 |
Annual General Meeting
The Annual General Meeting of Poolia AB is the Company's highest decision-making body through which shareholders exercise their influence as owners of the Company. Among the AGM's main tasks are adoption of the balance sheets and income statements and to make decisions on the appropriation of profits, remuneration guidelines for senior executives and the discharge from liability of the Board and Managing Director (CEO).
Following proposals from the Nomination Committee, the Meeting elects Board members to serve until the end of the next AGM and adopts principles for appointing a Nomination Committee for the next AGM. All shareholders who are recorded in the share register and notify the Company of their intention to attend in accordance with the issued Notice are entitled to participate in the AGM. Each class B share represents 1/5 of a vote, while each class A share represents one vote. However, all shares carry equal rights to a share of the Company's assets and profits.
2017 Annual General Meeting
The most recent AGM was held on 03 May 2017 in Stockholm. The Meeting was attended by shareholders representing 75.02 % of the voting rights and 51.52 % of the capital. On the proposal of the Nomination Committee, Björn Örås, Dag Sundström, Anna Söderblom,Lennart Pihl and Marika Skärvik were re-elected to the Board. Björn Örås was re-elected as Chairman of the Board. No Deputy Chairman was elected. The AGM also approved Board fees of SEK 500,000 (500,000) to be paid to the Chairman and SEK 185,000 (185,000) to each of the Board members not employed by the Company.
The AGM adopted the 2016 income statements and balance sheets in accordance with the Board's proposal. The Meeting also discharged the Board members and the Managing Director from liability for the 2016 financial year. In addition, the Meeting adopted:
- The Nomination Committee's proposed principles for appointing the Nomination Committee.
- Guidelines for remuneration of senior executives.
2018 Annual General Meeting
The Annual General Meeting dealing with the 2017 financial year will be held at the Company's premises in Stockholm, at Kungsgatan 57 A, 4th floor, at 4 p.m. on 25 April 2018. The Annual Report will be available from 04 April 2018 on the Company's website www.poolia.com. The Notice of the Meeting has been published in the Official Swedish Gazette and as an announcement in Dagens Industri on 28 March 2018. Shareholders wishing to have business considered at the Meeting can find the submission deadline and address on the Company's website.
Board of Directors
Responsibilities of the Board
Poolia's Board of Directors has overall responsibility for the organisation and management of the Company and for ensuring that guidelines for the management of the Company's funds are appropriately structured and complied with. The Board is also responsible for preparing and evaluating Poolia's overall long-term strategies and goals, determining budgets and business plans, reviewing and approving financial statements, adopting general guidelines, making decisions on matters relating to acquisitions and disposals of operations and deciding on major investments and significant changes to Poolia's organisation and operations.
The Board assists the Nomination Committee in preparing proposals for the Company's auditor and the auditor's remuneration and is also responsible for maintaining regular contact with the Company's auditor. The Board appoints the Managing Director and draws up the Managing Director's written instructions. The Board defines salaries and benefits received by the Managing Director and other senior executives based on the guidelines adopted by the Annual General Meeting. The Board must work in the best interests of the Company and all of its shareholders at all times.
Composition of the Board
Following the 2017 AGM, Poolia's Board has consisted of five members. The Managing Director does not serve on the Board, but may attend meetings in a reporting capacity with the Company's CFO. Other officials of the Company may also attend in a reporting capacity. For a more detailed presentation of the Board members, see page 33.
Board independence
The members of Poolia's Board are considered independent of the Company and its shareholders, apart from Björn Örås who as principal owner is not considered independent.
Nomination Committee
The Nomination Committee is the body charged by the AGM to prepare the Meeting's resolutions for election and remuneration issues. In accordance with a decision by the 2017 AGM, the Chairman of the Board shall, no later than the end of the third quarter of the year before the meeting, contact the three largest shareholders of the Company, who will then each appoint one member to serve on the Nomination Committee. If any of the three largest shareholders waive their right to appoint a member to the Nomination Committee, the next shareholder in size is asked to appoint a member. The term of office for the Nomination Committee lasts until a new Committee is appointed. The composition of the Nomination Committee shall be announced no later than the publication of the Company's Q3 report or as a special public notice no later than six months before the AGM.
This ensures that all shareholders receive information at the same time about the persons to contact for nomination matters.
The Nomination Committee is constituted on the basis of known shareholdings in the Company as of 31 August of the year before the AGM. If an owner who did not appoint a member of the Nomination Committee becomes one of the three largest shareholders after the Committee has been formed, the Nomination Committee may, if it considers it necessary, offer this owner the opportunity to appoint a member of the committee. Changes to the Nomination Committee must be made public immediately.
The Nomination Committee prepares and presents to the AGM proposals on:
- Election of a person to chair the Meeting.
- Election of the Chairman and other members of the Company's Board.
- Board fees for the Chairman and other Board members and payment for any committee work.
- Election of auditors, deputy auditors and their fees (if applicable) .
- Criteria for the appointment of the next Nomination Committee.
Members of the Nomination Committee shall not receive any remuneration. The Nomination Committee may, with the approval of the Chairman, charge the Company for consultancy and other expenses necessary for the Committee to fulfil its duties.
The Nomination Committee for the 2017 Annual General Meeting consisted of three members. Emil Ahlberg of PSG Capital led the Nomination Committee's work. As part of the nomination work for the 2017 AGM, the Nomination Committee applied the diversity policy in point 4.1 of the Swedish Corporate Governance Code in preparing its proposal for the new Board. This requires diversity and breadth with regard to Board members' skills, experience and background.
The Nomination Committee made the assessment that the Board as a whole should possess knowledge and experience in areas that are crucial to operating a service company like Poolia. These include finance, marketing, recruitment, staff development and leadership. As in previous years, the Nomination Committee has been keen to ensure that the Board meets the requirements for gender balance. In the last five-year period, the proportion of female members has varied between 40% and 60%. In the proposed Board, the proportion of women remained unchanged at 40%. The Nomination Committee considered that this proportion fulfilled the Swedish Corporate Governance Code's gender balance requirement.
The proposed Board also met the Code's requirement for Board members' independence. The members of the Nomination Committee, Marika Skärvik, Lennart Pihl, Dag Sundström and Anna Söderblom, were assessed as independent of the Company, its management and major shareholders. Björn Örås was assessed as independent of the Company but of major shareholders.
A report on the Nomination Committee's work was provided in the Committee's explanatory statement published before the 2017 AGM.
Poolia's Nomination Committee for the 2018 AGM was appointed on 21 November 2017 and consists of Petter Stillström, AB Traction, Martin Bjäringer (represented by Bo Jungner), UBS Switzerland AG/Clients Account and Björn Örås. Petter Stillström was appointed Chairman of the Nomination Committee.
Chairman of the Board
The Chairman leads the Board's work, ensuring that it is conducted in accordance with laws and regulations. The Chairman monitors the business operations through dialogue with the Managing Director and is responsible for ensuring that the other Board members receive sufficient information and decision-support material for their work. The Chairman coordinates the annual evaluation of the work of the Board and the Managing Director, and notifies the Nomination Committee of the results. The Chairman is also involved in the evaluation and development of the Group's senior executives. The Chairman represents the Board both externally and internally. Björn Örås was re-elected as Chairman at the 2017 Annual General Meeting. He has been Chairman of the Board since 2000.
Work of the Board
The work of the Board in 2017
The Board held six regular meetings, one strategy meeting and one statutory meeting in 2017. At these meetings, the Board discussed the fixed items on the agenda of each meeting. These items included the business status, market conditions, financial reporting, budgets, forecasts and projects. In addition, overall strategic issues relating to the Company's focus, the external environment and growth opportunities were analysed. The Managing Director and CFO have been co-opted onto the Board and attend all meetings, apart from meetings dealing with remuneration of senior executives, evaluation of the work of the Board and the Managing Director and individual meetings with the Company's auditor. One or more country managers or heads of staff functions have attended Board meetings on three occasions during the year to present the results of their operations.
The Board comprised the following AGM-elected members: Björn Örås (Chairman), Lennart Pihl, Marika Skärvik, Dag Sundström and Anna Söderblom. For information about Board members' principal
assignments outside the Group and their shareholdings in the Company, see page 33. Meeting attendance is reported below.
Audit Committee
In 2017, the Audit Committee consisted of the Board in its entirety. The Audit Committee is responsible for preparing the Board's work, ensuring quality in Poolia's financial reporting, meeting the Company's auditor to discuss issues including the external audit and views on the Company's risks, establishing guidelines on the non-auditing services that Poolia may procure from its auditors, evaluating the auditing work and informing the Nomination Committee of this, and assisting the Nomination Committee in producing proposals for the election of auditors and remuneration of audit work. The Audit Committee also monitors the effectiveness of Poolia's risk management and internal control over financial reporting. The Audit Committee meets Poolia's auditor at least twice a year, and at least one of these occasions must be without the presence of executive management.
Remuneration Committee
In 2017, the Remuneration Committee consisted of the Board in its entirety. The Committee deals with terms of employment and benefits for the Managing Director. The Committee also deals with issues related to remuneration of other senior executives. The Committee will receive information on the Company's total remuneration of senior executives. If incentive schemes such as share option or similar programmes are proposed to executive management or other employees, decision-support material must be provided to shareholders prior to the meeting and this material must clearly show the motives, important conditions, any dilution and the estimated cost of the programme to Poolia in the case of different outcomes.
Group Management
The Managing Director of Poolia AB leads Group Management, which, in addition to the MD, consists of the executives appointed by him. Management represents a consulting body to the Managing Director and pursues overall policy and development issues within Poolia. Group Management convenes in the manner determined by the Managing Director. Group management meets once a week to go through the current status for each country. The CFO is required to report to the Board. The aim of this reporting obligation is to ensure that all significant financial information reaches the Board.
GROUP MANAGEMENT
| Name Position |
Employed | ||
|---|---|---|---|
| Morten Werner | Managing Director | 2014 | |
| Fredrik Johansson | CFO | 2017 | |
| Daniel Krüger | HR Director | 2017 | |
| Tobias Rebenich | Manager, Poolia Germany |
2011 | |
| Jose Majanen | Manager, Poolia Finland |
2007 |
Internal management and control
The Board is responsible for ensuring that the Company has satisfactory internal control and formalised procedures for achieving compliance with established financial reporting and internal control policies and that the Company's financial statements are prepared in accordance with legal requirements, applicable accounting standards and other requirements for listed companies.
BOARD STRUCTURE AND ATTENDANCE
| Member | Elected | Position | Attend ance |
Independent of the Company and its management |
Independent of the Company's major shareholders |
|---|---|---|---|---|---|
| Björn Örås | 1989 | Chairman | 8/8 | Yes | No |
| Marika Skärvik | 2015 | Member | 8/8 | Yes | Yes |
| Dag Sundström | 2011 | Member | 8/8 | Yes | Yes |
| Anna Söderblom | 2013 | Member | 8/8 | Yes | Yes |
| Lennart Pihl | 2013 | Member | 8/8 | Yes | Yes |
Managing Director (CEO)
The Managing Director leads the Company's operations within the framework defined by the Board of Directors. The most recent instructions for the Managing Director were approved by the Board on 03 May 2017 and stipulate the role of the Managing Director in the Company. The Managing Director provides necessary information and decision-support material for Board meetings. The Managing Director or his representative acts as a rapporteur to the Board. The Managing Director keeps the Board of Directors and the Chairman regularly informed about the Company's financial position and performance. The Board annually evaluates the Managing Director's working methods and performance.
Financial reporting
Interim and year-end reports are dealt with by the Board and issued by the Managing Director on behalf of the Board. The Managing Director is responsible for ensuring that the accounting records of Group companies are maintained in accordance with the law and that finances are managed responsibly.
Consolidated accounts are prepared on a monthly basis and submitted to the Board and Group Management. The systems and IT environment at Poolia have been harmonised into common systems for all companies. A common financial manual and monthly check lists have been implemented as tools for ensuring correct reporting.
Each month, the Country Managers and their Financial Managers prepare a report describing the previous period, the current situation and an outlook for the coming period. The purpose of these reports is to provide an update on the business status and the financial situation and to highlight any risks that have arisen. In addition to these tools, monthly analysis and follow-up meetings have been introduced for each segment between the Managing Director, the CFO and/or Financial Controller and the Country Manager and Financial Manager.
Internal audit
It is the Board's assessment that Poolia does not need to create a separate audit function in addition to its existing internal control processes and functions. The monitoring conducted by the Board and management is considered to fulfil the need. However, an assessment is conducted annually to ascertain whether such a function is necessary to maintain effective controls within the Company.
Auditors
The 2017 AGM appointed Deloitte AB as Poolia's auditing company, with Daniel de Paula as Chief Auditor, for a period of one year. Daniel de Paula is an authorised public accountant and partner at Deloitte AB. It is Poolia's assessment that Daniel de Paula does not have any relationship to Poolia or associates of Poolia that might affect the auditor's independence in relation to the Company. Daniel de Paula is also considered to possess the requisite expertise to perform the duties as Poolia's auditor. During the year, Daniel de Paula attended two Board meetings at which he gave a verbal and written report on the audit.
The Board's description of internal control over financial reporting
The Board of Directors is responsible for internal control in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code. The internal control description is based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, COSO. The five framework components on which the report is based are the control environment, risk assessment, control activities, information and communication, and monitoring.
Control environment
Effective Board work is the foundation of good internal control. The Board has established structured processes and rules of procedure for its work. An important task of the Board is to develop and approve basic rules and guidelines. Employees have access to the guidelines, via Poolia's intranet and other channels. It is Poolia's aim for the control environment to be permeated by the Company's "good company" values, i.e., adherence to laws and regulations, professionalism and creation of trust.
A further aim of the Board's work is to ensure that the organisation is structured and transparent, with responsibilities and processes that are conducive to the effective management of operational risks and that facilitate goal achievement. Poolia's internal and external reporting is divided according to functions, and the associated responsibility is defined. Responsibility is distributed across the different segments (Poolia Sweden, Poolia Finland and Poolia Germany). The responsibilities of the staff functions are divided into Administration, HR, Marketing, Sales, Accounting, Payroll, Finance and IT.
Poolia has a conceptual framework that guides all the decisions and actions throughout the organisation. The basis of this framework is the business plan, our ISO processes, the financial manual and guidelines designed to achieve an efficient, structured and coherent approach within the Company. The guidelines include instructions for the CEO and the Managing Directors of subsidiaries, the financial policy, information policy and decision-making rules. Authorisation rules are in place to enhance control on decisions regarding investment, costs and contractual relations. Regular reviews are conducted to ensure that guidelines and policy documents are up to date. In addition, there are procedures for them to be adapted if so required by external circumstances.
Risk assessment
Risk assessment procedures that are incorporated into operating activities and follow-up processes ensure the preparation of accurate financial reporting. The Financial Managers of the subsidiaries and the CFO have special responsibility for risk analysis, the application of laws and regulations and the quality of financial reporting.
Integrated systems, established monitoring procedures and analysis of key ratios are important components in identifying risks of material misstatement in the financial statements. Risk assessment, risk identification and improvement of procedures is based on the CEO defining specific areas of the financial reporting process that will be prioritised and focused on. The CFO and Financial Managers of the subsidiaries work though the focus areas together. The process aims to ensure that material risks are identified and any required measures are reported to the CEO and Managing Directors of the subsidiaries. Named procedures cover areas such as monitoring of liquidity, trade receivables, deviation analyses, credit granting, insurance cover and processes for revenue and payroll, management, approval and authorisation.
To monitor market trends, the Managing Directors of the subsidiaries prepare monthly reports, which show their companies' position in relation to the market and competitors. The reports are followed with regard to the market, demand, earnings trends and any necessary organisational changes.
Control activities
The Company has built up a control structure based on its most critical processes. The purpose is to prevent, detect and correct any errors or discrepancies that arise in financial reporting, and to prevent irregularities and different types of incidents that may be hostile to the Company. The risks that are monitored are those considered most significant according to the risk assessment.
The CFO and the Financial Managers of the subsidiaries set requirements for accurate financial reporting and relevant monitoring and, if necessary, deviation analysis. Monitoring is a continuous process and mainly takes the form of monthly reports which the Financial Managers of the subsidiaries prepare and present to the CFO, CEO and Managing Directors of the subsidiaries. Poolia's monthly reports include financial and non-financial key performance indicators.
The reports are reviewed by the Managing Director and Financial Managers of each country, the CEO, CFO and/or Financial Controller at monthly teleconferences. Monthly reports are based on information from the financial system. Standardisation of reporting makes it easier to review and monitor the growth, performance and risk analysis for each country.
Information and communication
The Company's main policy documents in the area of regulations, guidelines and manuals, insofar as they relate to financial reporting, are regularly updated and communicated via the intranet, internal meetings and other targeted distribution of policy documents. Overall strategic polices are communicated throughout the organisation to ensure that all employees have fully understood their content and thereby act in accordance with them.
To ensure effective dissemination of internal communication, there are guidelines and procedures on how financial information is communicated between management and employees, and between the Parent Company and subsidiaries. The Board has established an information policy on communication with external parties. The policy provides guidelines on what should be communicated, who should communicate it and how it should be communicated.
The purpose of the policy is to ensure that information obligations are fulfilled in a correct and complete way. For shareholders and other external stakeholders wishing to follow the Company's progress, up-to-date financial information is published regularly on Poolia's website.
Monitoring
Monitoring internal control and its effectiveness is an integral part of day-to-day operations. The Board's work includes regular monitoring of the effectiveness of internal controls and discussion of significant issues in the area of accounting and reporting.
The Board's evaluation of the business performance and results is part of the responsibility structure, and is conducted using an appropriate package of reports containing results, forecasts and analyses of key factors.
Control and monitoring of activities comes under the management of the Parent Company and subsidiaries, but is also the responsibility of employees in the course of their duties. Any shortcomings and errors in the internal control and monitoring systems must be reported to the immediate superior.
Policies, guidelines and procedures are updated and evaluated as necessary, but at least annually. The Board is responsible for communicating and keeping general policy documents updated. The Managing Director or head of the staff function concerned is responsible for other documents. Recommendations from external auditors conducting independent audits of internal controls within the framework of the statutory audit are reported to management and the Board. The recommendations are followed up and, if necessary, measures are implemented to control the potential risk.
Poolia will continue to work pro-actively on risk management and internal controls by annually assessing and updating internal policy documents and guidelines. The aim of this work is to ensure that internal controls are maintained at a satisfactory level.
Poolia AB's role in the Group is to work on overall policy and development issues, Group-wide support functions and the provision of support to the operational entities. The country managers have full responsibility for the operations in their own country, including the income statement and balance sheet, sales and marketing, finance, business development and HR.
GROUP MANAGEMENT
Morten Werner CEO of Poolia AB, Managing Director of Poolia Sweden Born 1949 Employed at Poolia since
2014.
Capital.
Education: MBA, University of Southern California.
Background: Managing Director of Hasselfors Garden, Pandora Management, Orasolv and Feelgood Svenska, Managerial positions at GE
Shareholding: 200,000 and 200,000 through insurance.
Fredrik Johansson CFO Born 1981 Employed at Poolia since 2017.
Education: Master's degree in Economics, specialising in Business Administration, Uppsala University.
Background: CFO Wasa Kredit AB, Audit Senior at Deloitte AB.
Shareholding: 0
Tobias Rebenich Managing Director of Poolia Germany Born 1971 Employed at Poolia since 2011.
Education: Banking apprenticeship, Chamber of Commerce, Economics studies.
Background: Area Manager, Amadeus FiRe Germany, Senior Manager, Robert Half Germany, Branch Manager, Manpower Germany.
Shareholding: 0
Jose Majanen Managing Director of Poolia Finland Born 1969 Employed at Poolia since 2007.
Education: Degree in Economics and Sociology, University of Bremen.
Background: Regional Manager, Manpower Finland, Industrial Liaison Officer, Centre for International Mobility in Finland.
Shareholding: 0
Daniel Krüger HR Manager Born 1973 Employed at Poolia since 2017.
Education: Behavioural scientist, B.A. Psychology, university studies in business administration, philosophy, literary science and modern Swedish.
Background: Has mainly worked as a management consultant, Partner for Enhancer Consulting and HR Manager & Head of Organisation & Human Capital Development at Lernia.
Shareholding: 0
BOARD OF DIRECTORS
Björn Örås Chairman Born 1949 Board Member since establishment in 1989.
Education: B.A. (Econ), Lund University.
Background:
Product Manager, Pierre Robert, Product Group Manager, IKEA, MD and Advertising Agency Director, Appel & Falk, Blanking, Managing Director, Poolia. Own business: Björn Örås Marketing, Karat Utveckling, SMA.
Directorships: Chairman of Uniflex AB, Dedicare AB, Bro Hof Slott.
Shareholding: 7,275,260
Lennart Pihl Born 1950 Board Member since 2013.
Education: M.Sc (Econ).
Background: Own consulting business since 2004. Formerly MD of Bong Ljungdahl and Acrimo. Consultant assignments: interim MD of Green Cargo, Konstruktions-Bakelit, Brio Lek & Lär and AuraLight
Directorships:
Chairman of Bertex AB, Green Cargo AB, Ingape AB, Midway AB (publ), Myloc Holding AB and Nordic Room Improvement AB.
Shareholding: 10,000
Marika Skärvik Born 1963 Board Member since 2015.
Education: Market economy at RMI Berghs. Studies in Economics and Law at Stockholm University.
Background:
MD Performance Potential AB. Previous positions as Sales Manager Saven AB, Business Development Microsoft, MD NetCenter, Business Area Manager Tieto, MD Carlson Wagonlit, MD Hudson Norden.
Directorships: Board member of B3IT Management AB, Optronic i Norden AB and Springlife AB.
Shareholding: 500
Dag Sundström Born 1955 Board Member since 2011.
Education: M.Sc. (Eng. Physics), Royal Institute of Technology, Stockholm, M.Sc. (Econ), Stockholm School of Economics.
Background:
Management Consultant, Director, McKinsey & Company Inc., Managing Director and CEO, Teleca AB, XLENT Consulting Group, own business Dag Sundström Consulting AB, InterPares Management Consultants.
Directorships:
Raoul Wallenbergskolorna AB, DS Holding AB, Dedicare AB.
Shareholding: 3,000
Anna Söderblom Born 1963 Board Member since 2013.
Education: Mathematics graduate, Lund University, PhD (Econ), Stockholm School of Economics.
Background:
Researcher and tutor at Stockholm School of Economics. Formerly Marketing Director at Microsoft Nordic and Posten Brev, and Investment Manager at Industrifonden.
Directorships:
Chair of Advenica AB. Board mebmer of Almi Företagspartner AB, BTS Group AB, Excanto AB and Länsförsäkringar Liv Försäkringsaktiebolag.
Shareholding: 15,000
SWEDISH MANAGEMENT TEAM
Morten Werner CEO of Poolia AB, Managing Director of Poolia Sweden Born 1949 Employed at Poolia since 2014.
Education: MBA, University of Southern California.
Background:
Managing Director of Hasselfors Garden, Pandora Management, Orasolv and Feelgood Svenska, Managerial positions at GE Capital.
Shareholding: 200,000 and 200,000 through insurance.
Charlotte Järeby Hellman Deputy Managing Director Born 1973 Employed at Poolia since 2001.
Education: Service Management programme, Gothenburg University.
Background: Account Manager Manpower Nyckelkunder, Sales Manager Provobis Frimurarehollet, Linkoping.
Shareholding: 0
Fredrik Johansson CFO Born 1981 Employed at Poolia since 2017.
Education: Master's degree in Economics, specialising in Business Administration, Uppsala University.
Background: CFO Wasa Kredit AB, Audit Senior at Deloitte AB.
Shareholding: 0
Anna Svanberg Deputy Managing Director Born 1966 Employed at Poolia since 2015.
Education: B.A. in Information Science, Political Science, Psychology, Uppsala University.
Background: Business Area Manager, Sales Manager, Regional Manager Manpower, Consultant Patos Konsult AB, CEO Proffice Care.
Shareholding: 0
Daniel Krüger HR Manager Born 1973 Employed at Poolia since 2017.
Education: Behavioural scientist, B.A. Psychology, university studies in business administration, philosophy, literary science and modern Swedish
Background: Management consultant, Partner for Enhancer Consulting and HR Manager & Head of Organisation & Human Capital Development at Lernia.
Shareholding: 0
Fredrik Mohlin
Sales Director, Sweden Born 1976 Employed at Poolia since 2015.
Education: B.Sc. (Econ), Lund University.
Background: Sales Manager at Proffice Finance and Life Science, CEO Joblink and Poolia Malmö.
Shareholding: 3,845
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Amounts in SEK 000 | Note | 2017 | 2016 |
|---|---|---|---|
| Operating income | 6 | 771,480 | 784,751 |
| Operating expenses | |||
| Other expenses | 9 | -57,857 | -61,290 |
| Staff costs | 8 | -688,806 | -696,768 |
| Depreciation and amortisation of assets |
15, 16 | -2,634 | -3,655 |
| Operating profit | 7 | 22,183 | 23,038 |
| PROFIT/LOSS FROM FINANCIAL INVESTMENTS | |||
| Interest and similar income | 11 | 146 | 106 |
| Interest and similar expense | 12 | -1,842 | -2,591 |
| Profit/loss after financial items | 20,487 | 20,553 | |
| Tax expense | 13 | -7,829 | -6,803 |
| Profit/loss for the year from continuing operations | 12,658 | 13,750 | |
| DISCONTINUED OPERATIONS | |||
| Profit/loss for the year from discontinued operations | 25 | 462 | -2,058 |
| Profit/loss for the year | 13,120 | 11,692 | |
| OTHER COMPREHENSIVE INCOME | |||
| Items that may be reclassified to profit or loss | |||
| Translation differences | 4 | 3,899 | 2,951 |
| Comprehensive income for the year | 17,019 | 14,643 | |
| PROFIT/LOSS FOR THE YEAR ATTRIBUTABLE TO: | |||
| Shareholders of the Parent | 13,120 | 11,692 | |
| Non-controlling interests | 0 | 0 | |
| Basic and diluted earnings per share from continuing and discontinued operations, SEK |
21 | 0.77 | 0.68 |
| Basic and diluted earnings per share from continuing operations, SEK |
0.74 | 0.80 | |
| COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO: | |||
| Shareholders of the Parent | 17,019 | 14,643 | |
| Non-controlling interests | 0 | 0 |
CONSOLIDATED BALANCE SHEET
| Amounts in SEK 000 | Note | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 14 | 18,825 | 18,689 |
| Other intangible assets | 15 | 6,106 | 4,172 |
| Property, plant and equipment | 16 | 783 | 944 |
| Deferred tax assets | 13 | 10,355 | 11,195 |
| Total non-current assets | 36,069 | 35,000 | |
| Current assets | |||
| Trade receivables | 18, 24 | 113,830 | 115,409 |
| Current tax receivables | 8,404 | 7,026 | |
| Other receivables | 489 | 280 | |
| Prepayments and accrued income | 19 | 51,274 | 51,613 |
| Cash and cash equivalents | 24, 26 | 42,836 | 36,631 |
| Total current assets | 216,833 | 210,959 | |
| Total assets | 252,902 | 245,959 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 20 | 3,424 | 3,424 |
| Other paid-in capital | 187,658 | 187,658 | |
| Provisions | -1,798 | -5,697 | |
| Retained earnings | -100,966 | -103,813 | |
| Non-controlling interests | 9 | 9 | |
| Total equity | 88,327 | 81,581 | |
| Current liabilities | |||
| Current liabilities to credit institutions | 22 | 20,441 | 14,163 |
| Trade payables | 24 | 24,232 | 16,538 |
| Other liabilities | 44,631 | 49,761 | |
| Accruals and deferred income | 23 | 75,271 | 83,916 |
| Total current liabilities | 164,575 | 164,378 | |
| Total equity and liabilities | 252,902 | 245,959 |
GROUP
CONSOLIDATED CASH FLOW STATEMENT
| Amounts in SEK 000 | Note | 2017 | 2016 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Profit/loss after financial items | 20,487 | 20,553 | |
| NON-CASH ITEMS | |||
| Depreciation, amortisation and impairment charges in the income statement | 2,634 | 3,655 | |
| Exchange gains/losses | 1,180 | 2,025 | |
| Income tax paid | -4,652 | -6,426 | |
| Cash flow from operating activities before changes in working capital | 19,649 | 19,807 | |
| Changes in working capital | |||
| Increase (-)/decrease (+) in current receivables | 2,772 | -966 | |
| Increase (+)/decrease (-) in current liabilities | -8,545 | -5,604 | |
| Cash flow from operating activities, continuing operations | 13,876 | 13,237 | |
| Cash flow from operating activities, discontinued operations | – | -765 | |
| INVESTING ACTIVITIES | |||
| Acquisition of equipment | -608 | -396 | |
| Acquisition of intangible assets | -4,295 | -977 | |
| Cash flow from investing activities, continuing operations | -4,903 | -1,373 | |
| Cash flow from investing activities, discontinued operations | – | – | |
| FINANCING ACTIVITIES | |||
| Borrowings/Repayment of borrowings from credit institutions | 6,278 | 12,289 | |
| Dividends to shareholders | -10,273 | -8,561 | |
| Cash flow from financing activities, continuing operations | -3,995 | 3,728 | |
| Cash flow from financing activities, discontinued operations | – | – | |
| Cash flow for the year, continuing operations | 4,978 | 15,592 | |
| Cash flow for the year, discontinued operations | 25 | - | -765 |
| Cash and cash equivalents at beginning of year | 36,631 | 20,204 | |
| Exchange differences | 1,227 | 1,600 | |
| Cash and cash equivalents at end of year | 26 | 42,836 | 36,631 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| AMOUNTS IN SEK 000 | Share capital | Other paid-in capital |
Translation reserve |
Retained earnings |
Non-controlling interest |
Total equity |
|---|---|---|---|---|---|---|
| Opening balance, 1 Jan 2016 | 3,424 | 187,658 | -8,648 | -106,944 | 9 | 75,499 |
| Comprehensive income | ||||||
| Profit/loss for the year | 11,692 | 0 | 11,692 | |||
| Other comprehensive income | ||||||
| Items that will be reclassified to the income statement | ||||||
| Translation differences | 2,951 | – | 2,951 | |||
| Owner transactions | ||||||
| Dividend to shareholders | -8,561 | -8,561 | ||||
| Closing balance, 31 Dec 2016 | 3,424 | 187,658 | -5,697 | -103,813 | 9 | 81,581 |
| Comprehensive income | ||||||
| Profit/loss for the year | 13,120 | 0 | 13,120 | |||
| Other comprehensive income | – | – | ||||
| Items that will be reclassified to the income statement | ||||||
| Translation differences | 3,899 | – | 3,899 | |||
| Owner transactions | ||||||
| Dividend to shareholders | -10,273 | -10,273 | ||||
| Closing balance, 31 Dec 2017 | 3,424 | 187,658 | -1,798 | -100,966 | 9 | 88,327 |
The Group's accumulated translation differences recognised directly in equity totalled -1,798 (-5,697).
STATEMENT OF COMPREHENSIVE INCOME, PARENT COMPANY
| Amounts in SEK 000 | Note | 2017 | 2016 |
|---|---|---|---|
| Operating income | 12,905 | 16,767 | |
| Operating expenses | |||
| Other external expenses | 9 | -2,850 | -8,482 |
| Staff costs | 8 | -12,121 | -10,264 |
| Depreciation and amortisation of assets | 15, 16 | -579 | -719 |
| Operating profit | -2,645 | -2,698 | |
| Profit/loss from financial investments | |||
| Profit/loss from investments in Group companies | 10 | 56,143 | 5,740 |
| Interest and similar income | 11 | - | 80 |
| Interest and similar expense | 12 | -1,960 | -2,886 |
| Profit/loss after financial items | 51,538 | 236 | |
| Group contributions received | 5,030 | 8,560 | |
| Tax expense | 13 | -131 | -571 |
| Profit/loss for the year | 56,437 | 8,225 | |
| Other comprehensive income | |||
| Other comprehensive income | – | – | |
| Comprehensive income for the year | 56,437 | 8,225 |
BALANCE SHEET, PARENT COMPANY
| Amounts in SEK 000 | Note | 31/12/2017 | 31/12/2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Intangible assets | |||
| Other intangible assets | 15 | 1,061 | 761 |
| Total intangible assets | 1,061 | 761 | |
| Property, plant and equipment | |||
| Equipment | 16 | 0 | 0 |
| Total property, plant and equipment | 0 | 0 | |
| Financial assets | |||
| Investments in Group companies | 17, 28 | 23,588 | 23,588 |
| Deferred tax assets | 13 | 2,986 | 3,117 |
| Total financial assets | 26,574 | 26,705 | |
| CURRENT ASSETS | |||
| Current receivables | |||
| Receivables from Group companies | 59,162 | 51,636 | |
| Other receivables | 2,451 | 432 | |
| Prepayments and accrued income | 19 | 75 | 135 |
| Total current receivables | 61,688 | 52,203 | |
| Cash and cash equivalents | – | – | |
| Total assets | 89,323 | 79,669 | |
| EQUITY AND LIABILITIES Equity |
|||
| Restricted equity | |||
| Share capital Total restricted equity |
20 | 3,424 3,424 |
3,424 3,424 |
| Unrestricted equity | |||
| Retained earnings | 3,648 | 5,696 | |
| Profit/loss for the year | 56,437 | 8,225 | |
| Total unrestricted equity | 60,085 | 13,921 | |
| Total equity | 63,509 | 17,345 | |
| Current liabilities | |||
| Trade payables | 261 | 289 | |
| Liabilities to Group companies | 722 | 44,623 | |
| Current liabilities to credit institutions | 22, 24 | 20,441 | 14,163 |
| Other liabilities | 1,262 | 976 | |
| Accruals and deferred income | 23 | 3,128 | 2,273 |
| Total current liabilities | 25,814 | 62,324 | |
| Total equity and liabilities | 89,323 | 79,669 |
CASH FLOW STATEMENT, PARENT COMPANY
| Amounts in SEK 000 | Note | 2017 | 2016 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Profit/loss after financial items | 51,538 | 236 | |
| NON-CASH ITEMS | |||
| Depreciation, amortisation and impairment charges in the income statement | 579 | 719 | |
| Financial items | 1,182 | -145 | |
| Dividend from shares in subsidiaries | -56,143 | – | |
| Cash flow from operating activities before changes in working capital | -2,844 | 810 | |
| Changes in working capital | |||
| Increase (-)/decrease (+) in current receivables | -4,970 | -13,301 | |
| Increase (+)/decrease (-) in current liabilities | 7,658 | 706 | |
| Cash flow from operating activities | -156 | -11,785 | |
| INVESTING ACTIVITIES | |||
| Acquisition of intangible assets | -879 | -503 | |
| Cash flow from investing activities | -879 | -503 | |
| FINANCING ACTIVITIES | |||
| Borrowings/Repayment of borrowings from credit institutions | 26 | 6,278 | 12,289 |
| Dividends to shareholders | -10,273 | -8,561 | |
| Group contributions received | 5,030 | 8,560 | |
| Cash flow from financing activities | 1,035 | 12,288 | |
| Cash flow for the year | 0 | 0 | |
| Cash and cash equivalents at beginning of year | – | – | |
| Cash and cash equivalents at end of year | 26 | – | – |
STATEMENT OF CHANGES IN EQUITY, PARENT COMPANY
| AMOUNTS IN SEK 000 | Share capital | Retained earnings | Profit/loss for the year | Total |
|---|---|---|---|---|
| Closing balance, 31 Dec 2015 | 3,424 | 15,785 | -1,528 | 17,681 |
| Profit/loss for previous year brought forward |
-1,528 | 1,528 | 0 | |
| Comprehensive income | ||||
| Profit/loss for the year | 8,225 | 8,225 | ||
| Other comprehensive income | – | – | – | |
| Owner transactions | ||||
| Dividend to shareholders | -8,561 | – | -8,561 | |
| Closing balance, 31 Dec 2016 | 3,424 | 5,696 | 8,225 | 17,345 |
| Profit/loss for previous year brought forward | 8,225 | -8,225 | 0 | |
| Comprehensive income | ||||
| Profit/loss for the year | 56,437 | 56,437 | ||
| Other comprehensive income | – | – | – | |
| Owner transactions | ||||
| Dividend to shareholders | -10,273 | – | -10,273 | |
| Closing balance, 31 Dec 2017 | 3,424 | 3,648 | 56,437 | 63,509 |
NOTES
All amounts are in SEK thousands unless otherwise specified.
NOTE 1 GENERAL INFORMATION
The Board of Directors approved the consolidated financial statements for publication on 4 April 2018, and they will be presented for adoption at the Parent Company's Annual General Meeting on 25 April 2018.
NOTE 2 ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union. The Group also applies RFR 1 Supplementary Accounting Rules for Groups, which specifies additional disclosures to IFRS that are required under the Swedish Annual Accounts Act. The Parent Company's annual financial statements have been prepared in accordance with the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities.
New and amended standards
The International Accounting Standards Board (IASB) has published certain new and amended standards that have come into force and are applicable for the 2017 financial year.
Amendments to IAS 7 Statement of Cash Flows
The amendments contain additional disclosure requirements to clarify changes in liabilities for which the cash flow is reported under financing activities. The Group has applied the amendments for the first time in the 2017 annual report. A reconciliation between opening and closing balances for these items can be found in note 26. Comparative information for periods prior to 2017 has not been provided.
New and amended standards effective on 1 January 2017 have not otherwise had an impact on the Group's financial statements.
New and amended standards and interpretations that have been issued but are effective for annual periods beginning after 1 January 2018 have not yet been applied by the Group.
IFRS 15
IFRS 15 Revenue from Contracts with Customers replaces existing standards related to revenue recognition with effect from 2018. The Company will apply IFRS 15 with full retrospective application. This means that the revenue is reported when the client obtains control of the sold service and can use and benefit from the service, and the effect of the change is reported as an adjustment of retained earnings at 1 January 2017. During the current year, the Company has conducted a Group-wide review of Poolia's revenue streams to assess the impact of IFRS 15. The main conclusions from this review are described below.
Permanent placement services:
Under IFRS 15, a customer obtains control of an asset (goods
or service) when the customer is able to control the use of the asset and obtains all future benefits from it. Under previous principles, Poolia recognised revenue related to permanent placement services as different parts of the placement process were implemented.
Under IFRS 15, the permanent placement service is seen as one entire performance obligation that is to be recognised at one point in time. This means that Poolia will recognise the revenue at a later date than under the current principles. Poolia plans to apply IFRS 15 retrospectively using the fully retrospective approach. The total effect of the new method on the Group's revenue for 2017 has been calculated at approx. SEK 0.1 million (opening equity SEK +2.3 million and closing equity SEK -2.2 million). As the effect on reported revenue for 2017 is negligible, Poolia will apply the practical application rule which means that the effect will not be allocated between quarters.
Temporary staffing services:
Poolia's analysis of staffing services has been conducted according to the five-step model in IFRS 15. It is management's assessment that the introduction of IFRS 15 will not affect Poolia's financial reporting of staffing services significantly beyond increased disclosure requirements.
IFRS 9
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement with effect from 2018. IFRS 9 contains new principles for classification and measurement of financial assets, and new rules on impairment testing of financial assets. The effect of IFRS 9 will be reported as an adjustment of retained earnings at 1 January 2018. The effect for the Company is not material.
IFRS 16
IFRS 16 Leases was issued on 13 January 2016 and will replace IAS 17 Leases. IFRS 16 introduces a right of use model and requires the lessee to recognise virtually all leases in the balance sheet, with no classification into operating and financial leases. Leases with a lease term of 12 months or less and leases where the underlying asset has a low value are exempt from recognition. Depreciation of the asset and interest charges on the liability are recognised in the income statement. The standard contains more disclosure requirements than the current standard. For lessors, IFRS 16 does not involve any real differences compared with IAS 17. IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019 and earlier application is permitted provided IFRS 15 is applied at the same time. The Group has an ongoing project to analyse the effects of IFRS 16.
In addition to the above, the new and revised IFRSs and interpretations adopted by the IASB but not yet effective are not expected to have any significant impact on the financial statements.
Basis of consolidation
The consolidated financial statements include Poolia AB (publ) and all subsidiaries. Information on the Group's composition can be found in note 17. The Group does not have any significant non-controlling interests. Subsidiaries are entities over which the Group has control. Control exists when the Group has exposure or rights to variable returns from its holding in an entity and the ability to affect those returns through power over the entity. A subsidiary is a company in which the Group owns or controls more than half of the voting rights. Subsidiaries are consolidated from the date on which control is transferred to the Group until the date on which control ceases.
Subsidiaries are accounted for using the acquisition method. Identifiable assets acquired and liabilities and contingent liabilities assumed are measured at their acquisition date fair value. The acquisition date purchase consideration also includes assets and liabilities arising from any contingent consideration agreement. All acquisition-related costs are recognised in the income statement as incurred. If the cost of the acquired shares exceeds the total fair value of identifiable assets acquired and liabilities assumed, the difference is reported as goodwill. If the cost is less than the fair value calculated as above, the difference is recognised immediately in the income statement.
Non-controlling interests are initially measured as the minority's proportionate share of the fair value of the net assets. These interests are recognised in the consolidated financial statements as a component of equity, separately from the Parent Company's equity. Items relating to non-controlling interests are included in the consolidated statement of comprehensive income and reported separately from the Parent Company's income and comprehensive income as a proportion of these results for the period.
Changes in the Parent Company's interest in a subsidiary that do not result in a loss of control are reported as equity transactions (i.e., owner transactions). Any difference between the amount by which non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and classified as attributable to owners of the Parent.
All intra-Group transactions and balances are eliminated on consolidation.
Segment reporting
The Poolia Group's segment information is be presented using a management approach, and operating segments are identified on the basis of internal reporting to the Company's chief operating decision-maker. The Group has identified the Parent Company's Managing Director, the CEO, as its chief operating decision maker, and the internal reporting system, which is used by the CEO to review operating results and make decisions about the allocation of resources, is the basis for the segment information presented. Poolia's segment reporting format is geographical regions. Poolia's geographical segments are Sweden, Finland and Germany. Poolia UK is reported under discontinued operations.
All of the segments use the same accounting policies as those applied by the Group.
Revenue recognition
a. Sale of services
Operating income includes the sale of services in the areas of Temporary staffing and Permanent placement. Revenues are recognised in the accounting period in which the services are rendered.
b. Interest income
Interest income is distributed over the term of the interest-bearing investment using the effective interest method.
c. Dividend income
Dividend income is recognised when the right to receive payment is established.
Leases
A finance lease is an agreement that transfers from the lessor to the lessee substantially all the risks and rewards incident to ownership of an asset. All other leases are classified as operating leases.
The Group as lessee
Assets held under finance leases are reported under non-current assets in the consolidated balance sheet, and are recognised at the commencement of the lease term at the lower of the fair value of the asset and the present value of the minimum lease payments. The equivalent liability is reported as a liability to the lessor in the balance sheet. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated during the lease term in such a way as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The depreciation policy for assets held under financial leases is consistent with that for owned assets. If there is no reasonable certainty that Poolia will take over the asset at the end of the lease the asset is depreciated over the shorter of the lease term or the life of the asset.
For operating leases, the lease payments are recognised as an expense on a systematic basis over the lease term. At present, the Group only has operating leases.
Employee benefits
Employee benefits (wages, paid holidays, paid sick leave etc.) and pensions are recognised as they are earned. Pensions and other post-employment benefits are classified as defined-contribution or defined-benefit plans.
Defined-contribution plans
In the case of defined-contribution plans, the Company pays fixed contributions into a separate independent legal entity and has no obligation to pay further contributions. The costs are recognised in the consolidated income statement as the benefits are earned, which is normally the date on which the premium is paid.
Defined-benefit plans
The only defined-benefit plan in the Group is an ITP plan insured with Alecta. This is a multi-employer plan and is classified a defined-benefit pension plan under IAS 19. However, as Alecta has not been able to provide sufficient information to enable the ITP plan to be reported as a defined-benefit plan, it is reported as a defined-contribution plan.
In Finland there is a statutory old-age and invalidity pension scheme regulated by the Occupational Pension Act which covers all Finnish companies. The pension obligation under the Occupational Pension Act is reported according to the rules for defined-contribution plans, which means that premiums paid are recognised as an expense as the contributions are paid and the benefits are earned.
Foreign currency
Foreign currency transactions in Group entities are reported in the entity's functional currency using the exchange rate prevailing at the transaction date. Foreign currency monetary assets and liabilities are translated at the closing rate on the reporting date. Exchange differences arising on translation are included in net income for the period. Exchange differences on non-current intra-group loans are recognised directly in equity, as this type of balance is not intended to be settled.
When preparing consolidated financial statements, the balance sheets of the Group's foreign operations are translated from their functional currency into Swedish kronor using the closing rate on the reporting date. Income statements are translated using the average rate for the period and any translation differences are recognised in the translation reserve in equity. On disposal of a foreign operation, the cumulative translation difference for that foreign operation is reclassified as part of the gain or loss on disposal. Goodwill and fair value adjustments attributable to the acquisition of an operation with a functional currency other than SEK are accounted for as assets and liabilities in the currency of the acquiree and are translated using the closing rate on the reporting date.
Intangible assets Goodwill
Goodwill is the amount by which the cost of acquisition exceeds the fair value of the Group's share of the acquired subsidiary's net identifiable assets on the date of acquisition. If the fair value of assets acquired, liabilities assumed and contingent liabilities exceeds the cost of acquisition, the surplus is recognised directly as income in the income statement.
Goodwill has an indefinite useful life and is recognised at cost less accumulated impairment. On disposal of an operation, the residual portion of goodwill attributable to the operation is
included in the calculation of the gain or loss on disposal.
Other intangible assets
Other intangible assets, primarily customer relationships and new investments and improvements to administrative systems, are carried at cost less accumulated amortisation and impairment losses. Internally generated intangible assets are only recognised as assets if an identifiable asset has been created, it is likely that the asset will generate future economic benefits and the cost of developing the asset can be measured reliably. If the asset does not qualify for recognition as an internally generated asset in the balance sheet, development expenditure is recognised as an expense in the period in which it is incurred.
Customer relationships are amortised over 5 years. Other intangible assets are amortised on a straight-line basis over their estimated useful life, which has been defined as 3–5 years. Regular adjustments to basic investments are normally written off directly as an IT expense, or are capitalised for up to 3 years.
Property, plant and equipment
Items of property, plant and equipment are recognised as assets in the balance sheet when it is probable that future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. Property, plant and equipment, mainly equipment and computers, is recognised at cost less accumulated depreciation and impairment losses. Items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful life.
The following percentages have been applied: Equipment and computers: 20-33%.
Impairment
On each reporting date, an assessment is made to determine whether there is any indication of impairment of the Group's assets. If this is the case, the asset's recoverable amount is calculated. Goodwill is allocated to cash-generating units and is subject to annual impairment testing, along with intangible assets with indefinite useful lives and intangible assets not yet available for use, whether or not there is any indication of impairment. However, impairment testing is carried out more frequently if there are indications that an asset may be impaired. The recoverable amount is the higher of an asset's value in use and the amount that would be received if it were sold to an independent party (the net selling price).
The value in use is the present value of future cash inflows and outflows attributable to the asset during the period when it is expected to be used in the business, plus the present value of the net selling price at the end of its useful life. If the calculated recoverable amount is less than the carrying amount, the asset is written down to its recoverable amount and an impairment loss is recognised in the income statement. Impairment losses are reversed if there has been a change in the assumptions on which the original impairment was based or if the impairment
no longer exists. An impairment loss is reversed only to the extent that it does not increase the carrying amount to more than what the depreciated historical cost would have been if the impairment had not been recognised. Reversals of impairment are recognised in the income statement. Goodwill impairment is not reversed.
Taxes
The Group's total income tax consists of current tax and deferred tax. Current tax is the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the current year and any adjustments relating to prior years. Deferred tax is recognised for differences between the carrying amounts of the Company's assets and liabilities and their corresponding tax bases. Deferred tax is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for essentially all taxable temporary differences, while deferred tax assets are recognised to the extent that it is probable that the amounts can be utilised against future taxable profit.
The carrying amount of a deferred tax asset is reviewed at each reporting date and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the deferred tax asset to be utilised fully or partly.
Deferred tax is calculated using the tax rates that are expected to apply in the period when the carrying amount of the asset or liability is recovered or settled. Deferred tax is reported as income or expense in the income statement, except when it relates to transactions or events that have been recognised directly in equity, in which case, the deferred tax is also recognised directly in equity.
Deferred tax assets and deferred tax liabilities are offset when they are attributable to the same tax authority and the Group intends to settle on a net basis.
Provisions
A provision is recognised in the balance sheet when the Company has an obligation, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each reporting date
Financial instruments
A financial asset or liability is recognised in the balance sheet when the Company becomes a party to the contractual provisions of the instrument. A financial asset is derecognised when the rights to the cash flows from the financial asset are realised, expire or the Company loses control of them. A financial liability is derecognised when the contractual obligation is discharged or extinguished in some other way.
Acquisitions and disposals of financial assets are recognised on the trade date except when the Company acquires or disposes of listed securities, in which case settlement date accounting is applied instead. Financial instruments are recognised at amortised cost or fair value, depending on their initial classification under IAS 39.
At each reporting date, the Company assesses whether there is objective evidence that a financial asset or group of financial assets is impaired.
Fair value measurement of financial instruments
Official quoted market prices on the reporting date are used to measure the fair value of current investments and borrowings. If a market for a financial instrument is not available, the fair value is established by using generally accepted methods such as discounting future cash flows to the quoted market rate for each period. Translation to SEK is conducted at the exchange rate quoted on the reporting date.
Offsetting financial assets and liabilities
Financial assets and a financial liabilities may be offset and the net amount presented in the balance sheet if the Company has a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Cash and cash equivalents
Cash and cash equivalents consist of cash balances with financial institutions and short-term deposits with an original maturity of 3 months or less, which are subject to an insignificant risk of changes in value.
Cash and cash equivalents are recognised at their nominal amounts.
Short-term investments
Short-term investments are measured at amortised cost.
Trade receivables
Trade receivables are classified as "Loans and receivables", and as such are measured at amortised cost. As the expected maturity is short, the value is recognised at a nominal amount without discounting. Doubtful debts are individually assessed and a provision is recognised in the balance sheet based on the recoverable amount. Any impairment is reported under operating expenses.
Other receivables
Other receivables are receivables that arise when the Company provides money without any intention of trading the receivable. If the expected holding period is less than 12 months they are reported as other current receivables. These receivables are classified as "Loans and receivables" under IAS 39. Assets in this category are carried at amortised cost.
Derivative instruments
Poolia did not have any derivative instruments in 2017 and 2016.
Liabilities
Poolia's amounts due to credit institutions, trade payables and other liabilities are classified as Other liabilities and are measured at amortised cost. Any borrowing costs are recognised in profit or loss over the term of the loan using the effective interest method. Non-current liabilities are due for settlement more than 12 months after the reporting date, while current liabilities are due within 12 months of the reporting date As trade payables are expected to be of short duration, the liability is recognised at a nominal amount without discounting.
The Parent Company's accounting policies
The Parent Company's annual financial statements have been prepared in accordance with the Swedish Annual Accounts Act, RFR 2 Accounting for Legal Entities and applicable statements from the Swedish Financial Reporting Board. RFR 2 requires the Parent Company, as a legal entity, to prepare its annual financial statements in compliance with all IFRS standards and IFRIC interpretations endorsed by the EU, to the extent possible within the framework of the Swedish Annual Accounts Act and the Pension Obligations Vesting Act, taking into account the relationship between tax expense (income) and accounting profit.
The recommendation also specifies exceptions from and additions to IFRS. The amendments to RFR 2 Accounting for Legal Entities, effective for the financial year 2017, have not had any material effect on the Parent Company's financial reports. The amendments effective from 1 January 2018 are also not expected to have any material effect. The Parent Company's financial reporting is consistent with the Group's accounting policies, except as stated below.
Taxes
Swedish tax laws allow transfers to special reserves and funds. This means that companies can, within certain limits, allocate and retain reported profits in the business without such profits being subject to immediate taxation. Untaxed reserves are not taxed until they are reversed. Should the business incur a loss, the untaxed reserves may be used to cover the loss without being taxed.
Accumulated accelerated depreciation
Tax depreciation allowances are calculated in accordance with current tax legislation. Accelerated tax depreciation allowances are regarded as accelerated depreciation and reported as an untaxed reserve. Changes in this reserve are recognised as an appropriation in the income statement.
Group contributions
Group contributions received are accounted for in the same way as ordinary dividends and are therefore reported under finance income.
NOTE 3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
Accounting estimates and judgements are evaluated regularly. They are largely based on historical experience and other factors, including expectations about future events that are considered reasonable in the present circumstances.
Poolia makes judgements and assumptions concerning the future. These result in accounting estimates, which, by definition, rarely correspond with the actual outcome. Estimates and assumptions that involve considerable risk of material adjustments to the carrying amounts of assets and liabilities during the next financial year are described below.
a. Goodwill impairment testing
Poolia conducts annual goodwill impairment testing, in accordance with the accounting policy described in note 2. However, impairment testing is carried out more frequently if there are indications of impairment during the year. The recoverable amounts for cash-generating units have been determined by calculating the value in use. These calculations require certain estimates to be made. Further information and a sensitivity analysis can be found in note 14.
b. Income taxes
Poolia has a total of SEK 10.4 (11.2) million in recognised deferred tax assets arising mainly from historical tax losses in the business. These tax assets represent 84% (85%) of the total potential tax that can be recovered when operations generate taxable profits. The tax assets are calculated according to current tax legislation in the countries concerned and the expected development of taxable profit for the different countries. If future taxable profit is lower than management's estimate at 31 December 2017, this may mean that the tax assets have a lower value than the figure now reported.
Conversely, if it is higher, the actual tax assets could exceed the reported figure.
NOTE 4 FINANCIAL RISK MANAGEMENT
Poolia is exposed to various types of financial risks. The Company's overall policy for financial risk management is to minimise the negative effects of market fluctuations on the Group's earnings at all times.
The Group's financial policy is established annually by the Board and regulates how financial risks are managed and what financial instruments may be used.
Currency risk
Currency risk is the risk of the Group's earnings and equity being adversely affected by exchange rate movements. Poolia's currency exposure arises from intra-group financing and the translation of foreign subsidiaries' balance sheets and income statements to Swedish kronor (translation exposure).
The translation exposure concerns translation from EUR, GBP and DKK. The financial policy states that translation exposure shall not be hedged. Translation of foreign subsidiaries had a positive effect of 3,899 (2,951) on consolidated equity in 2017.
Poolia does not have any other currency exposure at present.
CURRENCY EFFECTS IN THE CONSOLIDATED INCOME STATEMENT 2017 (2016) SEK MILLIONS
| Currency | Net sales | Operating profit | Net profit/loss |
|---|---|---|---|
| EUR | 4.0 (2.8) | 0.3 (0.2) | 0.1 (0.2) |
| Total | 4.0 (2.8) | 0.3 (0.2) | 0.1 (0.2) |
TRANSLATION EXPOSURE IN THE CONSOLIDATED BALANCE SHEET, NET OF ANY TAX EFFECTS 2017 (2016) SEK MILLIONS
| Currency | Net Investment | Effect on equity of 1% change |
|---|---|---|
| EUR | 99.1 (89.5) | 1.0 (0.9) |
| DKK | 2.4 (1.6) | 0.0 (0.2) |
| GBP | 0.0 (-16.6) | 0.0 (0.2) |
Interest rate risk
Interest rate risk is the risk that the Group's net interest income will be adversely affected by changes in market interest rates. The Group's interest rate risk exposure was insignificant at the reporting date. Poolia does not have any significant holdings of interest-bearing financial liabilities. The Group has an overdraft facility of SEK 40 (40) million, SEK 20.4 (14.2) million of which had been utilised at the reporting date. Interest-bearing financial assets consist primarily of unrestricted bank funds. A one percentage point change in market interest rates would affect all of the Group's interest-bearing assets and liabilities. The impact on earnings would be SEK 0.2 million.
Credit and counterparty risk
Credit and counterparty risk is the risk that the counterparty to a transaction will be unable to discharge its obligations, thereby causing the Group to incur a loss. The Group is exposed to credit and counterparty risk when excess liquidity is invested in financial assets. In order to limit counterparty risk, only counterparties with a high credit rating in accordance with the financial policy are accepted. There were no derivative instruments in 2017 and 2016.
Commercial credit risk within the Group is minimal as there is no significant credit risk concentration in respect of a particular client, counterparty or geographical region. The maximum credit risk corresponds to the carrying amount of Poolia financial assets.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in obtaining funds to meet its obligations associated with financial instruments. At present, Poolia's cash and cash equivalents are placed in accounts or short-term deposits with banks. The Group currently has no need of refinancing. See the maturity analysis in note 24 .
NOTE 5 INTRA-GROUP PURCHASES AND SALES
The Parent Company's net sales comprise the provision of services to subsidiaries. Purchases from other Group companies account for 28.6% (11.8%) of the Parent Company's other external expenses.
NOTE 6 OPERATING INCOME
OPERATING INCOME BY SERVICE AREA SEK millions Change Share %
| Group | 2017 | 2016 | % | 2017 | 2016 |
|---|---|---|---|---|---|
| Temporary staffing | 673.1 | 687.3 | -2.1 | 87 | 88 |
| Permanent placement | 98.4 | 97.4 | 1 | 13 | 12 |
| Total | 771.5 | 784.7 | -1.7 | 100 | 100 |
NOTE 7 SEGMENT INFORMATION
Poolia's segment reporting is based on internal reporting, which means that the segment reporting format is geographical regions. Poolia's geographical segments are Sweden, Finland and Germany. Poolia UK, which was part of the segment Poolia Sweden, is reported under discontinued operations. Poolia UK's operations were divested on 28 February 2014. The only costs
then remaining in the companies were administrative expenses and a tax provision for the gain on the sale of the operations. The two companies were dissolved on 26 September 2017. No single customer accounts for more than 10% of total Group revenues.
| CONTINUING OPERATIONS | DISCONTINUED OPERATIONS | |||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | Sweden | Finland | Germany | Group wide |
Total | UK | Elimination | Group |
| Operating income | ||||||||
| Temporary staffing | 460,124 | 35,660 | 177,279 | 673,063 | 673,063 | |||
| Permanent placement | 74,564 | 3,507 | 20,346 | 98,417 | 98,417 | |||
| Total operating income | 534,688 | 39,167 | 197,625 | – | 771,480 | – | – | 771,480 |
| Operating profit | 7,976 | 1,316 | 12,891 | 22,183 | -626 | 21,557 | ||
| Finance income | 146 | |||||||
| Finance costs | -1,842 | |||||||
| Tax expense | -6,741 | |||||||
| Profit/loss for the year | 13,120 | |||||||
| Assets | 134,434 | 17,107 | 111,785 | 62,271 | 325,597 | -72,695 | 252,902 |
| Liabilities | -131,606 | -9,524 | -24,683 | -71,457 | -237,270 | 72,695 | -164,575 |
|---|---|---|---|---|---|---|---|
| Investments | 4,473 | 45 | 385 | 4,903 | 4,903 | ||
| Depreciation/amortisation and impairment |
-2,354 | -39 | -241 | -2,634 | -2,634 |
| CONTINUING OPERATIONS | DISCONTINUED OPERATIONS | |||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | Sweden | Finland | Germany | Group wide |
Total | UK | Elimination | Group |
| Operating income | ||||||||
| Temporary staffing | 480,732 | 38,110 | 168,497 | 687,339 | 687,339 | |||
| Permanent placement | 71,996 | 3,777 | 21,639 | 97,412 | 97,412 | |||
| Total operating income | 552,728 | 41,887 | 190,136 | – | 784,751 | – | – | 784,751 |
| Operating profit | 5,148 | 949 | 16,941 | 23,038 | -765 | 22,273 | ||
| Finance income | 106 | |||||||
| Finance costs | -2,741 | |||||||
| Tax expense | -7,946 | |||||||
| Profit/loss for the year | 11,692 | |||||||
| Assets | 135,798 | 20,200 | 108,468 | -25,704 | 238,762 | 7,197 | 245,959 | |
| Liabilities | -115,536 | -8,413 | -28,617 | -1,922 | -154,488 | -13,384 | 3,494 | -164,378 |
| Investments | 1,011 | 163 | 199 | 1,373 | 1,373 | |||
| Depreciation/amortisation and impairment |
-3,379 | -49 | -227 | -3,655 | -3,655 |
NOTE 8 PERSONNEL
| Number of employees |
Of which male | |||
|---|---|---|---|---|
| Average number of employees |
2017 | 2016 | 2017 | 2016 |
| Parent | 7 | 7 | 3 | 3 |
| Subsidiaries | 1,260 | 1,462 | 466 | 499 |
| Group total | 1,267 | 1,469 | 469 | 502 |
| No. of employees |
Of which male | |||
| Geographical distribution |
2017 | 2016 | 2017 | 2016 |
| Sweden | 773 | 944 | 260 | 288 |
| Finland | 92 | 101 | 63 | 64 |
| Germany | 402 | 424 | 146 | 150 |
| Group total | 1,267 | 1,469 | 469 | 502 |
The Parent Company's Board of Directors consists of three men and two women. Other senior executives in the Group consisted of three men and two women in 2017.
| Senior executives1 | Other employees | |||
|---|---|---|---|---|
| Salaries and other benefits SEK 000 |
2017 | 2016 | 2017 | 2016 |
| Parent | 3,846 | 4,011 | 2,771 | 1,408 |
| Subsidiaries | 10,799 | 13,779 | 448,466 | 461,077 |
| Group total | 14,645 | 17,790 | 451,237 | 462,485 |
1) Includes current and former Board Members, current and former Managing Directors and other senior executives.
| Salaries and other benefits |
Social security contributions |
Pension costs |
||||
|---|---|---|---|---|---|---|
| Salaries and other benefits SEK 000 |
2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Parent | 6,617 | 5,419 | 1,806 | 2,159 | 1,507 | 1,495 |
| Subsidiaries | 459,265 474,856 121,951 126,184 | 31,930 | 33,627 | |||
| Group total | 465,882 480,275 123,757 128,343 | 33,437 | 35,122 |
The group Boards and Managing Directors accounts for SEK 2,955 (3,687) of the Group's pension costs.
Senior executives' employment conditions and remuneration The AGM in April 2017 adopted the Board's proposed guidelines for the remuneration of senior executives. The full Board served as a remuneration committee during the year. In accordance with the decision of the AGM, Parent Company Board fees are 185 per member. The Chairman of the Board Björn Örås receives 500. CEO Morten Werner is entitled to a fixed annual salary of 2,040. In addition, he is entitled to annual performance-based pay of up to 3,672. He has received 2,244 (2,244) in salary and a total of 41 (41) in holiday allowance and deductions for sick leave/leave of absence. Other senior executives consist of the Managing Directors of Poolia Germany and Poolia Finland, the CFO and the HR Director. The Managing Directors of the
foreign subsidiaries have a variable salary model based on their company's performance. Other senior executives of the Swedish companies have fixed salaries. With these pay models, the total salaries for other senior executives in 2017 could have been in the range of 5,126 to 6,336, plus holiday pay and deductions for sick leave/leave of absence. Other senior executives received a total of 5,571 (5,220). The Acting CFO did not receive fixed remuneration but worked on a consultancy basis.
The Managing Directors and other senior executives of the companies are entitled to 3 or 6 months' notice for voluntary termination of employment and 3, 6 or 12 months' notice for involuntary termination. There are no agreements on additional termination benefits for senior executives. Morten Werner is entitled to a contribution of 497 in pension and insurance premiums per year.
In 2017, the CEO had additional pension premiums of 243 under cost neutrality contracts for the Company concerning salaries and non-wage labour costs. Other senior executives are entitled to pension benefits largely in accordance with the regulations of collective agreements under the ITP plan. Some senior executives also have company cars. The value reported under Other benefits in the table below. The minimum retirement age for all senior executives is 65.
| Board | Born | Member since | Shareholding |
|---|---|---|---|
| Lennart Pihl | 1950 | 2013 | 10,000 B |
| Marika Skärvik | 1963 | 2015 | 500 B |
| Dag Sundström | 1955 | 2011 | 3,000 B |
| Anna Söderblom | 1963 | 2013 | 15,000 B |
| Björn Örås | 1949 | Founding | 4,023,815 A 3,251,445 B |
Pensions
The Group's pension plans are defined-contribution plans apart from in Sweden. For salaried employees in Sweden, the ITP 2 plan's defined-benefit retirement and family pension obligations are covered by insurance with Alecta. According to the Swedish Financial Reporting Board's statement UFR 10, Classification of ITP Plans Financed by Insurance in Alecta, this is a multi-employer defined-benefit pension plan.
The Company did not have access to sufficient information for the 2017 financial year to report its proportionate share of the plan's obligations, plan assets and costs, which meant that it was not possible to report the plan as a defined-benefit plan. Consequently, the ITP 2 pension plan insured through Alecta is reported as a defined-contribution plan. The premium for the defined-benefit retirement and family pension is calculated individually and is based on factors that include salary, previously earned pensions and the expected remaining period of service. Expected contributions in the next reporting period for ITP 2 insurance covered by Alecta are SEK 10.0 (10.0) million. The Group's share of the total contributions to the plan is 0.05762% (0.05858%), while its share of the total number of active members in the plan is 0.05304% (0.06353%).
| Senior executives 2017 SEK 000 | Salary/Board fee | Variable remuneration | Other benefits | Pension cost | Total |
|---|---|---|---|---|---|
| Chairman of the Board Björn Örås | 500 | 500 | |||
| Board member Anna Söderblom | 185 | 185 | |||
| Board member Marika Skärvik | 185 | 185 | |||
| Board member Lennart Pihl | 185 | 185 | |||
| Board member Dag Sundström | 185 | 185 | |||
| Board member Morten Werner | 2,081 | 204 | 740 | 3,025 | |
| Other senior executives (5 individuals) |
5,074 | 438 | 148 | 783 | 6,443 |
| Total | 8,395 | 642 | 148 | 1,523 | 10,708 |
| Senior executives 2016 SEK 000 | Salary/Board fee | Variable remuneration | Other benefits | Pension cost | Total |
| Chairman of the Board Björn Örås | 500 | 500 | |||
| Board member Anna Söderblom | 185 | 185 | |||
| Board member Marika Skärvik | 185 | 185 | |||
| Board member Lennart Pihl | 185 | 185 | |||
| Board member Dag Sundström | 185 | 185 | |||
| Board member Morten Werner | 2,081 | 204 | 724 | 3,009 | |
| Other senior executives (5 individuals) |
4,595 | 625 | 150 | 812 | 6,182 |
The collective consolidation level is the market value of Alecta's assets as a percentage of its insurance obligations calculated by reference to Alecta's actuarial methods and assumptions. This is not consistent with IAS 19. The collective consolidation level may normally vary between 125% and 155%, with a target level of 140%.
If Alecta's collective consolidation level falls below 125% or exceeds 155%, measures must be taken to create the right conditions for the level to return to the normal range. If the consolidation level is low, an appropriate measure could be to increase the agreed price for new insurance and extension of existing benefits. If the consolidation level is high, premium reductions could be introduced. At the end of 2017, Alecta's surplus, in the form of a collective consolidation level, was 154% (149%). Poolia AB has a pension obligation of 1,431 (1,431) to former CEO Monika Elling, which is covered by payments into endowment insurance (see note 28).
NOTE 9 REMUNERATION OF AUDITORS
| Group | Parent | |||
|---|---|---|---|---|
| SEK 000 | 2017 | 2016 | 2017 | 2016 |
| Deloitte, annual audit | 838 | 1,162 | 249 | 357 |
| Deloitte, other auditing | 76 | 65 | 76 | – |
| Deloitte, tax advisory services |
– | 20 | – | 20 |
| Deloitte, other services | 130 | 65 | 123 | – |
| Group total | 1,044 | 1,312 | 448 | 377 |
The item 'annual audit' refers to the auditor's remuneration for the statutory audit. This comprises examination of the annual financial statements, accounting records and administration of the business by the Managing Director and Board, and fees for advice relating to observations made during the audit. 'Other auditing' refers mainly to the auditing of interim reports.
NOTE 10 PROFIT/LOSS FROM INVESTMENTS IN GROUP COMPANIES
| Parent Company, SEK 000 | 2017 | 2016 |
|---|---|---|
| Anticipated dividends from subsidiaries | 56,143 | 5,740 |
| Total | 56,143 | 5,740 |
NOTE 11 INTEREST AND SIMILAR INCOME
| Group | |||||
|---|---|---|---|---|---|
| SEK 000 | 2017 | 2016 | 2017 | 2016 | |
| Interest | 146 | 106 | – | 80 | |
| Total | 146 | 106 | – | 80 |
Income from Group companies accounts for – (80) of the Parent Company's interest income.
NOTE 12 INTEREST AND SIMILAR EXPENSE
| Parent | ||||
|---|---|---|---|---|
| SEK 000 | 2017 | 2016 | 2017 | 2016 |
| Interest | -662 | -592 | -778 | -862 |
| Exchange differences, net | -1,180 | -1,999 | -1,182 | -2,024 |
| Total | -1,842 | -2,591 | -1,960 | -2,886 |
Interest to Group companies accounts for 408 (524) of the Parent Company's interest expenses. Operating profit/loss for the year was not affected by exchange differences.
NOTE 13 TAXES
| Parent | ||||
|---|---|---|---|---|
| Tax expense for year SEK 000 |
2017 | 2016 | 2017 | 2016 |
| Current tax | -6,946 | -6,380 | – | – |
| Deferred tax | -883 | -423 | -131 | -571 |
| Tax expense for year | -7,829 | -6,803 | -131 | -571 |
RELATIONSHIP BETWEEN TAX EXPENSE FOR THE YEAR AND ACCOUNTING PROFIT
| Group SEK 000 | 2017 | 2016 |
|---|---|---|
| Profit/loss before tax | 20,487 | 20,553 |
| Tax based on applicable domestic tax rate in each country |
-5,833 | -6,339 |
| Tax effect of non-deductible expenses | -336 | -226 |
| Tax effect of unrecognised tax loss carryforwards | 152 | 129 |
| Tax effect of prior year adjustments | -1,812 | -367 |
| Tax expense for year | -7,829 | -6,803 |
| Parent SEK 000 | 2017 | 2016 |
| Profit/loss after financial items |
56,568 | 8,796 |
| Tax based on Swedish tax rate | -12,445 | -1,935 |
| Tax effect of non-deductible expenses | -15 | -65 |
| Tax effect of non-taxable income | 12,351 | 1,263 |
| Tax effect of prior year adjustments | -22 | 166 |
| Tax expense for year | -131 | -571 |
Deferred tax assets
Deferred tax, i.e., the difference between the income tax actually reported in this year's and previous years' income statements (expensed tax) and, on the other hand, the income tax that the Company will eventually be charged in respect of the operations of this and previous financial years (full tax), is as follows:
| Group SEK 000 | 2017 | 2016 |
|---|---|---|
| Relating to the carryforward of unused tax losses |
8,467 | 8,960 |
| Relating to temporary differences | 1,888 | 2,235 |
| Total tax value | 10,355 | 11,195 |
| Temporary difference SEK 000 |
Opening balance |
Change | Closing balance |
|---|---|---|---|
| Endowment insurance | 645 | 118 | 763 |
| Intangible asset | 1,590 | -465 | 1,125 |
| Total | 2,235 | -347 | 1,888 |
A deferred tax asset is recognised in the consolidated balance sheet for unused tax losses to the extent that they can be utilised by reversing untaxed reserves, or if it is highly probable that they can be utilised in the foreseeable future. Total deferred tax assets in Denmark amounted to 1,918 (2,035) and were not recognised. In Denmark, the right to utilise tax loss carryforwards continues indefinitely.
Deferred tax assets in Sweden amounted to 10,355 (11,195), of which 10,355 (11,195) was recognised. 2,986 (3,117) of this amount relates to the Parent Company.
Tax rates are as follows: Sweden 22%, UK 20%, Finland 20%, Denmark 22% and Germany approximately 32%.
NOTE 14 GOODWILL
| Group SEK 000 | 2017 | 2016 |
|---|---|---|
| Opening cost | 143,020 | 139,043 |
| Translation differences | 2,619 | 3,977 |
| Closing accumulated cost | 145,639 | 143,020 |
| Opening impairment | -124,331 | -120,539 |
|---|---|---|
| Translation differences | -2,483 | -3,792 |
| Closing accumulated impairment | -126,814 | -124,331 |
| Closing balance | 18,825 | 18,689 |
Goodwill is tested for impairment (including a sensitivity analysis) annually or more frequently if there are indications of impairment. Goodwill is monitored and tested for impairment by management at country level. The countries constitute cash-generating units and their recoverable amounts have been calculated as value in use based on financial budgets approved by the Board. The assessment is based on the 2018 budget and management's net cash flow projections for the next four years based on the most important assumptions, which are income and operating expenses. All assumptions for the five-year forecast are made individually for each cash-generating unit based on its market position and the conditions and development of its market.
The forecasts represent management's assessment and are based on external factors, past experience and market expectations. Estimated annual growth for the five-year forecast is between 2.5% and -5 %. For precautionary reasons, growth has not been estimated for a period beyond five years. Poolia's pre-tax weighted average cost of capital for 2017 was 13.9% (14.4 %). This has been used as the discount rate for determining the recoverable amounts. A sensitivity analysis of the above assumptions has been conducted and indicates that reasonable changes in income, operating expenses or the discount rate would not result in impairment.
The sensitivity analysis shows that if the estimated volume growth over the five years after 2017 were to be half of the Company's estimate at 31 December 2017, this would not result in any impairment. A sensitivity analysis of operating expenses has also been made and indicates that an increase of five percentage points would not result in any impairment. If the revised estimated pre-tax discount rate used to discount cash flows turned out to be five percentage points higher than the Company's estimate, this would not result in any impairment.
The annual goodwill impairment testing did not identify any impairment. The table below shows the carrying amount of goodwill with an indefinite useful life distributed by country.
| SEK 000 | 2017 | 2016 |
|---|---|---|
| Poolia Sweden | 14,600 | 14,600 |
| Poolia Germany | 4,225 | 4,089 |
| Total | 18,825 | 18,689 |
NOTE 15 OTHER INTANGIBLE ASSETS
| CUSTOMER RELATIONSHIPS | ||
|---|---|---|
| Group SEK 000 | 2017 | 2016 |
| Opening cost | 3,039 | 3,039 |
| Acquisitions during the year | – | – |
| Closing cost | 3,039 | 3,039 |
| Opening amortisation | -1,020 | -416 |
| Amortisation for the year | -612 | -604 |
| Closing accumulated amortisation | -1,632 | -1,020 |
| Carrying amount | 1,407 | 2,019 |
OTHER INTANGIBLE ASSETS
| Group SEK 000 | 2017 | 2016 | |
|---|---|---|---|
| Opening cost | 33,928 | 31,906 | |
| Acquisitions during the year | 3,872 | 977 | |
| Sales/disposals | – | -430 | |
| Reclassifications | – | 1,475 | |
| Closing cost | 37,800 | 33,928 |
| Opening amortisation | -31,775 | -28,882 |
|---|---|---|
| Sales/disposals | -4 | 51 |
| Amortisation for the year | -1,322 | -1,469 |
| Reclassifications | – | -1,475 |
| Closing accumulated amortisation | -33,101 | -31,775 |
| Carrying amount | 4,699 | 2,153 |
| Total carrying amount | 6,106 | 4,172 |
| Parent | 2017 | 2016 |
| Opening cost | 8,504 | 8,001 |
| Acquisitions during the year | 879 | 503 |
| Sales/disposals | – | – |
| Closing accumulated cost | 9,383 | 8,504 |
| Opening amortisation | -7,743 | -7,024 |
| Sales/disposals | – | – |
| Amortisation for the year | -579 | -719 |
| Closing accumulated amortisation | -8,322 | -7,743 |
| Carrying amount | 1,061 | 761 |
Website investments were capitalised in 2017. Investments in business support systems were capitalised In 2016.
NOTE 16 PROPERTY, PLANT AND EQUIPMENT
| Group SEK 000 | 2017 | 2016 |
|---|---|---|
| Opening cost | 11,388 | 11,340 |
| Purchases | 481 | 396 |
| Sales/disposals | -483 | -471 |
| Translation differences | 99 | 123 |
| Closing accumulated cost | 11,485 | 11,388 |
| Opening depreciation | -10,444 | -9,662 |
|---|---|---|
| Sales/disposals | 483 | 909 |
| Depreciation for the year | -700 | -1,582 |
| Translation differences | -41 | -109 |
| Closing accumulated depreciation | -10,702 | -10,444 |
| Carrying amount | 783 | 944 |
| Parent | 2017 | 2016 |
| Opening cost | 341 | 341 |
| Sales/disposals | – | – |
| Closing accumulated cost | 341 | 341 |
| Opening depreciation | -341 | -341 |
| Depreciation for the year | – | – |
| Closing accumulated depreciation | -341 | -341 |
| Carrying amount | 0 | 0 |
NOTE 17 INVESTMENTS IN GROUP COMPANIES
| SHARES IN SWEDISH SUBSIDIARIES |
SIZE | VALUE | ||
|---|---|---|---|---|
| No. of shares |
Share of equity % |
Nom. value |
Carrying amount |
|
| Poolia Sverige AB CRN 556426-7655, Stockholm |
1,000,000 | 100 | tsek 100 14,164 | |
| Poolia Ekonomi AB CRN 556363- 8039, Stockholm |
1,000 | 100 | – | – |
| Poolia IT AB CRN 556447-9581, Stockholm |
1,000 | 100 | – | – |
| Poolia Office Professionals AB CRN 556532-4240, Stockholm |
1,000 | 100 | – | – |
| Poolia Sälj & Marknad AB CRN 556532-5221, Stockholm |
1,000 | 100 | – | – |
| Poolia Life Science & Engineer ing AB CRN 556532-4232, Stockholm |
1,000 | 100 | – | – |
| Poolia Väst AB CRN 556399- 9621, Stockholm |
1,000 | 100 | – | – |
| Poolia Syd AB CRN 56417-7581, Stockholm |
1,000 | 100 | – | – |
| Poolia Juridik AB CRN 556420- 3841, Stockholm |
1,000 | 100 | – | – |
| Poolia Jönköping AB CRN 556557-4067, Jönköping |
1,000 | 100 | – | – |
| Poolia Umeå AB CRN 556501- 9246, Stockholm |
1,000 | 100 | – | – |
| Poolia Örebro AB CRN 556889- 7473, Stockholm |
500 | 100 | – | – |
| Poolia Linköping AB CRN 556889-7622, Stockholm |
500 | 100 | – | – |
| Poolia Sundsvall AB CRN 556889-7614, Stockholm |
500 | 100 | – | – |
| Poolia Uppsala AB CRN 556584- 1748, Stockholm |
1,000 | 100 | – | – |
| Poolia Gävle AB CRN 556599- 5999, Stockholm |
1,000 | 100 | – | – |
| Poolia Rekrytering AB CRN 556558-8141, Stockholm |
1,000 | 100 | – | – |
| Poolia Malmö AB CRN 556801- 5035, Stockholm |
1,200 | 100 | – | – |
| Studentkraft Partnerbolag AB CRN 556830-9917, Stockholm |
500 | 100 | – | – |
| Poolia Executive Search AB CRN 556573-6336, Stockholm |
1,000 | 91 | 91 | 91 |
| SHARES IN SWEDISH SUBSIDIARIES | ||||
| Poolia Suomi OY CRN 1614293-5, Helsinki |
140,000 | 100 | teur 118 | 3,410 |
| Poolia IT OY CRN 2774648-6, Helsinki |
1,000 | 100 | teur 2.5 | – |
| Poolia Danmark A/S CRN 25507835, Copenhagen |
902 | 100 | tdkk 902 | 700 |
| Poolia Deutschland GmbH CRN HRB 56837, Düsseldorf |
– | 100 | – | 5,223 |
| Total | 23,588 |
NOTE 18 TRADE RECEIVABLES
| Group SEK 000 | 2017 | 2016 |
|---|---|---|
| Trade receivables, gross | 113,838 | 115,473 |
| Opening provision for doubtful debts | -64 | -144 |
| Provisions for the period | -8 | -103 |
| Actual losses | 28 | – |
| Reversal of provisions | 36 | 189 |
| Translation differences | – | -6 |
| Closing provision for doubtful debts | -8 | -64 |
| Trade receivables, net | 113,830 | 115,409 |
| Past due but not considered doubtful | 2017 | 2016 | |
|---|---|---|---|
| 1–30 days | 4,315 | 3,883 | |
| 31-90 days | 897 | 623 | |
| 91-180 days | 186 | 153 | |
| >180 days | 0 | 352 | |
| Total | 5,398 | 5,011 |
All reported amounts are expected to be paid.
NOTE 19 PREPAYMENTS AND ACCRUED INCOME
| Group | Parent | ||||
|---|---|---|---|---|---|
| SEK 000 | 2017 | 2016 | 2017 | 2016 | |
| Accrued fee income | 41,830 | 43,668 | – | – | |
| Other prepayments and accrued income |
9,444 | 7,945 | 75 | 135 | |
| Total | 51,274 | 51,613 | 75 | 135 |
NOTE 20 SHARE CAPITAL
| A shares | B shares | Total | |
|---|---|---|---|
| 1 January 2016 | 4,023,815 | 13,098,181 | 17,121,996 |
| 31 December 2016 | 4,023,815 | 13,098,181 | 17,121,996 |
| 31 December 2017 | 4,023,815 | 13,098,181 | 17,121,996 |
Class A shares carry entitlement to one vote and class B shares to 1/5 vote. The par value is SEK 0.20 per share. There were no share-based incentive schemes in 2017 and 2016.
Capital management
Capital refers to equity. The Group's objective for capital management is to safeguard the Group's status as a going concern and its freedom of action and to ensure that shareholders continue to receive a return on their investments.
In order to maintain and adapt the capital structure, the Group may distribute funds, increase equity by issuing new shares or capital contributions, repurchase shares or reduce or increase its liabilities. According to the Group's dividend policy, the aim is that the dividend will normally exceed 50% of net profit after tax. The statement of changes in equity shows the different components of equity and the changes during the period.
NOTE 21 EARNINGS PER SHARE
| SEK 000 | 2017 | 2016 |
|---|---|---|
| Profit/loss for the year | 13,120 | 11,692 |
| Profit/loss for the year attributable to shareholders of the Parent |
13,120 | 11,692 |
| Average number of shares, 000 | 17,122 | 17,122 |
| Average number of shares, diluted, 000 |
17,122 | 17,122 |
| Earnings per share, SEK | 0.77 | 0.68 |
| Diluted earnings per share, SEK | 0.77 | 0.68 |
| Proposed/paid dividend per share, SEK |
0.60 | 0.60 |
| Proposed/paid dividend, SEK | 10,273,198 | 10,273,198 |
NOTE 22 LIABILITIES TO CREDIT INSTITUTIONS
Group transactions with one and the same bank/lender are offset in the consolidated balance sheet. The Parent Company's credit balances and credit utilisation are recognised in the Parent Company's financial statements. The Group's Swedish business has an overdraft facility of 40,000 (40,000), and 20,441 (14,163) of this amount has been utilised.
NOTE 23 ACCRUALS AND DEFERRED INCOME
| Group | Parent | ||||
|---|---|---|---|---|---|
| SEK 000 | 2017 | 2016 | 2017 | 2016 | |
| Holiday pay liability | 26,133 | 28,165 | 140 | 47 | |
| Personnel-related taxes and contributions |
8,283 | 8,284 | 365 | 506 | |
| Accrued salaries | 33,577 | 39,099 | 1,030 | 237 | |
| Other accruals and deferred income |
7,278 | 8,368 | 1,593 | 1,483 | |
| Total | 75,271 | 83,916 | 3,128 | 2,273 |
NOTE 24 FINANCIAL ASSETS AND LIABILITIES
CARRYING AMOUNT OF EACH CLASS OF FINANCIAL INSTRUMENT
| Group | Parent | |||
|---|---|---|---|---|
| Loans and receivables | 2017 | 2016 | 2017 | 2016 |
| Cash and cash equivalents | 42,836 | 36,631 | – | – |
| Trade receivables | 113,830 | 115,409 | – | – |
| Receivables from Group companies |
– | – | 59,162 | 51,636 |
| Accrued fee income | 41,830 | 43,668 | – | – |
| Total | 198,496 | 195,708 | 59,162 | 51,636 |
Financial liabilities measured at amortised cost
| Total | 44,673 | 30,701 | 21,424 | 59,075 |
|---|---|---|---|---|
| Liabilities to credit institutions 20,441 | 14,163 | 20,441 | 14,163 | |
| Liabilities to Group companies | – | – | 722 | 44,623 |
| Trade payables | 24,232 | 16,538 | 261 | 289 |
Because all financial assets and liabilities are of a short-term nature, their carrying amount represents a good approximation of their fair value, unless otherwise stated in the notes.
| Group | Parent | ||||
|---|---|---|---|---|---|
| Maturity analysis | 2017 | 2016 | 2017 | 2016 | |
| ASSETS | |||||
| Cash and cash equivalents | |||||
| 1–30 days | 42,836 | 36,631 | – | – | |
| Trade receivables | |||||
| 1–30 days | 90,217 | 95,247 | – | – | |
| 31-90 days | 23,613 | 20,162 | – | – | |
| Total | 113,830 | 115,409 | – | – | |
| Receivables from Group companies |
|||||
| 1–30 days | – | – | 59,162 | 51,636 | |
| Accrued fee income | |||||
| 1–30 days | 7,443 | 7,770 | – | – | |
| 31-90 days | 34,387 | 35,898 | – | – | |
| Total | 41,830 | 43,668 | – | – | |
| Financial assets | 198,496 | 195,708 | 59,162 | 51,636 |
| Group | ||||
|---|---|---|---|---|
| Maturity analysis | 2017 | 2016 | 2017 | 2016 |
| LIABILITIES | ||||
| Trade payables | ||||
| 1–30 days | 24,232 | 16,538 | 261 | 289 |
| Liabilities to Group companies |
||||
| 1–30 days | - | - | 722 | 44,623 |
| Liabilities to credit institutions |
||||
| 1–30 days | 20,441 | 14,163 | 20,441 | 14,163 |
| Financial liabilities | 44,673 | 30,701 | 21,424 | 59,075 |
NOTE 25 PROFIT/LOSS FROM DISCONTINUED OPERATIONS
The UK operations were divested on 28 February 2014 and are reported under discontinued operations. Operating profit for 2016 and 2017 includes costs of ongoing administration during the closure process for the UK companies. The two companies were dissolved on 26 September 2017.
POOLIA UK
| SEK 000 | 2017 | 2016 |
|---|---|---|
| Operating expenses | ||
| Other expenses | -626 | -765 |
| Operating profit | -626 | -765 |
| Profit/loss from financial investments | ||
| Interest and similar expense | – | -150 |
| Profit/loss before tax | -626 | -915 |
| Tax on profit/loss for the year | 1,088 | -1,143 |
| Profit/loss for the year | 462 | -2,058 |
| Other comprehensive income | ||
| Translation differences | – | 1,396 |
| Comprehensive income for the year | 462 | -662 |
| Balance sheet | ||
| Assets held for sale | – | – |
| Liabilities held for sale | – | – |
| POOLIA UK | ||
| Cash flow from discontinued operations |
2017 | 2016 |
| Cash flow from operating activities | – | -765 |
Cash flow from financing activities – – Cash flow for the year – -765
NOTE 26 CASH FLOW STATEMENT
| Group | Parent | ||||
|---|---|---|---|---|---|
| Cash and cash equivalents, SEK 000 |
2017 | 2016 | 2017 | 2016 | |
| Cash and bank balances | 42,836 | 36,631 | – | – | |
| 42,836 | 36,631 | – | – | ||
| Group | Closing balance 2016 |
Cash flow from financing activities |
Closing balance 2017 |
||
| Current liabilities to credit institutions |
14,163 | 6,278 | 20,441 | ||
| Parent | Closing balance 2016 |
Cash flow from financing activities |
Closing balance 2017 |
||
| Current liabilities to credit institutions |
14,163 | 6,278 | 20,441 |
Disclosure of interest paid
- The Group's interest received during the year was 146 (106).
- The Group's interest paid during the year was 199 (636).
- The Parent Company's interest received during the year was – (–).
- The Parent Company's interest paid during the year was 566 (344).
NOTE 27 RELATED PARTY TRANSACTIONS
Poolia has certain partnership agreements and commercial transactions with Uniflex AB. Poolia's Chairman of the Board and largest shareholder, Björn Örås, is also Chairman and largest shareholder of that company. In 2017, Poolia invoiced Uniflex AB SEK - (-) million for services rendered. Poolia's purchases from Uniflex AB 2017, which were not exclusively related to re-invoicing, amounted to SEK - (-) million. At 31 December 2017, Poolia's liabilities to Uniflex AB were SEK 6.1 (4.7) million, primarily attributable to services for which re-invoicing was conducted on behalf of clients. Poolia's receivables from Uniflex AB at 31 December 2017 were SEK 0.1 (-) million. No loss provision was required in 2017 or 2016 for Poolia's receivables from related companies or persons.
NOTE 28 PLEDGED ASSETS AND CONTINGENT LIABILITIES
GROUP Pledged assets, SEK 000 2017 2016 Investments in Group companies 18,455 17,441 Pledged endowment insurance for former CEO, see note 8 1,431 1,431 Total pledged assets 19,886 18,872
Contingent liabilities
| Bank guarantee, rent | 182 | 1,435 |
|---|---|---|
| Total contingent liabilities | 182 | 1,435 |
| Total pledged assets and contingent liabilities |
20,068 | 20,307 |
PARENT COMPANY
| Pledged assets, SEK 000 | 2017 | 2016 |
|---|---|---|
| Investments in Group companies | 14,164 | 14,164 |
| Endowment insurance for former CEO, see note 8 |
1,431 | 1,431 |
| Total pledged assets | 15,595 | 15,595 |
| Contingent liabilities | ||
| Total contingent liabilities | – | – |
| Total pledged assets and contingent liabilities |
15,595 | 15,595 |
NOTE 29 LEASES
The Group holds cars and computers under leases. Agreed lease payments under these contracts are 2,590 (3,767), of which 1,454 (1,377) relates to 2018, while the remainder relates to 2019 and 2020. The leases are all operating leases. The year's lease payments for computers and cars amounted to 1,521 (2,070). The Group also leases premises with contracted annual rents of 17,490 (14,470). Most of these lease agreements were commenced between 2012 and 2017 and remain in force for 1-6 years.
| SEK 000 | Group | Parent |
|---|---|---|
| Within 1 year | 18,531 | 13,443 |
| 1-5 years | 25,310 | 18,053 |
| After 5 years | – | – |
| Total | 43,841 | 31,496 |
NOTE 30 PROPOSED DISTRIBUTION OF THE COMPANY'S PROFITS
PROPOSED DISTRIBUTION OF PROFITS
| The following amounts (in SEK) are at the disposal of the AGM | |
|---|---|
| Retained earnings | 3,647,378 |
| Profit/loss for the year | 56,437,123 |
| 60,084,501 | |
| The Board proposes that the profits be distributed as follows: | |
| Payment to shareholders | 10,273,198 |
| Carried forward | 49,811,303 |
| 60,084,501 |
NOTE 31 EVENTS AFTER THE REPORTING PERIOD
On 19 February 2018, Managing Director and CEO Morten Werner informed the Board of his intention to leave Poolia during 2018, but no later than the end of the year. The process of appointing his successor is in progress.
DECLARATION BY THE BOARD
The Board of Directors and the Managing Director hereby certify that the annual accounts have been prepared in accordance with the Annual Accounts Act and RFR 2 and provide a true and fair view of the Company's financial position and financial performance, and that the Board of Directors' Report provides a true and fair view of the Company's operations, financial position and financial performance and describes material risks and uncertainties faced by the Company.
The Board of Directors and the Managing Director hereby certify that the consolidated financial statements have been prepared in accordance with the Annual Accounts Act and International Financial Reporting Standards (IFRS) as adopted by the EU, and provide a true and fair view of the Group's financial position and financial performance, and that the Board of Directors' Report for the Group provides a true and fair view of the Group's operations, financial position and financial performance and describes material risks and uncertainties faced by the Group's companies.
Stockholm, 4 April 2018
Björn Örås Chairman of the Board
Lennart Pihl Board member Marika Skärvik Board member
Dag Sundström Board member
Anna Söderblom Board member
Morten Werner CEO
Our audit report was submitted on 4 April 2018
Deloitte AB
Daniel de Paula Authorised Public Accountant
AUDIT REPORT
TO THE ANNUAL GENERAL MEETING OF POOLIA AB (PUBL) CORPORATE IDENTITY NUMBER 556447-9912
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts of Poolia AB (publ) for the financial year 1 January 2017 to 31 December 2017, with the exception of the corporate governance report on pages 26-31. The Company's annual accounts and consolidated accounts are included in this document on pages 20-25 and 35-58.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company at 31 December 2017 and its financial performance and cash flow for the year then ended. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the Group at 31 December 2017 and its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance report on pages 26-31. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of shareholders adopt the income statement and balance sheet for the Parent Company and the Group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the Parent Company's Board, pursuant to Article 11 of Regulation (EU) No. 537/2014 on the Statutory Audit of Public-Interest Entities.
Basis for opinions
We conducted the audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the Parent Company and the Group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This means that, to the best of our knowledge, no prohibited services listed in article 5.1 of Regulation (EU) No. 537/2014 on the Statutory Audit of Public-Interest Entities have been provided to the audited company, or where appropriate, to its parent undertaking and to its controlled undertakings within the European Union.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of the annual accounts and consolidated accounts as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters.
Revenue recognition
The Group's reported revenue at 31 December 2017 is SEK 771.5 million and includes sales of services in temporary staffing and permanent placement. Revenue is recognised in the accounting period in which the services are rendered. It is our assessment that completeness and recognition of revenue has a material impact on the financial reporting.
Revenue recognition is based on information from the Company's time ledger that records hours worked. The process of calculating accrued revenue is performed on a monthly basis and includes manual elements. Hence there is a risk of errors unless appropriate control activities are in place to manage the risk. Furthermore, the accounting information is derived from system-generated data that may contain errors regarding prices and other relevant terms if there are weaknesses in the controls that handle input and maintenance of data.
For further information on accounting policies for revenue recognition, see note 2 and for additional disclosures, see note 6.
As part of our audit of revenue recognition, we have performed a number of audit procedures, for which the main audit steps are as follows:
- We have obtained an understanding of significant transaction flows and critical business systems, and have evaluated whether the Company's key controls for managing the risk of errors in financial reporting are appropriately designed and implemented.
- We have audited the Company's procedures for revenue recognition with a focus on (1) ensuring the input of data, (2) the completeness and accuracy of data transfer or extraction from the system, and (3) review of the accounting documents and reconciliation against subsequent billing.
- We have performed an analytical review of reported revenue and margins in order to identify significant fluctuations for further investigation.
- We have examined a sample of individual revenue transactions to verify that they have been priced according to current client contracts and that revenue has been recognised in the period in which the Company fulfilled its commitment.
- We have examined whether the information disclosed in the Annual Report is consistent with the requirements of the Annual Accounts Act and IFRS.
Accounting for staff costs
The Group's reported staff costs at 31 December 2017 amount to SEK 688.8 million and consist largely of costs relating to temporary staffing. Temporary staffing costs are recognised in the accounting period in which the services are rendered. It is our assessment that completeness and allocation of staff costs has a material impact on the financial statements.
Temporary staffing costs are calculated based on time reported. Provisions for accrued staff costs are partly based on standardised amount calculations. For further information on accounting policies for reporting staff costs, see note 2 and for additional disclosures, see note 8.
As part of our audit of staff costs, we have performed a number of audit procedures, for which the main audit steps are as follows:
- We have obtained an understanding of significant transaction flows and critical business systems, and have evaluated whether the Company's key controls for managing the risk of errors in financial reporting are appropriately designed and implemented.
- We have examined the procedures for reporting of staff costs with a focus on (1) ensuring the input of data into systems, (2) the completeness and accuracy of the data transfer or extraction from the system, (3) examination of the accounting documents and reconciliation against payments and the approval processes and controls associated with reported hours worked and payroll disbursements.
- We have performed an analytical review of the period's staff costs compared with prior periods, taking into account the change in the number of full-time employees and wage index in order to identify significant fluctuations for further investigation.
- We have examined whether the information disclosed in the Annual Report is consistent with the requirements of the Annual Accounts Act and IFRS.
Valuation of goodwill
The Group's reported goodwill at 31 December 2017 was SEK 18.8 million. Goodwill has been recognised in the balance sheet as a result of acquisitions at values exceeding the acquired businesses' net assets at the acquisition date. Our assessment is that goodwill measurement is an important area of financial reporting, given that there is a risk that the valuation cannot be justified and that the valuation of goodwill is based on a high degree of judgement, such as future cash flows.
For further information on accounting policies for goodwill, see note 2 and for additional disclosures, see note 14.
As part of our goodwill audit, we have performed a number of audit procedures, for which the main audit steps are as follows:
- We have evaluated whether the valuation models used by management to calculate the value of the cash-generating units comply with the requirements of IAS 36 Impairment of Assets.
- We have analysed the forecast cash flows used in the models to determine whether they are reasonable in terms of the Company's expected future development in each cash-generating unit.
- We have validated the assumptions used to calculate the discount rate.
- We have conducted sensitivity analyses of key assumptions, including sales growth and operating expenses.
- We have examined whether the information disclosed in the Annual Report is consistent with the requirements of the Annual Accounts Act and IFRS.
Valuation of deferred tax
The Group's reported deferred tax assets at 31 December 2017 were SEK 10.3 million. Our assessment is that the measurement of deferred tax assets is an important area of financial reporting, given that the measurement is based on a high degree of judgement in terms of the possibility of utilising loss carryforwards against future profits.
For further information on accounting policies for deferred tax assets relating to utilised loss carryforwards, see note 2 and for additional disclosures, see note 13.
As part of our audit of deferred tax, we have performed a number of audit procedures, for which the main audit steps are as follows:
- We have checked that disclosures on loss carryforwards are consistent with the tax return and tax calculations.
- We have been provided with the budget for 2018 and business plans for subsequent periods, and have evaluated the Company's assessment regarding the reasonableness of significant assumptions used in the reporting of deferred tax relating to loss carryforwards.
- We have examined whether the information disclosed in the Annual Report is consistent with the requirements of the Annual Accounts Act and IFRS.
Information other than the annual accounts and consolidated accounts
This document also contains information other than the annual accounts and consolidated accounts, which is presented on pages 2-19 and 32-34. The Board of Directors and the Managing Director are responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance or conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure, we also take into account our knowledge otherwise obtained in the audit and assess whether the information appears to be materially misstated.
If, based on the work performed concerning this information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and for ensuring that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, the Board of Directors and the Managing Director are responsible for the assessment of the Company's and the Group's ability to continue as a going concern. They disclose, as applicable, matters related to the going concern and use of the going concern basis of accounting. The going concern basis of accounting is, however, not applied if the Board of Directors and the Managing Director intend to liquidate the Company, cease operations, or have no realistic alternative but to do so.
Auditor's responsibility
Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these annual accounts and consolidated accounts.
A further description of our responsibility for the audit of the annual accounts and consolidated accounts can be found on the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the audit report.
Report on other legal and regulatory requirements Opinions
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Poolia AB (publ) for the financial year 1 January 2017 to 31 December 2017 and the proposed appropriations of the Company's profit or loss.
We recommend to the general meeting that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
Basis for opinions
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities in this regard are further described in the Auditor's Responsibilities section. We are independent of the Parent Company and the Group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Responsibility of the Board of Directors and the Managing Director
The Board is responsible for the proposal concerning appropriations of the Company's profit or loss. Proposing a dividend includes an assessment of whether the dividend is justifiable considering the requirements that the nature, scope and risks of the Company's and the Group's operations place on the size of the Parent Company's and the Group's equity, consolidation requirements, liquidity and position in general.
The Board of Directors is responsible for the Company's organisation and the administration of its affairs. This includes, among other things, continuous assessment of the Company's financial situation and ensuring that the Company's organisation is designed so that accounting, management of assets and the Company's financial affairs are otherwise controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions, and, among other matters, shall take measures that are necessary to handle the Company's accounting in accordance with law and to conduct the management of assets in a reassuring manner.
Auditor's responsibility
Our objective for the audit of the administration, and therefore our opinion regarding discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect has:
- undertaken any action or been guilty of any omission which could give rise to liability to the Company; or
- in any other way acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
Our objective for the audit of the proposed appropriations of the Company's profit or loss, and therefore our opinion regarding same, is to assess with a reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the Company, or that the proposed appropriations of the Company's profit or loss are not in accordance with the Companies Act.
A further description of our responsibility for the audit of the administration can be found on the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the audit report.
Auditor's review of the Corporate Governance Report
The Board is responsible for the Corporate Governance Report on pages 26-31 and for ensuring it is prepared in accordance with the Swedish Annual Accounts Act.
Our review was conducted in accordance with FAR's statement RevU 16 Auditor's Review of the Corporate Governance Report. This means that our review of the Corporate Governance Report has another focus and is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing practices in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.
A corporate governance report has been prepared. Disclosures required under Chapter 6, Section 6 (2-6) of the Annual Accounts Act and Chapter 7 , Section 31 (2) of the same Act are consistent with other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
Deloitte AB was appointed the auditor for Poolia AB (pub) at the Annual General Meeting on 3 May 2017 and has been the Company's auditor since 2003.
Stockholm, 4 April 2018
Deloitte AB
Daniel de Paula Authorised Public Accountant
DEFINITIONS
In the annual report, Poolia presents certain alternative performance measures (APM) that are not defined under IFRS. Poolia has chosen to present the Company's alternative performance measures as a separate appendix, in accordance with the guidelines of the European Securities and Markets Authority (ESMA). The appendix is published on www.poolia.com.
KEY RATIOS DEFINED UNDER IFRS
Earnings per share Profit/loss after tax for the period divided by the average number of shares.
KEY RATIOS NOT DEFINED UNDER IFRS
Growth
Increase in operating income compared with the same period the previous year, expressed as a percentage.
Risk-bearing capital
Equity, including non-controlling interests and provisions for taxes, as a percentage of total assets.
Return on equity Profit/loss after tax divided by average equity.
Return on capital employed
Profit/loss before tax plus finance costs divided by average capital employed.
Return on total assets
Profit/loss before tax plus finance costs divided by average total assets.
Equity per share Equity divided by the number of shares outstanding.
Revenue per employee Operating income divided by the average number of FTEs.
P/E ratio
Share price on the closing date divided by earnings per share.
Operating margin Operating profit as a percentage of operating income.
Equity/assets ratio
Equity, including non-controlling interests, as a percentage of total assets.
Capital employed
Total assets less non-interest-bearing liabilities, including provisions for taxes.
Profit margin
Profit before tax as a percentage of operating income.
Operating profit
Operating income less operating expenses.
OPERATIONAL MEASURES
Number of FTEs, average
The total number of hours worked during the year divided by the normal number of working hours for a full-time employee.
ADDRESSES
HEAD OFFICE
POOLIA AB POOLIA STOCKHOLM
Kungsgatan 57 A Box 207 SE-101 24 Stockholm Tel: 08-555 650 00 Fax: 08-555 650 01 [email protected]
SWEDEN
POOLIA GOTHENBURG
Kungsgatan 42 SE-411 15 Gothenburg Tel: + 46 (0)31-743 20 00 [email protected]
POOLIA JÖNKÖPING
Norra Strandgatan 4 SE-553 20 Jönköping Tel: + 46 (0)36-17 32 60 [email protected]
POOLIA LINKÖPING
Platensgatan 8 SE-582 20 Linköping Tel: + 46 (0)13-36 86 50 [email protected]
POOLIA MALMÖ
Gustav Adolfs Torg 12 SE-211 39 Malmö Tel: + 46 (0)40-661 25 00 [email protected]
POOLIA UMEÅ
Storgatan 43 903 26 Umeå Tel: 090-16 05 30 [email protected]
POOLIA UPPSALA
Kungsängsgatan 5B 753 22 Uppsala Tel: + 46 (0)18-16 93 60 [email protected]
POOLIA ÖREBRO
Rudbecksgatan 7 SE-0702 11 Örebro Tel: + 46 (0)19-766 37 00 [email protected]
FINLAND
POOLIA HELSINKI Kalevankatu 6 FI-00100 Helsinki Tel: +358 207 290 830 [email protected]
GERMANY
POOLIA DÜSSELDORF
Graf-Adolf-Straße 70 DE-40210 Düsseldorf Tel: +49 211 936 56 40 [email protected]
POOLIA FRANKFURT
Stresemannallee 30 DE-60596 Frankfurt Tel: +49 692 193 090 [email protected]
POOLIA HAMBURG
Mönckebergstraße 5 DE-20095 Hamburg Tel: +49 403 231 07 90 [email protected]
POOLIA HANOVER
Grupenstrasse 2 DE-30159 Hannover Tel: +49 511 763 57 90 [email protected]
POOLIA COLOGNE
Breite Straße 100 DE-50667 Cologne Tel: +49 221 277 94 50 [email protected]
POOLIA MANNHEIM
N2, 4 DE-68161 Mannheim Tel: +49 621 150 32 90 [email protected]
POOLIA MUNICH
Schleissheimer Strasse 141 DE-80797 München Tel: +49 892 4294 80 [email protected]
POOLIA STUTTGART
Wilhelmsplatz 11 DE-70182 Stuttgart Tel: +49 711 213 92 40 [email protected]