Annual report 2009

Transcription

Annual report 2009

the aim
of
innovation
The changes in the world are going
faster than ever. Many innovations are
driven by social developments and trends.
Those developments and trends provided
the input for the innovations we develop.
Therefore, in this annual report, we have
sought the views of some of those stake
holders representing business, government
and other sectors of society. People who
provide important input for us by relaying
signals from society and trends that determine
the development of innovations. They will
tell you more about the issues that TKH Group
provides solutions for, in the fields of care,
security, efficiency, sustainability and
communication.
Annual Report
2009
Telecom
Solutions
Building
Solutions
Industrial
Solutions
Mission statement
TKH intends to be an innovative leading
niche player by providing Telecom,
Building and Industrial Solutions based
on technologically advanced system
concepts, products and related services.
4
TKH GROUP ANnUAL REPORT 2009
Content
Mission Statement
Foreword
Key figures and Highlights 2009
Profile
Objectives and strategy
The TKH share
Report of the Supervisory Board
Supervisory Board
3
5
6
8
9
10
12
14
Financial statements 2009
Notes to the company financial statements
67
68
69
70
71
72
73
104
105
106
Other information
112
Consolidated balance sheet
Consolidated profit and loss account
Comprehensive income
Consolidated statement of changes in group equity
Consolidated cash flow statement
Notes to the consolidated financial statements
Company balance sheet
Company profit and loss account
Report of the Executive Board
General
Financial developments
Dividend proposal
Acquisitions, investments and divestments
Personnel and organisation
SWOT analysis
Corporate Social Responsibility
Outlook
15
16
17
18
19
20
22
23
25
Regulations under the articles of association
concerning the appropriation of profit
Proposal for profit appropriation Auditor’s report
Stichting Administratiekantoor TKH Group
Stichting Continuïteit TKH
Overview press releases 2009
Overview per business segment
Telecom Solutions
Building Solutions
Industrial Solutions
TKH’s Corporate Governance Code
Risk management
26
28
30
32
34
39
Subsidiaries
Participating interests
Ten year overview
Glossary
112
112
113
114
116
117
118
120
122
124
foreword
Foreword
The rapidly changing economic circumstances have had a major impact on TKH.
However, by responding promptly to the situation, 2009 proved to be an exceptional
year for TKH. It was a year from which TKH emerged stronger in many respects and
was able to recover quickly. We even managed to achieve a ROS of 8.3% in the fourth
quarter.
We attempted to find the right balance between a cost reduction and strategic
positioning while making TKH a stronger company. Stronger by maintaining a
high level of investment in innovation. Stronger by substantially reducing our debt.
And stronger by investing in the organisation by retaining and recruiting talented
employees to ensure that the company can grasp future opportunities for growth.
These measures were not only a response to economically difficult times, but also
a way to optimize the basis of our future growth.
We wish to express our gratitude to our employees, customers, partners, the
Supervisory Board and our shareholders for their efforts and their trust, but above
all for giving us the opportunity to build a stronger basis for TKH’s future. With this
healthy platform, we look forward to the challenge of building further on a fine and
successful company.
Executive Board
Alexander van der Lof, chairmanElling de Lange
5
6
Key figures
and Highlights 2009
in millions of euros
2009
2008
2007
2006
2005
726
41
3
997
76
50
838
66
45
685
54
35
548
40
34
18
6
152
11
17
47
53
53
32
17
46
46
38
29
13
35
35
19
18
12
26
26
30
12
12
Balance sheet
282
293
266
221
Shareholders’ equity 4
Liabilities
360
428
396
244
Non-current assets 329
343
303
177
Current assets 305
375
357
286
187
209
167
229
Operations
Turnover 1
EBITA 6
Net result Net result before exceptional items
and amortisation 6
Net result before amortisation
Cash flow from operating activities Investments 2
Depreciation on tangible non-current assets 3 Ratios
Shareholders’ equity/total assets % 43.9
40.7
40.2
47.5
Shareholders’ equity/non-current assets 0.9
0.9
0.9
1.3
EBITA/total turnover % (ROS) 6
5.6
7.6
7.9
7.8
EBITA/average capital invested % (ROCE) 5 9.8
16.5
15.3
17.1
Net result/total turnover % 6
2.1
5.0
4.9
5.2
5.3
16.3
15.5
16.0
Net result/shareholders’ equity 6
47.2
1.1
7.2
14.3
4.8
13.9
Employees
Number at year-end 3,564
3,882
3,577
2,961
2,723
in euros
Per ordinary share of € 0.25 7
Shareholders’ equity 7.77
8.32
7.67
6.56
Net result 0.07
1.43
1.30
1.06
Net result before exceptional items
and amortisation
0.49
1.34
1.34
1.06
Cash flow from operating activities
4.20
1.51
1.09
0.56
Dividend
0.50
0.66
0.66
0.53
Highest share price 13.95
17.41
23.41
16.48
Lowest share price 6.35
7.04
13.62
9.28
Share price at year-end 13.95
8.00
14.96
16.03
Ordinary shares outstanding at
36,293 35,290 34,638 33,715
year-end (x 1,000) 7
5.72
0.80
0.80
0.92
0.41
10.36
7.43
9.30
32,732
1. T
urnover incl. change to inventory
finished products, work in
progress and other operating
income.
2. In tangible non-current assets.
3. Excluding the release of the
impairment of € 4.0 million in
2008.
4. Including minority interests.
5. When the acquisitions are included on a full year basis, ROCE
would be 16.5% at year-end 2007.
6. Before exceptional income and
expenses. In 2009 there is an
impairment of € 3.7 million
before taxes and restructuring
costs of € 12.2 million. In 2008,
this concerns the partial release
of the impairment of € 3.6 million
(before taxes) and the exceptional
tax gain of € 2.5 million.
7. Calculations are based upon the
number of shares held by third
parties, whereby the split of the
(depository receipt of) ordinary
shares as of 14 May 2007 has been
taken into account.
7
Key figures and highlights 2009
Turnover
EBITA
838
Shareholders’ Equity
293
997
726
76
685
66
221
54
548
40
2005
2006
2007
2008
2009
2005
2006
2007
282
266
2008
41
187
2009
2005
2006
2007
2008
2009
Turnover
Cost reduction
Gross margin
Turnover down 27.1%
to E 726.4 million
and EBITA to E 40.7
million. Improvement
in H2.
Considerable
reduction in costs
of E 37.6 million.
Exceptional charge
of E 16.0 million.
Increase gross margin
from 37.1% to 40.8%
due to pricing power,
innovations and
improved activity mix.
ROS
Balance sheet
Dividend
ROS before exceptional charges H2
improved compared
to H1 from 3.9% to
7.2% and Q4 to 8.3%.
Balance sheet
strengthened because of debt reduction
by E117.4 million.
Dividend proposal
E 0.50 per (depositary receipt of an)
ordinary share.
Innovations
Strenghtened
market position
Priority
Innovations account
for 20.1% of
turnover. Investment
in innovation
unchanged high level.
Increase market
share in large
number of segments
due to innovations.
As of August 2009
focus on building
instead of reorganising.
8
Profile
•
•
•
•
Turnover e 726 million
Innovative system solutions
Telecom, Building and Industrial Solutions
Internationally operating group
Technology company TKH Group NV (TKH) is an inter-
Building Solutions develops, produces and supplies solutions
nationally operating group of companies specialising in
in the field of efficient electro-technology ranging from
creating and supplying innovative Telecom, Building and
applications within buildings through to technical systems
Industrial Solutions.
that – combined with software – provide efficiency solutions
for the care and security sectors. TKH’s know-how focuses on
At TKH it is the solutions play the central rol, not the kind of
connectivity systems in combination with efficiency solutions
activity. In the Telecom Solutions, Building Solutions and
aimed at reducing the throughput time of installation
Industrial Solutions business segments, basic technologies in
realisation in buildings. In addition, the segment focuses on
the area of ICT and electrical engineering from the various
intelligent video, intercom and access management systems
operating companies are merged into total solutions, usually
for a number of specific sectors, including elderly care,
in partnership with suppliers.
parking and security for buildings and grounds.
Specialists in the field of marketing, process development,
Industrial Solutions, develops, produces and supplies solutions
design, engineering and logistics add advice and project
ranging from specialty cable, “plug and play” cable systems
implementation to offer a tailor made solution. These locally
through to integrated systems for the production of car and
developed concepts are subsequently offered internationally,
truck tyres. The know-how in the field of automation of
in order to optimally capitalize on the expertise and
production processes and improving the reliability of produc-
knowledge within TKH.
tion systems gives TKH a distinctive ability to respond to the
desire of a number of specialist industrial sectors, such as tyre
Telecom Solutions develops, produces and supplies systems
manufacturing, robot, medical and machine manufacturing
ranging from outdoor infrastructure for telecom and CATV
industries, to increasingly outsource the construction of
networks through to indoor home networking applications.
production systems or modules.
The focus in this business is to provide customers with systems
that are totally care-free due to the accompanying system
Continuous research and development yields a range of
guarantees we provide. Around 40% of the portfolio consists
products and services that guarantees technologically
of optical fibre and copper cable for node-to-node connections.
advanced solutions. The companies in the TKH Group are
The remaining 60%, consisting of components and systems in
active all over the world. The group’s growth is concentrated
the field of connectivity and peripheral equipment, is used
in Northwest, Central and Eastern Europe and in Asia. In 2009
mainly in the network’s nodes.
TKH had 3,564 employees; its turnover was € 726 million.
profile | objectives and strategy
9
Objectives and strategy
•
•
•
•
Annual increase earnings per share
Innovative strength one of the cornerstones for further growth
Turnover growth achieved both organically and by means of acquisitions
Geographically spread of activities
TKH’s objective is to achieve a healthy annual increase in
As a result of acquisitions and successful organic growth in
earnings per share. We achieve this through growth of turnover
Europe the share of the activities outside the Netherlands is
and by striving to establish a strong position in the high-
steadily increasing. The emphasis with acquisitions lies on
potential market segments of Telecom Solutions, Building
structurally healthy companies with a strong position in
Solutions and Industrial Solutions. We regard communication,
segments that are important for TKH. In its drive to increase
security, care and efficiency as important growth markets
added value TKH is also actively strengthening its portfolio by
within these segments.
acquiring companies that can offer interesting technology in the
growth markets of communication, security, care and efficiency.
Providing solutions is at the heart of TKH’s strategy. In addition
we strive for a high return on investment for our clients. We
TKH understands the importance of diversity and a geographic
are to a significant degree driven by the efficient way in which
spread of its activities. In geographic terms, the focus for growth
solutions are achieved within the group, but above all in
lies on Northwest, Central and Eastern Europe and Asia. Within
cooperation with third parties. The basic technologies and
the TKH strategy, we effectively exploit opportunities for growth
know-how within the TKH Group play an important role in this.
and limit the (financial) risks. Healthy balance sheet ratios and a
TKH focuses on securing a leading position in niche markets.
strong operational cash flow are high on the list of priorities for
the company’s development. TKH strives for a solvency ratio of at
Innovative strength is one of the cornerstones for further
least 35%.
growth at TKH. Our aim is for innovations that were introduced
during the two preceding years to account for at least 15%
The shift to activities with greater added value and therefore
of turnover. A constant effort to innovate leads to a range of
potentially higher margins, together with the growing share of
products and services that guarantees technologically advanced
activities showing above-average performance, gives TKH the
solutions.
confidence to set its long-term target for ROS to a bandwidth of
9% to 10%. Given the current uncertain economic conditions, it
Turnover growth is achieved both organically and by means
will not yet specify a deadline for achieving this long-term
of acquisitions. Expanding successful TKH activities to new
objective. The company’s long-term goal for the ROCE lies within
geographic markets and transferring knowledge from
a bandwidth of 18% to 20%.
competence centres increase the prospect of additional growth.
TKH wants to increase the geographical overlap in its activities
TKH is aware of its responsibilities and obligations towards all
from 55% to 70%.
stakeholders in the company in achieving its objectives and
implementing its strategy.
Realive® total solution
Digital
janitor for
complaints and
breakdowns
Realive is a flexible platform for a wide range of comfort, safety and care-related
Home consulting room
Medication
service
Tele
medicine
Personal
health assistent
Climate
Key
management management
Nurse
call system
Wireless
switchgear
Remote
nursing
and care
Meals
services
Energy
mangement
Electric lock
Integration
with health
care emergency
watchdog service
Healthcare
telephone
Digital home
entertainment system
as directly to the consumer. The platform’s pyramid-shaped structure embraces a
Patient
monitoring
Video
commuinication
Camera
Sensors
Flexibel Home Network
Conceptual construction
ion
at
al
gs
ov
in
ur
en
m
ild
/r
bu
tra
n
g
In
ctio
in
ist
tru
ns
Ex
co
w
Ne
Time
registration
services. TKH sells it to the regular health care and house building markets, as well
Digital
home diary
IP Video
door intercom
Home control
box
concept that provides the infrastructure and technology for services in the home,
but also for interactive care services and the construction of homes tailored to the
occupants’ different needs at various phases of their lives. Accordingly, Realive
provides an ideal platform with unlimited prospects for future growth.
10
The TKH share
Listing
TKH shares are listed on the NYSE Euronext Amsterdam. The
ASR Nederland N.V. Holding
5.11%
TKH share is included in the Small Cap index (AScX). In addi-
Aviva plc. 6.38%
tion, the TKH share is part of the Next 150 index which has
Breedinvest B.V.
5.20%
been established by Euronext.
Darlin N.V. 5.29%
Delta Deelnemingen Fonds N.V. 10.09%
TKH’s equity structure
Fidelity Investments 9.34%
The ordinary shares in the company, except the registered
Kempen Oranje Participaties
5,02%
shares, have been transferred to the Stichting Administratie-
Navitas B.V. 5.75%
kantoor TKH Group (Foundation Administration Office for TKH
Shares) by means of a notarised deed. Stichting Administratie-
Issue of shares
kantoor has provided depositary receipts in exchange for these
Shares are issued pursuant to a resolution of the Executive
shares. Additional information about these depositary receipts
Board. The resolution is subject to the approval of the
for shares is provided on pages 36 and 110.
Supervisory Board. The extent of the Executive Board’s power
in this respect is established by resolution of the General
Our priority shares are managed by Stichting Prioriteit
Meeting of Shareholders and extends to not more than all
(Foundation Priority Shares), which is made up of the
shares in the current or future authorised capital that have
company’s directors. This foundation is not entitled to
not yet been issued. At the General Meeting of Shareholders
alienate, pledge or otherwise encumber these shares. No
on 28 April 2009 this authorisation was extended until
28 October 2010, with the understanding that the authorisation
special rights have been assigned to these priority shares.
relates to the issue of shares, regardless of the type or series,
As stated on page 111, Stichting Continuïteit TKH (Foundation
including granting of rights to subscribe for shares, subject
Continuity TKH) has been granted an option to acquire
to the following. This authorisation is granted for all shares,
protective preference shares, which would, if the option is
with the exception of the cumulative protective preference
exercised, allow the foundation to acquire a maximum of
shares, up to ten percent (10%) of the total nominal value of
50% of the total issued capital.
the issued ordinary shares at the moment of issue, plus ten
percent (10%) of the total nominal value of the issued ordinary
At the end of 2009 there were 37,008,201 paid-up ordinary
shares at the moment of issue if they are issued as part of
shares with nominal value of € 0.25, of which the company
a merger or acquisition. For the cumulative protective
held 715,001, and 4,000 priority shares with a nominal value
preference shares, the authorisation is granted to extending to
of € 1.00.
not more than all shares in the current or future authorised
capital also. The restriction or exclusion of the pre-emption
Number of ordinary shares 1
Annual turnover in shares Highest price 2009
36,293,200
9,279,530
€ 13.95
2008 right to the ordinary shares and cumulative financing
35,289,566 preference shares.
12,159,349 € 17.41 Purchase by the company of its own shares
Lowest price € 6.35
€ 7.04 The company may acquire (depositary receipts of) ordinary
Net earnings per share € 0.07
€ 1.43
1. outstanding with third parties
shares in the company for consideration, pursuant to a
resolution of the Executive Board and subject to the conditions
prescribed in the articles of association, for a price for
Disclosure of major shareholdings in listed
companies
(depositary receipts of) ordinary shares lying between the sum
Within the framework of the disclosures of major share-
equal to one hundred and ten percent (110%) of the market
holdings in listed companies, the Financial Markets Authority
price. The resolution is subject to the approval of the
(AFM) published the following list of major shareholdings in
Supervisory Board. During the General Meeting of Shareholders
TKH.
on 28 April 2009 the Executive Board was granted authorisation
equal to the nominal value that they represent and the sum
to acquire the company’s own shares for a period of 18 months
from that date.
11
The TKH share
Dividend
Dividend policy
in euros
TKH aims to generate an attractive return for its shareholders,
0.66
which is also reflected in an appropriate dividend policy
0.53
Healthy balance sheet ratios are very important for the
continuity of the company. In determining the dividend to be
0.66
0.50
0.41
paid TKH takes into account the amount of profit the company
needs to retain to realise its medium to long term plans on the
basis of a solvency of at least 35%. Based on the growth targets
for the coming years, TKH’s aim is for a pay-out of between 40%
and 70%.
2005
2006
2007
2008
2009
Staff options and share scheme
Staff option rights to (depositary receipts of) ordinary shares
Investor Relations policy
in TKH are awarded to the management of TKH and the
The TKH Investor Relations Policy aims to maintain contacts
management of its group companies. Further information on
with (potential) shareholders of TKH, institutional investors,
this subject will be given on page 112 of this annual report.
analysts and financial journalists. The aim is to provide these
There is a share scheme in place for the Executive Board (see
group relevant financial and other information in time and
page 102).
to the best of our ability, to give them a broader insight into
the company and its sector. To this end, having regard to the
Preventing insider trading
relevant limitations, it is observed that relevant information is
In view of its listing on the NYSE Euronext Amsterdam, TKH
provided equally and simultaneously to all interested parties
is obliged to have a regulation to prevent the use of inside
and that it is accessible to them. Besides the annual report,
knowledge by its managers and employees, as well as other
the interim report and financial reports, TKH maintains such
‘insiders’. The statutory provisions in force in the Netherlands
contacts through meetings, roadshows and company visits.
concerning inside knowledge and market manipulation are
laid down in the Financial Supervision Act. TKH has adapted
its existing insider dealing regulation to this legislation in
accordance with the model of the Association of Securities
Issuing Organisations (VEUO). The group of persons to whom
this regulation applies in connection with the information
available to them has agreed in writing to observe the
regulation. Mrs R. Dieperink, the company secretary, serves
as the company’s compliance officer and ensures that the
legislation relating to inside knowledge and other compliance
risks are observed.
Key dates
27 April 2010 29 April 2010 3 May 2010 3 May up to and including 17 May 2010 6 May 2010
18 May 2010 25 May 2010 25 August 2010 11 November 2010 17 May 2011
General Meeting of Shareholders
Listing ex-dividend
Record date
Option period
Trading update Q1 2010
Announcement of exchange
ratio for stock dividend
Dividend payable
Publication half-year results 2010
Trading update Q3 2010
Investor Relations
J.M.A. van der Lof MBA,
chairman of the Executive Board and CEO
More information about TKH and its group companies is
also available on the company’s website at www.tkhgroup.com
or from the company secretary, Mrs R. Dieperink MBA.
TKH Group NV, Spinnerstraat 15,
P.O. Box 5, 7480 AA Haaksbergen, The Netherlands
T +31 53 573 29 03, E [email protected]
12
We are pleased to present the annual financial statements prepared by the Executive
Board for the financial year 2009 to the shareholders for approval. The annual financial
statements were submitted to Deloitte Accountants for auditing. The unqualified
auditor’s report can be found on page 115 of the annual report.
The Supervisory Board recommends that the General Meeting
tion and communication technology. Every meeting of the
of Shareholders approves these financial statements and
Supervisory Board was attended by all of the members.
agrees to the dividend proposal, which can be found on page
Besides above described regular meetings, individual members
114 of the annual report. The Supervisory Board has discussed
of the Supervisory Board have had meetings with the
the financial statements with the Executive Board in the
Executive Board on current issues but also on more specific
presence of the external auditor. The Supervisory Board is of
topics such as innovations.
the opinion that the financial statements constitute a sound
basis for the account that the Executive Board must give of
The Supervisory Board also convened an extraordinary meeting
its management and the Supervisory Board must give of its
to discuss its own performance, that of its committees and
supervision of the management.
that of the Executive Board. At this meeting the Board
addressed the points set out in best practice provision III.1.7. of
Meetings during the year under review
the Dutch Corporate Governance Code. The Board established
The Supervisory Board had five regular meetings with the
that every member of the Supervisory Board is independent
Executive Board in 2009. At all of the meetings, considerable
within the meaning of best practice provision III.2.2. of the
attention was devoted to the rapidly changing economic
Code. The Board also established that in terms of its profile,
conditions and the measures taken by the Executive Board in
composition and competences, the Supervisory Board complies
response to them. Specific attention was given to the measures
with the requirements. Those requirements are explained in
to be taken to reduce the debt, restore profits and reduce
more detail on page 35 of the annual report. The Board also
costs, as well as organisational changes and the decision to
established that the Supervisory Board and the Executive
maintain the high level of investment in innovation. In
Board have a good working relationship. A delegation from the
addition, the usual subjects were discussed during the year,
Supervisory Board attended a meeting of the Central Works
including the quarterly financial reports. At its meeting in
Council at which the annual report for 2008 was discussed.
December, the Board discussed the strategic plan and the
financial ratios that underpin that strategy, as well as the
Mr A.J. Driessen, Mr H.J. Hazewinkel and Mr A. van der Velden
budget and the investment plan for 2010. At this meeting,
stood down at the end of the General Meeting of Shareholders
there was intensive discussion of the amended Corporate
in 2009 in accordance with the current schedule of retirement.
Governance Code and the changes made in the regulations of
Mr Hazewinkel and Mr Van der Velden were reappointed for
the Executive Board, the Supervisory Board and its committees
another period of four years by the General Meeting of
as a result of the amendments to the Code. The Board received
Shareholders. Mr Driessen was not eligible for reappointment,
a briefing on TKH’s Management Development programme
having served three periods of four years. We are extremely
and the company’s policy on Corporate Social Responsibility.
grateful to Mr Driessen for his efforts and his input to the
In 2009 attention was paid also to the subject acquisitions,
Board’s discussions. We benefited greatly from his extensive
where the accent was on the second half. In addition, organic
experience in business and his specific knowledge and
growth opportunities by increasing the number of branches
expertise in the field of HRM and operational excellence. The
of its existing companies have been discussed. In October the
General Meeting of Shareholders appointed Mr Ph. Houben,
members of the Supervisory Board visited the Realive
CEO of Wavin NV, to fill the vacancy created on the Board.
Experience Centre in Capelle a/d IJssel (the Netherlands),
The Board appointed Mr Van der Velden as its vice-chairman.
where they are given a demonstration of some of the latest
practical applications developed by TKH under the Realive
In July 2009 we received the sad news of the sudden death of
name in the fields of care, home and welfare. The visit allowed
Mr S.E. Beelaerts van Blokland esquire, the chairman of the
the members of the Board to learn more about how the
Stichting Continuïteit TKH. Mr Beelaerts van Blokland had
elementary building blocks of the Realive concept can be
been a member of the foundation’s Executive Committee since
combined to provide innovative solutions based on informa-
2002. We will remember him as a dedicated and accomplished
manager and wish to express our sincere gratitude for his
Deloitte Accountants as independent auditor for the 2009
contribution.
financial year. The members of the Audit Committee are
13
Mr A. van der Velden (chairman), Mr H.J. Hazewinkel and
Schedule of retirement in 2010
Mrs M.E. van Lier Lels. Mr E.D.H. de Lange MBA, TKH’s Chief
Mrs M.E. van Lier Lels and Mr P. Morley M.Sc. will be standing
Financial Officer, serves as an advisor.
down at the end of the General Meeting of Shareholders on
27 April 2010 in accordance with the current schedule of
The Appointment and Remuneration Committee met twice
retirement. Both are eligible for reappointment and will stand
last year. Among the subjects discussed by the Committee
for a further period of four years. The Central Works Council’s
special right of recommendation applies for the reappointment
were the cooperation and communication between the
of Mrs Van Lier Lels. The Central Works Council was informed
of and remuneration policy for the Executive Board. The
of the vacancies that have arisen and of the associated profiles
remuneration report, setting out the remuneration policy
and gave notice that it will avail of its special right of
and the remuneration of the members of the Executive
recommendation for the nomination of Mrs Van Lier Lels for
Board, can be found on page 102 and 103. The members of
Executive Board and Supervisory Board and the performance
reappointment. The Central Works Council indicated that it
the Appointment and Remuneration Committee are
would not avail of its (special) right of recommendation for
Mrs M.E. van Lier Lels (chairman) and Mr P. Morley M.Sc.
the nomination of Mr Morley. The General Meeting of Shareholders was given an opportunity to recommend candidates
The Supervisory Board would like to express its appreciation
to the Supervisory Board, having regard to the current profile,
of the Executive Board and all the employees of the TKH Group
for nomination as a member of the Supervisory Board.
for their keen and effective response to the difficult economic
conditions, thanks to which company’s results improved
The Supervisory Board discussed the reappointments and
quickly. With the great attention on debt reduction, the
concluded unanimously that the management knowledge and
financial position of TKH improved considerably. The strong
experience of the nominees matched the terms of the Board’s
willingness and commitment of all the group’s employees to
profile. The Supervisory Board will therefore nominate Mrs
make improvements under the rapidly deteriorating market
Van Lier Lels and Mr Morley for reappointment as members of
conditions is admirable and gives confidence for the future.
the Supervisory Board. The appointments will be for a period
of four years.
Haaksbergen, 9 March 2010
Following these changes, the composition of the Supervisory
On behalf of the Supervisory Board
Board will still comply with the requirement that its members
H.J. Hazewinkel, chairman
are independent within the meaning of best practice provision
III.2.2. of the Dutch Corporate Governance Code.
Committees
TKH’s Audit Committee met twice during the year under
review. The external auditor attended both of these meetings.
An important agenda item at every meeting of the Committee
is the company’s internal risk management and control
system. Special attention was devoted to this subject in 2009
in view of the potential effects of the rapidly changing
economic conditions on the development of TKH’s results. The
external auditor’s findings concerning the audit of the annual
figures and the review of the internal control procedures were
also discussed. During its meeting in August, the Committee
received a briefing on the internal audit plan, including an
explanation of the allocation of work between the external
auditor and the internal auditor.
Among other things, the Audit Committee advised the
Supervisory Board to recommend the reappointment of the
14
Supervisory Board
Chairman
Members
H.J. (Herman) Hazewinkel
P.P.F.C. (Philip) Houben
P. (Patrick) Morley M.Sc.
(26-07-1949)
Dutch nationality
• 2005 first appointment
• 2013 term limit
(09-06-1950)
Dutch nationality
• 2013 term limit
(13-07-1956)
Irish nationality
• 2010 term limit
Main position
Main position
Main position
• f ormer chairman of the Executive
Board VolkerWessels
• chairman of the Executive Board
Wavin NV
•m
ember of Executive Board, Telegraaf
Media Group NV
Main position
M.E. (Marike) van Lier Lels
Current positions
• c hairman of Supervisory Board North
Sea Petroleum Holding BV
• chairman of Supervisory Board
Reggefiber BV
• chairman of Supervisory Board Smit
Internationale NV
• member of Supervisory Board,
Reggeborgh Groep
• member of Supervisory Board Schiphol
Group NV
• member of Supervisory Board Zeeman
Groep BV
• member of Executive Committee,
Stichting ING Aandelen
• member of Executive Committee,
Stichting Administratiekantoor
‘Slagheek’
(19-10-1959)
Dutch nationality
• 2010 term limit
•m
ember of Supervisory Board, Trans
Link Systems BV
• member of Supervisory Board, Centre
for Telematics and Information
Technology, TU Twente
• member of the Advisory Council for
Science and Technology
Vice-chairman
Ir. A. (Aad) van der Velden
(02-09-1940)
Dutch nationality
• 2013 term limit
Main position
• f ormer Executive Director, Corus
Group plc.
Current positions
• c hairman of Supervisory Board,
Vitens NV
• chairman of Supervisory Board,
Nedap NV
• vice chairman, Committee of
Environmental Impact Reporting
• member of Development Cooperation
Commission / Advisory Council on
International Issues
Main position
•p
rofessional supervisor / independent
director
• former COO, Schiphol Group NV
Current positions
•m
ember of Supervisory Board, Royal
KPN NV
• member of Supervisory Board, USG
People NV
• member of Supervisory Board, Reed
Elsevier NV
• member of Supervisory Board,
Maersk BV
• member of Audit Committee,
Netherlands Court of Auditors
• member of the Council for Transport
and Water Management
• member of the Advisory Council for
Science and Technology
• member of Committee, Netherlands
Bureau for Economic Policy Analysis
• chairwoman Supervisory Board,
Foundation Nature and Environment
• member Foundation Aegon
Supervisory Board | Report of the Executive Board
15
Report of the Executive Board
The global financial crisis and its consequences for economic development had a
major impact on turnover, profit and organisation of the TKH Group.
The limited financial scope prevented many of TKH’s
which this higher target was met. TKH also made cuts in its
customers from making investments. The fall-off in demand
portfolio of activities in the context of the higher ROS target.
also prompted some of our customers to adopt a very cautious
The working capital requirement was reduced from 19.1% to
investment policy and led in many cases to the postponement
9.0% of turnover, partly as a result of the special Theory of
of existing orders. Furthermore, both customers and TKH itself
Constraints (TOC) programmes launched in 2008, which had a
took the initiative to reduce stocks, which also had a negative
positive effect on the reduction of the ‘capital employed’. This
effect on the turnover and value of production. The level of
demand picked up somewhat from the middle of 2009 as the
laid the basis for a strong increase in the ROCE, an important
target for TKH, when profits recover in the coming years, mark-
effects of the stock reduction weakened and customers felt
ing an important step towards achieving our target of a ROCE
able to make investments again.
within a bandwidth of 18% to 20%.
Since the middle of 2007, when the first signs of the financial
The company’s strategic development again received a lot of
crisis appeared, TKH’s policy has been to reduce its debt and
attention in 2009, which led to the decision not to cut back
it has shifted its focus to further successful development
on the costs of innovation. As a result, TKH was able to further
of innovations. Because the financial ratios for the debt
strengthen its position in many areas and accelerate the
were healthy at the beginning of 2009, TKH was able to focus
company’s strategic development. Stimulated by the Solution
entirely on its own agenda and was able to avoid other
measures that would have been at the expense of the company’s
Boards, the cooperation between solutions segments was good.
long-term prospects.
‘competence centers’ in the solutions segments greatly helped
the transfer of knowledge within the group, thereby improving
In response to the steep decline in turnover, TKH took firm
the positioning of the innovations within the TKH Group with
measures to reduce costs substantially. These measures have
a view to achieving a wider geographic spread in the core
also structurally lowered the cost level by reducing the number
markets in which TKH operates.
The ensuing synergy had a positive effect on results. The
of production locations in the group, thereby guaranteeing
greater efficiency in the future. Opportunities that arose
The organic decline in turnover was limited by the large
from a lower capacity utilisation rate were grasped to relocate
proportion of the turnover generated by innovations. This was
production capacity to guarantee that capacity was used
particularly evident in the Building Solutions segment, in which
optimally. In March 2009, the company announced a higher
turnover declined relatively little in comparison with the steep
target bandwidth for the ROS of 9% to 10%. A great many of
falls in the market as a whole. With its innovations, TKH was
the measures that were taken helped to accelerate the pace at
able to increase its market share in many segments and the
Executive Board
J.M.A. van der Lof MBA (right)
Chief Executive Officer
E.D.H. de Lange MBA (left)
Chief Financial Officer
Telecom Solutions
E.D.H. de Lange MBA
Building en Industrial Solutions
J.M.A. van der Lof MBA
Strategic Committee
J.M.A. van der Lof MBA – TKH (51)
E.D.H. de Lange MBA – TKH (44)
L. Klick – E&E (62)
J.J. Spanjer – VMI (66)
H. Schreitter – EFB (58)
H. Möhle – Intronics (56)
R.P. Innemee – TKH (50)
O. Frias – CAE Groupe (45)
R. Dieperink-Gielink MBA – TKH (40)
TKH Staff
Financial Affairs
G.A. Sleeking (37)
Personnel and Organisation
E.D.H. de Lange MBA
R. Dieperink-Gielink MBA
Company secretary
R. Dieperink-Gielink MBA
16
company profited from an early recovery by a number of
on the other to spread the use of capacity more efficiently.
customers, which then gave high priority to adopting TKH’s
Accordingly, the company was able to avoid having to take
innovations.
drastic measures in terms of redundancies and applications
for part-time unemployment benefit in the fourth quarter.
The opening of new establishments in Germany, Finland,
As a result, turnover fell more steeply in the first half of the
Lithuania and the Middle East also helped to curb the decline
year, so that the coverage of the costs in the first six months of
in turnover. In this respect, expanding the activities in the
the year was also substantially lower, leading to a lower result.
security and care systems segments received particular
attention.
The share of the turnover generated in the Netherlands rose
again for the first time in many years because the decline in
TKH adopted a flexible attitude in accepting requests from
turnover was more severe outside the Netherlands. This was
customers to postpone orders. In some cases, TKH also
due to the fact that the decline in turnover was steepest in the
consciously sought to have orders deferred until the second
Industrial Solutions segment, in which turnover is generated
half of 2009 or 2010. On the one hand, the intention was to
principally outside the Netherlands.
guarantee a high capacity utilisation rate in the future, and
Prestigious
Oplossing is
order
centraal
for VDG
gesteld
Security
VDG
OokSecurity
de focusininZoetermeer
onze oplossingen
(the Netherlands)
op het vergroten
distributes
van and
de efficiency
developsvan
high-tech
onze klanten
intelligent
in de vorm
IP van
video-management
ondersteunendesystems,
technologie
called
enDIVA
het leveren
(Digitalvan
Intelligent
geassembleerde
Video
‘plug
Architecture).
and play’ systemen
Herewith
droeg
VDGbij
has
aan
established
een boven-gemiddelde
a leading position
groei.
in In
thehet
Intelligent
vierde kwartaal
Video
Security
werdenmarket
tengevolge
all over
vanthe
deworld.
snel sterk
A fine
verslechterende
example is themarktomstandigheden.
prestigious order whichOok
VDG
de
has
focus
acquired
in onze
foroplossingen
the Formular
op1het
circuit
vergroten
in Abu van
Dhabi
de through
efficiency
her
van
exclusive
onze klanten
partner
in de
Atlas
vormTelecom.
van ondersteunende
More than 350
technologie
cameras provided
en het leveren
with the
vanDIVA
geassembleerde
system were installed
‘plug and
end
play’-systemen
2009.
droeg bij aan een boven.
17
report of the executive board
Financial developments
In the year under review, turnover dropped by € 270.6 million
Geographical distribution of turnover 2009
(- 27.1%) to € 726.4 million, from € 997.0 million in 2008.
in %
Organic turnover decline, corrected for the effects of raw
material prices, came in at 26.4%. The turnover drop in the
fourth quarter of 2009 was 20.9% compared with the fourth
quarter of 2008, which meant the fall in turnover was lower
than in the previous quarters of 2009, while the fourth
quarter of 2008 had shown a relatively high level of turnover.
The drop in turnover was strongest in Industrial Solutions,
with a 38.9% fall. Telecom Solutions saw its turnover fall by
17.4% and turnover at Building Solutions was down 15.6%.
Building Solutions in particular saw a marked improvement in
the second half of the year, when turnover was down 7.9%,
compared with a 22.7% drop in the first half. The contribution
to the turnover from Industrial Solutions fell to 41% from 48%,
while Telecom Solutions saw its contribution increase to 20%,
Netherlands
33
29
from 18%, and the share from Building Solutions increased to
Europe (other)
49
53
39% from 34%.
Asia
10
10
USA
4
6
Other
4
2
The gross margin as a percentage of turnover increased due to
2009 2008
the improved product mix, price increases introduced due to
lower volumes and the impact of lower raw materials prices.
The operating result after amortisation and exceptional items
The gross margin rose to 40.8% in 2009, compared with 37.1%
was down 78.5% in 2009.
in 2008. Operating costs excluding one-off charges were cut
considerably, by € 37.6 million or 12.8%, due to a targeted cost
The amortisation charge increased by € 2.5 million to € 9.0
savings programme. In the fourth quarter of 2009, we decided
million due to investments in R&D and acquisitions. There
to cancel some of the cost savings measures in the form of
was also a one-off write-down of € 3.7 million on licences and
subsidised part-time unemployment and working hours
capitalised goodwill relating to terminated activities.
reductions due to the fact that the order intake in some
segments was showing signs of recovery. In the financial year
Financial expenses increased to € 9.4 million in 2009, from
under review, we took an exceptional charge of € 16.0 million
€ 7.8 million in 2008. This increase was primarily the result of
for restructuring, which was largely aimed at the adaptation
of production capacity and increasing the efficiency of the
a negative currency effect of € 0.4 million in 2009, compared
with a positive effect of € 1.6 million in 2008. Also, the majority
organisation. Of this total, € 5.1 million was taken in the
of the debt reduction was effected in the second half of the year.
fourth quarter of 2009. A sum of € 3.7 million of the total
The result of participations (minus € 1.3 million) was strongly
was taken as a one-off write-down due to the termination of
affected by one-off charges for reorganisations implemented at
activities that contributed too little to the company’s profits.
several participations and the write-downs taken.
Depreciation costs, at € 16.2 million, were down slightly below
The normalised tax burden increased to 31.2% (2008: 26.7%)
the level of 2008 (2008: € 16.8 million).
due to a higher contribution of profits from other countries
with a higher tax burden and relatively higher non-tax
The operating result before amortisation and exceptional
deductible costs.
items (EBITA) dropped by 46.6% to € 40.7 million, from € 76.2
million in 2008. In the second half of the year, EBITA almost
Net profit before amortisation and exceptional items came
doubled to € 26.9 million, from € 13.8 million in the first half
in at € 18.1 million in 2009, down 61.9% from € 47.5 million
of the year. The ROS therefore increased from 3.9% in the first
in 2008. Net profit for 2009 was down 93.3% at € 3.1 million,
half to 7.2% in the second half of the year, and to 8.3% in the
compared with € 50.3 million in 2008. Earnings per share
fourth quarter.
came in at € 0.07, down from € 1.43 in 2008.
18
The cash flow from operating activities increased considerably
The strong cash flow led to a considerable strengthening of
to € 152.3 million, from € 53.4 million in 2008. The € 116.9
the company’s financial position. Compared to year-end 2008,
million reduction in working capital in particular had a
net bank debts were down € 117.4 million at € 69.4 million,
major impact on the increase in cash flow. Working capital
largely as a result of the reduction of the working capital and
as a percentage of turnover fell to 9.0%, from 19.1% in 2008.
a lower level of investment in tangible non-current assets.
This decrease was realised through a reduction of inventories,
The solvency ratio rose to 43.9%. compared with 40.7% in 2008.
the use of non-recourse factoring instruments worth € 17.8
TKH operates well within the financial ratios agreed with its
million and the optimisation of payment terms with suppliers
banks. The net debt/EBITDA ratio stood at 1.5 and the interest
and customers.
coverage ratio at 5.6 (including exceptional charges).
Net investments in 2009 stood at € 8.9 million, with around
The number of staff (FTE) at the end of 2009 was 3,564 (2008:
€ 4 million of this related to investment decisions made in
3,882).
2008.
Dividend proposal
In view of our strong financial position and the fact that 2009
stock to be charged to the reserves. The determination of the
was an extraordinary year, TKH is for once deviating from its
stock dividend will take place one day after the optional
policy of paying out 40% to 70% of the profit. The General
period expires on the basis of the average share price during
Meeting of Shareholders to be held on 27 April 2010 will
the final five days of trading of said optional period, which
therefore be asked to approve the payment of a dividend of
ends on 17 May 2010. The dividend will become payable in
€ 0.50 per (depositary receipt of) ordinary share (2008: € 0.66).
either cash or stock on 25 May 2010.
The proposal is for an optional dividend in either cash or in
C&C Poland is successful in digital signage market
Digital signage is an electronic display that is installed for public purposes. C&C Partners
Telecom in Poland, in collaboration with her Dutch sister company Intronics in Barneveld,
approached this market successfully in 2009. The Polish Silesia Tram was looking for a
qualitative and reliable audio-video CAT.5 distribution network for LCD displays, which
would be installed in trams. C&C Partners offered the solution and provides the required
systems for the first 18 trams. The displays are showing relevant travel information as well
as commercial information and advertisements.
19
Acquisitions, investments and divestment
Part of TKH’s strategy is to achieve growth and increase sales
In July 2009, the minority interest of 49% in Observision in
both organically and through acquisitions. In its acquisitions
Heteren extended to a 100% interest. After the acquisition
policy TKH focuses on structurally healthy companies with a
Observision is fully integrated into VDG Security. The
strong position in the important Telecom, Building and
development capacity of both companies are combined and
Industrial Solutions segments. The acquisitions policy is based
are utilized better.
on filling in the ‘blanks’, with the geographic focus on
Northwest, Central and Eastern Europe and Asia. TKH is also
increasingly looking for candidates with technology that will
In July 2009 a 49% stake in Scanton Parking+ in Houten was
acquired. Scanton Parking+ has a broad product portfolio for
supplement TKH’s existing portfolio and strengthen its posi-
the parking market. Under the brand name ‘iProtect PMS’ a
tion in the existing solution segments. TKH’s aim is to make
parking management system is positioned which possesses
an average of between one and three acquisitions each year
all the functionalities necessary for the management of
for between € 10 and € 50 million turnover each.
regulative and paid parking for large and smaller parking
places. Scanton Parking+ is established from the collaboration
By the rapidly changing economic and market circumstances in
between Scanton Engineering and Keyprocessor, which
2009, TKH has given a somewhat lower priority to acquisitions
and paid increasingly attention to organic growth opportunities
is member of the TKH Group since March 2008. Scanton
Parking+ achieves an annual turnover of approximately
by supplementing available technologies from the existing
€ 3 million.
portfolio to existing establishments and new establishments to
positioning this portfolio in new markets.
Investments
In 2009 the net investments in non-current assets totalled
As per 1 January 2009 a 100% stake was acquired in Capassy
€ 8.9 million (2008: € 32.5 million). The principal investments
in Etten-Leur (the Netherlands). The activities of Capassy
in tangible non-current assets involved the finalization of
focuses on cable assembly for the industrial market. The
the in 2008 initiated expansion investments in buildings for
activities have been integrated into TKH’s sub-segment
the production of tyre manufacturing systems and for the
connectivity systems, belonging to Industrial Solutions.
production of high-quality specialty cables as well as efficiency
The annual turnover amounts to € 1 million.
investments both in manufacturing and ICT. Depreciation on
tangible non-current assets totalled € 16.2 million in 2009
(2008: € 16.8 million).
Opening
Oplossing
of is
third
centraal
plantgesteld
for VMI Yantai
After
Ooknine
de focus
months
in onze
of preparations
oplossingenand
opconstruction,
het vergrotenVMI
vanYantai’s
de efficiency
third plant
van onze
was officially
klanten
2
opened
in de vorm
on 19van
May
ondersteunende
2009. With an technologie
additional 11,000
en hetmleveren
van geassembleerde
‘plug
of production
space, together
andexpansion
play’ systemen
bij aan een boven-gemiddelde
In The
het vierde
with
of thedroeg
sales department,
VMI is ready for thegroei.
future.
officialkwartaal
opening
werden
tengevolge
de snel sterk
marktomstandigheden.
was
performed
by Mr van
C. Cornielje,
the verslechterende
Queen’s Commissioner
for the province Ook
of de
focus in onze
op het
vergroten
efficiencyProvincial
van onze Executive
klanten inand
de
Gelderland,
Mrsoplossingen
M. van Haaren,
a member
of van
the de
Gelderland
vorm
van ondersteunende
technologie
en het Executive
leveren van
‘plug and
Mrs
C. Abbenhues,
a member
of the Provincial
of geassembleerde
Overijssel.
play’-systemen droeg bij aan een boven.
20
Personnel and organisation
The quality of both the organisation and the employees is a
Number of employees per Solution
in FTE’s
decisive factor in the success and growth of the TKH Group.
TKH’s strategy, and the ensuing challenging but realistic targets,
Telecom Solutions
are based on a market-driven, innovative approach. We stimulate
2008
entrepreneurship in our operating companies and demand a
lot of our employees. The market-driven approach leads to a
bundling of the strengths of our operating companies and a
clear cohesion in our activities. Creating a pleasant working
environment with open communication is important to
stimulate synergy and cooperation. Sharing knowledge raises
2009
681
649
Building Solutions
2008
2009
1.297
1.356
standards throughout the group. Our employees are clear about
what is expected of them and what their work is helping to
achieve.
2008
TKH has the reputation of being an interesting company to work
2009
1.886
1.540
for. The entrepreneurship in TKH and the scale of the business
units appeal to many people, who regard the company as a place
where they can develop with a large degree of independence and
programme. The criteria used in selecting the winner of the
responsibility. The innovative nature of TKH also contributes to
award are financial performance, business development,
its appeal.
innovative capacity and the level of entrepreneurship the
company displays.
TKH’s reporting structure is based on the segments Telecom,
Building and Industrial Solutions. The organisation and the
The ‘operational excellence’ programme has been widely
activities have also evolved in this direction. This structure
introduced throughout the TKH organisation. One element of
creates greater transparency for the operating companies. It
the programme is a ‘customer value performance’ programme,
promotes internal synergy and creates an inspiring environment
the aim of which is to improve the quality of every aspect of
that encourages the operating companies to share their
the operations, as well as increasing the loyalty and satisfaction
experience and knowledge and so grasp opportunities in the
of customers and employees. Following the initial analysis and
market. The establishment of Solutions Boards, made up of
measurement in 2007, plans for improvement were drawn up
managers from the operating companies, has enhanced the
for each operating company and implemented in 2008 and
development of the solutions strategy. The Solution Boards
2009. The second measurement showed that improvements
concentrate mainly on portfolio management, business
have been made and the average score is higher. Electro-Draad
development and optimising the profitability of each solutions
in Ittervoort (the Netherlands) was voted the company that had
area by increasing their cohesion.
made the greatest relative improvement in the TKH Group in
2009. The production companies also devoted a lot of attention
The further deterioration in the market conditions in 2009 also
to the T.O.C. (Theory of Constraints) programme in 2009.
affected the level of activities in TKH. Consequently, we were
This led, among other things, to a further reduction in
forced to make the necessary adjustments in our organisation.
delivery times, an improvement in the reliability of supply and
Regrettably, this was accompanied by the loss of jobs. On the
a reduction of the working capital. The Six Sigma quality
other hand, TKH invested in strengthening its commercial
programme was also rolled out to more production companies.
organisation to enable the company to respond quickly and
The Six Sigma programme has led to a reduction of waste at
effectively to opportunities in the market.
TKH and to fewer errors in the production process.
TKH’s feels it is important that companies can learn from each
TKH continued to invest in the know-how and skills of its
other and selects individual operating companies or clusters of
employees in 2009. A Management Development (MD)
companies to serve as a benchmark for the entire group. To this
programme has been established with Nyenrode Business
end, TKH has created an award for the ‘best performing TKH
School. The programme includes four separate modules
company’. The winner of the award in 2009 was ZTC in
covering subjects such as strategy, value creation and business
Zhangjiagang (China), in recognition of, among other things,
development, operation/project management and management
its outstanding performance in the ‘operational excellence’
and organisation. The programme is designed to promote the
21
personal development and leadership skills of the participants.
During meetings with members of the Strategic Committee
In addition to attending lectures, the participants will work in
special attention was devoted to the development of the results
groups on TKH business cases. The aim of the MD programme is
and the action plans designed to return the company to profit,
to identify managers with high potential and prepare them for
debt reduction, the priorities in relation innovation and
the next step in their careers. Team building is another impor-
portfolio management. The members of the Strategic Committee
tant aspect of the programme with a view to creating synergy
also discussed the different solutions segments in the context of
and promoting cooperation between the operating companies.
the current action plans and the synergy between the segments.
There are 26 participants from different countries following the
MD programme. The programme is an initiative of the Executive
The absenteeism rate amounted to 3.2% in 2009 (2008: 3.3%). In
Board itself, whose members will attend some parts of the
addition to preventing absenteeism due to sickness, we devoted
programme and give guest lectures. The Solution Boards will
a lot of attention to the reintegration of employees who had
also provide support and advice for the participants. TKH
temporarily been unable to participate in the labour process.
promotes training and education and endeavours to help its
Productive and intensive talks were held with the Central
employees to realise their ambitions.
Works Council in 2009. Many subjects were dealt with and
In its search for new talent, TKH maintains close contacts with
business schools and universities. TKH is one of the participating
the Executive Board appreciates the positive and constructive
companies in the University of Twente’s Scholarship Programme.
Works Council held one meeting in the presence of a delegation
In this way, we hope to recruit talented and highly- qualified
from the Supervisory Board. TKH considers its discussions with
employees, while at the same time helping the university to
the Central Works Council to be very important and attaches
further expand its international activities.
great importance to open dialogue. We are of the opinion that
manner in which these deliberations took place. The Central
an enterprising approach to worker representation ensures the
During the annual management meeting of members of the
attentive conduct of operations.
Executive Board and senior management in 2009 there was a
discussion of the company’s strategic development, innovation,
The number of permanent employees at year-end 2009 was
‘operational excellence’ and Corporate Social Responsibility.
3,564 (2008: 3,882).
Central Works Council
The Central Works Council of TKH
comprises the following members:
Mr
Mr
Mr
Mr
Mr
Mr
Mr
Mr
G. Töpfer (VMI), chairman
A.W. Broekman (VMI)
A.M. Busschers (TKF)
A.A.G.M. ten Hagen (TKF)
H. Hennen (Eldra)
J.Th.A. van Luyk (Isolectra)
R. Ooijevaar (EKB)
G. Roolvink (TKF) is official secretary
22
SWOT Analysis
The following is a list of TKH’s strengths and weaknesses,
Threats are:
opportunities and threats.
•new technologies from competitors with better prospects
than TKH’s technologies;
Strengths are:
•providing total solutions in the form of complete systems,
including engineering, service and maintenance;
•strong positions in the growth markets of communication,
care, security and efficiency;
•stand-out innovations with its own technologies, and
increasingly its own brands;
•harmonisation of niche specifications into standard
commodity solutions;
•scarcity of highly qualified, technical specialists in the short
and medium term;
•shortage of raw materials and fluctuating raw material
prices and currency rates;
•a severe economic slowdown.
•a good reputation and financial strength;
•benefits of scale through spread of technologies over
different product/market combinations and geographic
This SWOT analysis implies the following In terms of specific
challenges.
markets;
•a highly flexible niche player, which enables it to offer
specific solutions for customers efficiently;
•production capacity is highly flexible, because more than
70% of the capital-intensive production is outsourced;
•partnerships with suppliers of specific technology products
or solutions;
•successful acquisition policy and effective integration of
Strengths that can be used to seize opportunities are:
•the company’s financial strength can be used to make
acquisitions and to generate organic growth in the
promising market segments in which TKH operates;
•TKH’s European positioning, scale and innovations can be
used to profit optimally from the possibilities to increase
market share on the basis of its distinctive capabilities.
acquired companies in the organisation;
•an organisational model that gives priority to local
entrepreneurship and innovative strength;
•internal cooperation consolidates strengths and yields
economies of scale;
•the quality and commitment of our staff.
Strengths that can be used to stave off threats are:
•the company’s financial strength can be used to make
acquisitions and to generate organic growth in the
promising market segments in which TKH operates;
•TKH’s European positioning, scale and innovations can be
used to profit optimally from the possibilities to increase
Weaknesses are:
market share on the basis of its distinctive capabilities.
•a certain dependence on the expertise and know-how of a
small group of employees;
•limited capacity to develop our own technologies in
Building Solutions;
TKH can transform the following weaknesses into
strengths:
•strengthen the modest presence in South-East Asia by
•local responsibility makes cooperation more complex;
securing new market positions in this region through good
•relatively modest position in South-East Asia.
acquisitions and by increasing the overlap in the portfolio;
•invest in the capacity to develop new technologies in
Opportunities are:
•possibilities to increase market share through ability to
stand out in a number of promising segments;
Building Solutions and acquire companies with strong
development capacity or an interesting technology;
•invest in development programmes to increase the
•positioning in segments with above-average growth;
expertise of employees by establishing a good Management
•increase in geographic overlap in TKH from 55% to >70%;
Development programme and by hiring talent on the basis
•geographic expansion outside existing core markets;
of TKH’s good reputation.
•capacity and financial resources for acquisitions;
•expansion of portfolio for existing customers by offering
total solutions;
•a large proportion of solutions are still in the early stage of
their life cycle;
•the growing share of software in solutions and service
component.
23
Corporate Social Responsibility
We are well aware of our social duty and have made Corporate
Planet The effects of the business on the natural
environment.
Social Responsibility (CSR) one of our strategic priorities for
• By 2011, all of TKH’s production facilities must have an
TKH takes its Corporate Social Responsibility very seriously.
the coming years. To us, CSR implies that we must be mindful
environmental management system in place and have
of the impact our activities and business operations have on
obtained ISO 14001 certification. The environmental
People, Planet, Profit, and Positioning.
management system will allow all relevant environmental
aspects to be identified for each process. The next step will
•P
eople the social aspect of the business. The consequences of the business for people, inside the company and outside.
be to document how these aspects are to be controlled and
•P
lanet concern for the environment and climate.
standard have already been issued to TKH group companies:
The effects of the business on the natural environment.
•P
rofit the economic aspect of the business. A precondition
for the company’s survival.
monitored. Certificates of conformity to the ISO 14001
TKF in Haaksbergen (the Netherlands) and TFO in Nanjing
(China).
• Every TKH company has launched an energy-saving
•P
ositioning the company’s place and distinctiveness in
programme. The target is to reduce energy consumption by
the world in which it operates. Safeguarding our good
25% over the next three to five years. Reducing energy use
reputation.
will help to reverse climate change, but will also generate
savings on the gas and electricity bill.
A balanced approach to the four Ps will ensure sustainability
• TKH also wishes to achieve a 30% reduction in the cost of
and produce benefits for the company and the wider
paper and printed matter in 2010. The aim of the project
community. TKH typically takes a realistic and practical
is to make more efficient use of printers and cut back on
approach to CSR, which we regard as an integral part of our
the use of paper. Savings will generated by consciously
business. Although we fully intend to make a significant
switching printers on and off, double-sided printing and
contribution to creating a sustainable society, we wish to do
replacing some printers. We will also be assessing alternative
so in our own responsible way. Ongoing programmes will be
methods of communication to replace printed media.
continued and – where appropriate – intensified to reflect
the basic principles of CSR. Examples include the Operational
Excellence programme, which embraces a range of themes
relating to CSR, the Customer Value Performance programme,
which focuses on customer and employee satisfaction
(Positioning), but also other programmes aimed at increasing
the efficiency of production and reducing waste (Planet).
In 2009, the company responded promptly and decisively
• In 2009, we conducted an analysis of our fleet of leased cars
in the Netherlands. Our target is for all vehicles to carry an
A, B or C label (for CO2 emissions) by 2011. Staff will be
encouraged to take measures to save on fuel.
• In the course of the 2010 financial year, we expect to have a
clear picture of the company’s carbon footprint and will
formulate measures designed to reduce it.
• At the same time as introducing cost-cutting measures, we
to the economic downturn with a series of major changes
have also made sustainable investments. In 2009, we
demanding priority with a view to restoring profitability
invested in a video conferencing system, which can now be
(Profit). Production capacity was put to different uses and
used by staff in those countries where TKH operates a local
organisations were forced to adapt to the changing circum-
facility. This will save on travel and fuel costs and allow
stances. Paradoxically, these changes in market conditions
enabled us to achieve some of our goals in terms of efficiency
and sustainability sooner than anticipated.
management to use their time more efficiently.
• Through its Operational Excellence programme, TKH
continually focuses on reducing waste and scrap. The
Theory of Constraints programme is designed to improve
TKH’s guiding principle is that we wish to be a ‘runner up’ in
production efficiency and, accordingly, reduce energy use
the field of CSR: compliance with relevant key aspects of CSR
and waste. The Six Sigma Quality Programme has already
in the medium term, while striking a proper balance between
led to a reduction in waste. VMI, a TKH group company
short-term and long-term results and without losing sight of
based in Epe, the Netherlands, has invested heavily in
the company’s interests. After studying the matter carefully
sustainable innovation in the workplace by introducing an
in 2008, in 2009 TKH formulated a CSR policy and identified a
improvement programme aimed at making the organisation
series of projects will be rolled out across the entire group.
‘slim’ and ‘economical’, cutting out waste. The programme
The priorities of the company’s policy on each of the four
encourages employees to volunteer innovative ideas and
Ps are described below.
propose small improvements to the production process.
The idea is that employees will initiate projects themselves
24
The effects of the business
of the company
Positioning
Safeguarding our
Profit
People
for people
Planet
Consequences of the business
good reputation
on the natural environment
A precondition for continuity
and actively contribute to their implementation. This will
Profit A precondition for the company’s survival.
not only lead to substantial improvements, but also raise
• The rapidly changing economic conditions have had an
awareness of sustainability.
impact on TKH’s operations. We responded promptly and
effectively to this situation in order to improve result in
People Consequences of the business for people,
the short term. A debt reduction programme and several
inside the company and outside.
cost-savings programmes have been introduced. In addition
• TKH endeavours to be a good employer and constantly strives
to cost reductions, we have invested in innovation,
to provide a healthy and stimulating working environment.
entrepreneurship and customer retention. The planned
In 2009, TKH’s Code of Conduct was amended to reflect
reorganisations were accelerated, allowing the TKH group
current social themes and distributed throughout the group.
to adjust to market conditions as well as possible. We are
The Code of Conduct can be downloaded from the TKH
well-positioned as a group to respond to new opportunities
website.
• As stated on page 20, we launched a long-term programme to
invest in the competencies and skills of our employees. We set
up a Management Development programme together with
Nyenrode Business School.
•T
KH is an international group of companies whose employees
as and when they arise.
• Through joint purchasing and by sharing knowledge in the
area of procurement, we can achieve synergies in the field
of purchasing. In recent years, TKH has consolidated its
purchasing of raw materials, component and products as
part of its portfolio of products and systems. Purchasing
come from a variety of different countries. This diversity of
agreements on non-product related (NPR) goods and services
nationalities in the individual companies and in the group
have also been combined and energy is purchased centrally
as a whole is so much a part of the company that we do not
in the Netherlands.
actively pursue a diversity policy. In previous reorganisations,
we placed a great deal of emphasis on maintaining a
Positioning Safeguarding our good reputation..
professional organisation of skilled and motivated employees.
• TKH’s innovative products are increasingly tailored to
We consider this to be of far greater importance than
the latest trends in sustainability. Examples include smart
establishing fixed ratios in terms of the number of full-time
electricity meters, intelligent lighting systems and the
and part-time employees or the number of men and women.
• Details of other People-related initiatives and targets are given
company’s healthcare systems.
• TKH participates in a forum to discuss applications of the
in the section on Personnel and Organisation on page 20
cradle-to-cradle (C2C) concept in the Cables and Pipes sector.
and 21.
The aim of the talks is to reach a consensus on the
opportunities presented by C2C in this market segment.
The C2C philosophy is that every material can, after the
25
• As part of our CSR policy, we support a variety of charitable
end of its useful life in one product, be reused in another
causes. For several years now, the company has sponsored
product. BB-LightConcepts, a TKH operating company based
‘De Opkikker’, a foundation which organises outings for
in Doetinchem, the Netherlands, is at a very advanced stage
families with children who have been ill for an extended
of the process of obtaining a C2C certificate, indicating that
period of time. We also provide financial support for
it is a sustainable business that operates entirely in
cultural projects, including the International Piano
compliance with the C2C principle. All materials used in
Competition for Young Musicians.
the BB-lightpipe - BB-Lightconcepts’ sustainable and energy-
Guest lectures were given and the cable production process
efficient lighting system - are fully recyclable or can be
was explained at the weekend school run by ‘Toppers op
reused in other products.
Zondag’, a foundation which offers extra-curricular
• In 2009, TKH completed its Customer Value Performance
programme. The programme has provided us with valuable
information on customer satisfaction, the extent of
customers’ loyalty to us and our performance against the
activities to motivated children aged 10 to 14 from less
advantaged backgrounds.
• We will step up our efforts to embed CSR in our internal
communications in order to raise awareness among our staff.
benchmark. TKH companies achieved an average score of
7.8, being on the level of the benchmark. In 2010, TKH will
CSR is firmly embedded in the TKH organisation and is incor-
continue to give high priority to customer satisfaction in
porated in the operating companies’ business plans. In 2010,
order to improve customer retention and with the aim of
we will work hard to build further on our policy towards CSR
outperforming the benchmark.
on the basis of the four Ps.
Outlook
Within Telecom Solutions no recovery is visible yet in
Within Industrial Solutions clear signs of a partial recovery
investments in the maintenance of copper networks. In
are visible as of the fourth quarter 2009. The priority for
the field of optical fibre networks, investments are being
efficiency investments has clearly increased in the industrial
prepared for networks to the home. The financial headroom
sector. With its innovative solutions, TKH is well positioned to
for investments will determine to what extent these
benefit from this recovery. It is however unclear whether the
preparations will actually turn into investments.
higher investment levels will continue in the coming quarters.
Within Building Solutions a further decline of the investments
De market conditions in most market segments TKH operates
levels in the construction sector in Europe is factored in.
in remain uncertain. The cost savings realised, the other
TKH, however, focuses mainly on infrastructural projects,
measures we have introduced, the continuing focus on
where there are, partly due to government-sponsored
innovations and the strong financial position give TKH a solid
investment stimulus packages, compensation opportunities.
basis for the improvement of its turnover and result compared
The harsh winter in the first quarter of 2010 will negatively
to 2009, under unchanged circumstances.
impact turnover. The innovations in the field of security,
energy saving systems and systems for more efficient remote
care offer prospects for growth in these sectors.
26
TKH’s corporate structure has been tailored entirely to the business segments
Telecom, Building and Industrial Solutions. The aim of the business segments is to
provide the best possible total solutions for the markets in which they operate.
This structure creates greater transparency for the operating companies. It promotes
internal synergy and creates an inspiring environment that encourages the operating
companies to share their experience and knowledge and so grasp opportunities in
the market.
The formation of Solutions Boards, consisting of managers of TKH companies, leads
to a further tightening of the solutions strategy. These Solution Boards focus primarily
on portfolio management, business development and optimization of the profitability
of the solution segment by means of increasing the cohesion.
Active in 20 countries
TKH has worldwide 3.564 employees. The head
quarter of TKH is in Haaksbergen (the Netherlands).
TKH has 65 subsidiaries in 20 countries.
•
•
•
•
•
•
•
Belgium
Brazil
China
Denmark
Finland
France
Germany
•
•
•
•
•
•
•
Netherlands
•
•
•
•
•
Poland
Emirates
Singapore
•
USA
Italy
Lithuania
Malaisia
Marocco
Spain
Sweden
Taiwan
Turkey
United Arab Overview per business segment
In the Telecom, Building and Industrial Solutions business segments, TKH integrates
the group’s basic ICT and electrical engineering technologies into total solutions.
TKH strives to apply basic technologies and knowledge of those
production of specialty cable, optical fibre, and optical
technologies and procedures in different business segments.
fibre cable. The company carries out roughly 30% of the
Capacity in the area of system integration, engineering,
service and maintenance, logistics, assembly and production
is also shared within and among the three business segments.
Software is an increasingly important element of the integrated
solutions.
• As part of our effort to optimize ROCE and the flexibility
capital-intensive production internally.
• Components and products are purchased from various
suppliers and then assembled into systems in-house as
far as possible.
• TKH develops distinctive technologies itself and in colla boration with suppliers. Whenever TKH works in partner-
of our capacity, TKH tries to outsource as much of the
ship with third parties it tries to retain ownership of the
capital-intensive production as possible. We aim to retain
technology or stipulate that third parties will supply the
capital-intensive production capacity in-house where this
technology exclusively to TKH in the countries where it
is necessary for strategic reasons. That applies for the
operates.
Telecom Solutions
Building Solutions
• Indoor telecom systems
•B
uilding technologies
• Connectivity systems
•F
ibre network systems
•S
ecurity systems
• Manufacturing systems
•C
opper network systems
•C
onnectivity systems
Markets
Markets
Markets
•T
elecom operators
•U
tility market
• Machinery building industry
•C
able operators
•G
overnment
• Process industry
•S
ervice providers
•T
raffic infrastructure
• Tyre building industry
•T
elecom installers
•C
are institutions
• Medical industry
•T
elecom retailers
• Parking organisations
• Robot industry
•H
ousing association
•M
arine and offshore
• Automotive industry
•R
ail
• Can making industry
•E
nergy companies
27
28
Telecom Solutions
Profile
Telecom Solutions develops, produces and supplies systems ranging from
outdoor infrastructure for telecom and CATV networks through to indoor
home networking applications. The focus in this business is to provide
customers with systems that are totally care-free due to the accompanying
system guarantees we provide. Around 40% of the portfolio consists of optical
fibre and copper cable for node-to-node connections. The remaining 60%,
consisting of components and systems in the field of connectivity and
peripheral equipment, is used mainly in the network’s nodes.
20% of TKH’s overall
turnover
Telecom Solutions accounts for 20% of TKH’s overall turnover.
In geographic terms, the principal markets are Northwest, Central and Eastern
Europe and Asia.
Indoor telecom systems
Fibre network systems
Telecom Solutions consists of three sub-segments:
Home networking systems, broadband connectivity, IPTV-software solutions.
Optical fibre, optical fibre cable, connectivity systems and components,
peripheral equipment.
Copper cable, connectivity systems and components, active peripherals.
Copper network systems
Key figures full year Telecom Solutions
2009
2008
Turnover 149.2
180.6
- 17.4
16.3
23.0
- 29.2
10.9%
12.7%
EBITA before exceptional items ROS before exceptional items Segment
Change
Sub-segment
9%
6%
Service
Markets
Assembling
5%
Outsourced Manufacturing
Inhouse Manufacturing
20%
Business-model
R&D and System enigneering
Telecom Solutions
share
• Telecom operators
• Cable operators
• Service providers
• Telecom installers
• Telecom retailers
• Housing association
in %
29
Developments in the year under review
Turnover within the Telecom Solutions segment fell to € 149.2
year, which led to a further shift away from investments in
million. The reduced raw material prices had a negative
copper networks to optical fibre networks. Investments in
impact of 0.6% on turnover. The drop in turnover was
optical fibre networks in Europe were hampered to some
particularly notable in indoor telecom systems and outdoor
extent by the limited financing options. We acquired various
copper network systems. This was due to the reluctance to
new projects with the ACE concept for FTTH solutions. We
invest among consumers and telecom operators. The drop in
also launched innovations in the field of connectivity to
optical fibre networks systems was limited.
reduce the throughput time of project installations and
simplify the installation process itself. We successfully
EBITA before exceptional items fell to € 16.3 million. The
launched the bend-insensitive fibre, which is insensitive to
reduced EBITA was largely the result of the drop in turnover.
minor bending stresses. Operators gave investments in FTTH
The high depreciation costs due to the partial coverage of
solutions a higher priority following the development of new
the one-off depreciation taken on the optical fibre activities
services in areas including health care applications. In Europe,
in 2008 were offset by a reduction of the other expenses.
governments launched various initiatives to encourage
This made it possible to maintain ROS at a solid level. An
investments in optical fibre networks.
exceptional charge of € 1.7 million was taken for restructuring.
The increased value of Asian currencies resulted in higher
purchasing costs for raw materials and components for optical
Turnover was down 22.8%, with the drop slightly lower in
fibre networks, particularly in the first half of the year. This
the second half of the year than in the first six months. The
was offset by efficiency improvements.
drop in turnover was partly due to the lower level of activity
in the European construction sector and reduced spending by
consumers on upgrading peripheral equipment for broadband
connections. Turnover in IPTV solutions increased. We completed
Turnover in this segment dropped by 25.9% largely because
the development of the IPTV compact system, which allowed
investments shifted towards optical fibre networks. The roll-
us to take new positions for small scale solutions in the
out of broadband networks in the form of ADSL2+ and VDSL
hospitality and care markets.
in particular suffered as a result. The strong focus on
telecom companies restricted their investment levels and
operational cost reductions among telecom operators also
led to considerably lower maintenance investments in network
Turnover dropped by 5.4%. Demand for optical fibre in Europe
hubs. This had a negative impact on the turnover in
was down more than 25%, while demand in China increased.
connectivity components. Turnover recovered slightly in the
The priority to invest in optical fibre networks increased last
second half of the year but remained at a relatively low level.
Number of FTEs
Telecom Solutions
681
649
30
Building Solutions
Profile
Building Solutions develops, produces and supplies solutions in the field of
efficient electro-technology ranging from applications within buildings through
to technical systems that – combined with software – provide efficiency solutions
for the care and security sectors. TKH’s know-how focuses on connectivity
systems in combination with efficiency solutions aimed at reducing the
throughput time of installation realisation in buildings. In addition, the segment
focuses on intelligent video, intercom and access management systems for
a number of specific sectors, including elderly care, parking and security for
buildings and grounds.
turnover
Building Solutions accounts for 39% of TKH’s overall turnover.
Europe and Asia.
Building technologies
Security systems
Connectivity systems
Building Solutions consists of three sub-segments:
Energy-saving light and light switch systems, energy management systems,
care systems, structured cable systems.
Systems for CCTV, video/audio analysis and detection, intercom, access
management and registration, central control room integration.
Specialty cable and connectivity components (systems) for shipbuilding, railways,
infrastructure, solar and wind power, as well as installation and energy cable for
niche markets.
Key figures full year Building Solutions
Segment
Change
2009
2008
in %
Turnover 283.1
335.3
- 15.6
EBITA before exceptional items 19.8
27.1
- 27.2
ROS before exceptional items 7.0%
8.1%
Sub-segment
11%
18%
Service
Security systems
Markets
Assembling
10%
39%
Business-model
Building Solutions
share
• Utility market
• Government
• Traffic infrastructure
• Care institutions
• Parking organisations
• Marine and offshore
• Rail
• Energy companies
31
Turnover in the Building Solutions segment fell to € 283.1
in construction activity levels in western Europe and in
million. Reduced raw material prices had a negative impact
particular to an increase in the market share due to
on turnover of 3.2%. Turnover recovered somewhat in the
innovations launched and the expansion of the commercial
second half of the year, and as a result the drop in turnover
organisation. The areas that developed the strongest were the
was limited to 7.9% in the second half. The recovery was due
care sector, energy saving systems for lighting and electricity
to an increase in turnover in innovations, particularly in the
management.
security systems and buildings technologies segment. The
cold winter in Europe had a negative impact on turnover in
Security systems
connectivity systems in the first half of 2009 due to limited
Turnover in this sector increased by 11.7%. The acquisition of
deliveries of infrastructural cables in the first months of
the year. In the second half of 2009, turnover in connectivity
Keyprocessor, VDG, Ithaca in 2008 and Observision in 2009
systems increased as a result of European government-sponsored
increased our market share in this segment with distinctive
investment stimulus packages aimed at infrastructure
technological innovations. The video analysis and detection
projects.
systems and the security platform ‘I-protect’ made particularly
made considerable contributions to turnover growth. We also
marked contributions to this growth. The new positions we
EBITA before exceptional items dropped to € 19.8 million.
were able to secure through the opening of the new locations
This fall was largely booked in the sub-segments connectivity
also had a positive impact on turnover, while there was a
systems and building technologies. In the second half of the
dip in the market for security systems. The share of security
year, EBITA recovered strongly with a considerable increase
systems in overall turnover increased to around 11.1%,
compared to the first half. Compared with the second half of
compared with 7.2% in 2008, which was a further step towards
2008, EBITA was up 15.4% in the second half of 2009. This
increasing the contribution to turnover to at least 20% in 2012.
increase was due to a strong cost reduction in the second half,
an increase in the margin as a result of price increases and
a more limited drop in turnover. In 2009, we took an
Turnover in this segment was down 27.8%. Of this total, 5.7%
exceptional charge of € 3.7 million, € 3.0 million of which was
was due to reduced raw materials prices. Since a major part of
taken in the second half. The company took a one-off write-
these activities is linked to infrastructural projects, the cold
down of € 1.4 million relating to the termination of activities.
winter period had a considerable negative impact in the first
half of the year. Customers reducing their inventories also
The measures introduced and partial recovery of the turnover
affected results in the first half of the year. Turnover recovered
boosted ROS to 10.1% in the second half of the year, compared
somewhat in the second half of 2009, due to the growing
with ROS of 3.5% in the first half of the year.
demand for infrastructural solutions, partly as a consequence
of European government-sponsored stimulus packages. This
led to a smaller turnover drop in the second half of the year
Turnover in this segment was down 11.8%. Turnover recovered
(19.2%). The reduced level of activity in the European construc-
largely in the second half (drop in turnover in second half of
tion sector had a negative impact on turnover but this drop
2009: 3.2%). The recovery was the result of a limited increase
was partly offset by growth in the activities in the solar sector.
Number of FTEs
Building Solutions
1.297
1.356
32
Profile
Industrial Solutions, develops, produces and supplies solutions ranging from
specialty cable, “plug and play” cable systems through to integrated systems
for the production of car and truck tyres. The know-how in the field of
automation of production processes and improving the reliability of production
systems gives TKH a distinctive ability to respond to the desire of a number
of specialist industrial sectors, such as tyre manufacturing, robot, medical and
machine manufacturing industries, to increasingly outsource the construction
of production systems or modules.
turnover
Industrial Solutions accounts for 41% of TKH’s overall turnover.
Europe and Asia.
Manufacturing systems
Industrial Solutions consists of two sub-segments:
Specialty cable systems and modules for the medical, robots, automotive and
machine building industries.
Advanced manufacturing systems for the production of car tyres and truck tyres,
can washers, product handling systems and machine control systems.
Key figures full year Industrial Solutions
Segment
2009
2008
Turnover Change
in %
294.1
481.2
- 38.9
EBITA before exceptional items 12.2
34.6
- 64.08
ROS before exceptional items 4.1%
7.2%
Sub-segment
19%
Service
Markets
Assembling
22%
41%
Business-model
share
• Machinery building
industry
• Process industry
• Tyre building industry
• Medical industry
• Robot industry
• Automotive industry
• Can making industry
33
Turnover in the Industrial Solutions segment fell to € 294.1
million. Reduced raw material prices negatively impacted
Turnover in this segment was down 37.9%. The turnover
turnover by 2.5%. Turnover dropped in both connectivity
drop was slightly less in the second half of the year due to a
systems and manufacturing systems, with the latter showing
recovering market, due in part to the fact that customers
the greater drop of 40.0%. The activities within Industrial
stopped reducing their inventories. Turnover fell by 33.1% in
Solutions are strongly related to capital goods, in particular
the second half of the year. The majority of the customers are
in the robot, machine building and the tyre manufacturing
connected to the automotive industry and these customers
industries. Customers in these sectors drastically reduced their
were faced with the virtual disappearance of demand for
investment levels.
investment goods. The activities relating to the robot industry
and the machine building industry in Germany were
EBITA before exceptional items dropped to € 12.2 million.
particularly hit hard by the very low level of investments and
The very strong and sudden drop in turnover meant we could
the postponement of deliveries in these sectors. In some
not entirely adjust the cost levels to the lower activity levels,
segments, turnover fell by more than 70%. Reductions in
which in turn meant the impact of lower turnover on profit
working hours largely offset the reduced capacity demand.
was disproportionate. Results improved in the second half of
the year due to the measures introduced. The result was down
32.6% in the second half of 2009, compared with the same
Turnover dropped by 40.0%. The turnover reduction increased
period of 2008 (H1 2009 compared with H1 2008: 81.6%).
in the second half of the year, but order intake increased
A drastic cost savings programme was introduced, with an
considerably compared with the first half. Order intake in the
exceptional charge of € 6.8 million, largely related to the
tyre manufacturing systems segment, which accounts for 80%
manufacturing systems operations. In addition, a one-off
of the activities in this segment, even returned to 2008 levels
write-down of € 2.3 million was taken for capitalised licensing
in the fourth quarter of the year at € 50 million.
costs related to terminated activities. We closed down two
In the first half of 2009, customers focused primarily on cash
production facilities in Germany, which means the production
management, which reduced investment levels to a minimum.
for manufacturing systems is now concentrated in the
The short earn-back time for TKH’s technology, in relation to
Netherlands and China.
the pressure to realise efficiency improvements, meant that
some customers shifted their priority back to investments in
the second half of 2009. The innovations in this segment are a
success in the market, which allowed us to gain market share
in a very difficult market.
Number of FTEs
1.886
1.540
34
Corporate Governance
at TKH
The Executive Board and Supervisory Board attach great importance to complying
with the principles of integrity, accountability and transparency in the management of
the company. To achieve this, the Executive Board and Supervisory Board are explicitly
guided by the Dutch Corporate Governance Code.
On 10 December 2008, the Corporate Governance Monitoring
Netherlands accounted for 45% or less of the total workforce
Committee (the “Committee”) published an updated version of
for an uninterrupted period of two years the issue would again
the Dutch Corporate Governance Code (Government Gazette,
be placed on the agenda.
3 December 2009, no. 18499), based on the original version
published on 9 December 2003. Replacing the 2003 version, the
We wish to emphasise that the two-tier board system is important
revised Code (the “Code”) came into force on 1 January 2009.
to the company and our operations. More than any other
system, it allows us to strike the proper balance between the
The amendments to the Code have been analysed to determine
interests of the company’s various stakeholders. The Executive
how they affect TKH. We regard the revised Code as a new target
Board and Supervisory Board have overall responsibility for
for expanding and deepening the company’s existing corporate
considering the whole of these interests with a view to ensuring
governance structure.
the company’s continuity. A two-tier board system also
contributes to unity of policy between the international holding
TKH is in compliance with the majority of the recommendations made in the Code. In this annual report, we explain how
company and the Dutch-based operating companies.
we have gone about incorporating the changes and additions
Executive Board
made to the Corporate Governance Code 2003. We have, for
The Executive Board is in charge of overall business
example, revised the Internal Rules of the Executive Board and
management and, as such, is responsible for achieving the
the Supervisory Board, the profile for members of the
company’s objectives, formulating its strategy and associated
Supervisory Board, the Internal Rules of the Audit Committee
risk profile, the development of its results and the relevant
and the Appointment and Remuneration Committee, and
social aspects of its business. The Executive Board is also
our Code of Conduct. In this chapter, we confine ourselves to
responsible for compliance with all relevant laws and regula-
providing a brief overview of the main features of TKH’s
tions, operational risk control and the company’s financing.
Corporate Governance structure, explaining the points on
which we have chosen to depart from the Code and stating
The Executive Board has a maximum of five members.
the reasons why, as well as describing the measures we propose
Given TKH’s structure, the Executive Board currently has two
taking to implement the provisions of the Code in order to
members: the Chief Executive Officer, who is also chairman
further improve our corporate governance structure.
of the Executive Board, and the Chief Financial Officer. For
practical reasons, the Executive Board has agreed on a division
An outline of TKH’s Corporate Governance
structure
of duties, assigning responsibility for certain functional and
TKH Group NV (“TKH”) is a public limited liability company
Board, and each individual Executive Board member, is
under Dutch law. The management of the company is entrusted
independently authorised to represent the company.
operational areas to its individual members. The Executive
to the Executive Board and overseen by the Supervisory Board.
The business has grown over the last few years, during which
In accordance with the company’s objectives and Dutch law,
time the operations abroad have expanded at a greater pace
the Executive Board must act in the interests of the company
than our Dutch-based operations. The majority of our workforce
and its affiliated businesses within the TKH group, having
is now based abroad. This means that TKH is no longer required
regard to the interests of the company’s stakeholders. The
to adopt the two-tier board system provided for in Article
Executive Board is accountable to the Supervisory Board. The
2:153(3)(b) of the Dutch Civil Code [Burgerlijk Wetboek].
Executive Board acts in accordance with a set of internal rules
On 28 April 2009, however, the General Meeting of Shareholders
laying down the procedures for its meetings, decision-making
approved the proposal for TKH to continue to apply the two-tier
and communication with the Supervisory Board, as well as the
board system voluntarily (Articles 2:158 to 2:164 of the Civil
division of duties.
Code), with the proviso that if the number of employees in the
corporate governance
Evaluation of the Code
35
•As regards best practice provisions II.2.10 to II.2.15 on the
TKH endorses and applies the principles governing “Role
remuneration policy and remuneration report, please refer
and procedure” (II.1), “Remuneration” (II.2), and “Conflicts of
to the remuneration report on page 102. If any adjustment
interest” (II.3) as defined in the Code, unless otherwise stated
is made in the value of a variable remuneration component
below. TKH also agrees with the related best practice provisions.
conditionally awarded to the Executive Board (best practice
TKH makes the following reservations:
•The best practice provision stipulating a maximum four-year
provision II.2.10), or the claw-back clause is applicable (best
term of office (II.1.1) is departed from with regard to the
current members of the Executive Board because their existing
employment contracts are being honoured. We will take the
best practice provision into account for future appointments.
•Details of how we have embedded the revised/new best
practice provision II.2.11), this will be stated in the
remuneration report.
Supervisory Board
The Supervisory Board oversees the policy pursued by the
Executive Board and the general affairs of the company and its
practice provisions II.1.4 and II.1.5 are given in the “Risk
affiliated businesses. It also furnishes advice to the Executive
Management” chapter in this Annual Report.
Board. In exercising its duties, the Supervisory Board is guided
•The company supports, and has incorporated in an internal
by the interests of the company and its affiliated businesses,
protocol, best practice provision II.1.10 on the timely and
having regard to the interests of the company’s stakeholders.
close involvement of the Supervisory Board in the event of
The Supervisory Board also takes account of any relevant social
a takeover, if a takeover bid is prepared for the company’s
aspects of the business.
shares or depositary receipts for shares, and best practice
The Executive Board provides the Supervisory Board in a timely
provision II.1.11 which, in the event of a takeover bid,
fashion with any information that the Supervisory Board
requires that the Executive Board should discuss any request
requires to perform its duties.
from a competing bidder with the Supervisory Board without
delay.
•Details of the remuneration policy are given on page 102 of
In consultation with the Executive Board, the Supervisory Board
sets the number of Supervisory Board members, subject to a
the Annual Report. The new best practice provisions II.2.1
minimum of three and a maximum of seven. The Supervisory
to II.2.3 are incorporated in the remuneration policy,
Board currently has five members. Supervisory Board members
including the requirement to perform a scenario analysis
are nominated by the Supervisory Board and appointed by the
before drawing up and adopting the remuneration policy.
General Meeting of Shareholders, with the Executive Board,
The Executive Board is eligible for a share scheme instead of
Central Works Council and General Meeting of Shareholders all
an option scheme (as provided for in best practice provision
having the right to issue recommendations. Candidates are
II.2.4). As regards best practice provision II.2.8, remuneration
expected to meet the criteria set out in the profile. Supervisory
in the event of dismissal is subject to a maximum of one
Board members are appointed for a four-year term, and may
year’s salary. There is no ‘change of control’ clause in the
subsequently only be reappointed for a full term twice. The
Executive Board members’ existing employment contracts
members step down in accordance with a retirement schedule.
(best practice provision II.2.14).
Philip Houben designated Supervisory Board
“My immediate response was positive when I was asked whether I would be interested in
joining TKH’s Supervisory Board. I knew the company, had already been keeping an eye on
it for several years and had an affinity with the company’s markets and shareholders. That
positive reaction was only reinforced by my meetings with colleagues, the members of the
Executive Board and a delegation from the Central Works Council. A company is more than
the sum of its products and markets. The style of leadership, the team spirit and the culture
are just as important. I recognised the “soft” characteristics of the company and felt at
home there, so I gladly accepted the nomination. I hope and believe that my experience
in international business, acquisitions and corporate governance, and my knowledge of
building-related markets will prove to be of great value for TKH.”
36
The members of the Supervisory Board elect a chairman and
performance of Supervisory Board and Executive Board
vice-chairman from among their number. The Supervisory
members is concerned. The Vice-Chairman deputises for the
Board is assisted by TKH’s Company Secretary, who is also
Chairman as required. The Vice-Chairman is the point of
responsible for minuting the Supervisory Board’s meetings.
contact for the individual Supervisory Board and Executive
Board members as regards the Chairman’s performance
Details of the Supervisory Board’s current composition are
given on page 14 of the Annual Report and on TKH’s website.
(in line with best practice provisions III.4.1 and III.4.4). This
is laid down in the Supervisory Board’s internal rules.
• In accordance with the principle governing the ‘Composition
and role of three key committees of the Supervisory Board
TKH endorses and applies the principles and best practice
(principle III.5), a Remuneration Committee and a Selection
provisions governing the Supervisory Board as set out in
and Appointment Committee must be set up. TKH has
Chapter III of the Code, unless otherwise stated below. The
combined both committees into a single Appointment and
internal rules of the Supervisory Board and its key committees
Remuneration Committee, in view of the current size of the
have been adjusted to reflect the revised provisions of the Code.
Supervisory Board and the division of duties among its
In doing so, the guiding principle has again been that the new
members. In line with best practice provision III.5.13 on the
provisions must form an integral part of those rules. We feel it
use of a remuneration consultant, the Appointment and
is important, however, to note the following.
• The Supervisory Board evaluates its own performance and
Remuneration Committee assures itself that the consultant
that of its committees and individual members at least once a
concerned renders no advice to Executive Board members.
year. Once a year the Supervisory Board also discusses the
performance of the Executive Board and of its individual
A General Meeting of Shareholders is held once every year.
members, in their absence, and the conclusions that must be
Extraordinary General Meetings are held as often as the
drawn from its assessment. Precisely how it has assessed its
Executive Board or the Supervisory Board considers advisable,
performance and that of its committees and individual
and as often as shareholders and/of depositary receipt holders
members is explained in the Report of the Supervisory Board
representing no less than 10% of the issued capital so request in
in the Annual Report (best practice provision III.1.7).
• A profile of the Supervisory Board has been prepared on the
basis of best practice provision III.3.1, addressing the diversity
writing, stating the items to be discussed. Requests of this kind
are to be made to the Executive Board and Supervisory Board.
of the Supervisory Board’s composition that is relevant to the
company and the specific objectives pursued by the
Supervisory Board in terms of diversity. The Supervisory
provisions governing the shareholders as set out in Chapter IV
Board conducted its annual assessment on the basis of its
of the Code, unless otherwise stated below.
current composition. The Supervisory Board meets the diver-
• Depositary receipts for shares (principle IV.2): The ordinary
sity criterion in that its members include both men and
shares in the company, except the registered shares, have
women and representatives from different countries.
•The Supervisory Board Chairman is the first point of contact
been transferred to the Stichting Administratiekantoor TKH
for the Executive Board and the shareholders as far as the
shares, the Stichting Administratiekantoor TKH Group has
Group by means of a notarised deed. In exchange for the
TKH Logistics provides excellent logistics performance
TKH Logistics in Haaksbergen (the Netherlands), is a specialist in warehousing. Its
services encompass storage, transport & distribution and Value Added Logistics (VAL).
It offers these logistics services on a ‘stand alone’ basis or as part of an integrated total
logistics solution. As well as external clients, seven TKH companies use the services
of TKH Logistics. They benefit from not having to invest in their own logistics infrastructure, a high service level and excellent logistics performance.
corporate governance
issued depositary receipts. The voting rights attaching to the
37
• TKH is not in compliance with best practice provision IV.3.1,
shares are held by the Stichting Administratiekantoor TKH
which requires that all shareholders should be able to follow
Group. However, if so requested, the Stichting Administratie-
meetings with analysts, presentations to institutional and
kantoor TKH Group must grant power of attorney to the
other investors and press conferences in real-time by means
depositary receipt holders to allow them to cast a vote on the
of webcasting, telephone lines or otherwise. Facilities of this
shares for which they hold the depositary receipts, to the
kind have not yet been introduced for reasons of cost. TKH’s
exclusion of the Stichting Administratiekantoor TKH Group,
financial calendar, which includes the dates of meetings
at the General Meeting identified in the power of attorney.
with analysts and the press, is posted on the website. The
The power of attorney is not subject to any restrictions,
presentations given are also published on the website. TKH
including restrictions of the possibility of reconversion.
has an Investor Relations policy in place, which is available
Under Section 2:118a of the Dutch Civil Code, the Stichting
on the website (best practice provision IV.3.13). We endeavour
Administratiekantoor TKH Group has no obligation to grant
to make all relevant financial and other information available
the power of attorney and may revoke a power of attorney
in a timely fashion, subject to the applicable restrictions, and
that has been issued if (a) a hostile public bid is announced or
to ensure that the information is supplied to all stakeholders
made or expected to be made, (b) one or more persons jointly
at the same time and can be accessed on the website.
hold at least 25% of the depositary receipts of shares and/or
shares, or (c) in the opinion of the Stichting Administratie-
Financial reporting and external auditors
kantoor TKH Group, the voting rights of a depositary receipt
The company’s financial statements, prepared by the Executive
holder fundamentally conflict with the company’s interests.
Board, must be audited by an external auditor before being
If it invokes any of these events, the Stichting Administratie-
submitted for approval to the Supervisory Board and for
kantoor TKH Group must so notify the depositary receipt
adoption to the General Meeting of Shareholders. The external
holders and shareholders, giving a statement of the reasons.
auditor is engaged by the General Meeting of Shareholders.
TKH is closely following the proposed amendments to the law,
The external auditor attends the Supervisory Board meeting at
but opts to follow the relevant legislation with respect to
which the external auditor’s report on the financial statements
application of this article. The current Executive Committee
is discussed. In preparation for that meeting, the Audit
of the Stichting Administratiekantoor TKH Group is made up
entirely of independent members. The Stichting Administratie-
Committee and external auditor meet to discuss the findings.
The external accountant is provided with, and is given the
kantoor TKH Group must exercise the rights attached to the
opportunity to respond to, the financial information under-
shares in such a way that the interests of the company, its
lying the approval and adoption of the financial statements.
affiliated businesses and all its stakeholders are protected as
well as possible. There are no depositary receipts of cumula-
tive preference financing shares, cumulative preference
protective shares and priority shares.
• In line with best practice provision IV.3.12, the company
grants its shareholders and others with voting rights the
provisions on “Financial reporting” (principle V.1), “Role,
appointment, remuneration and assessment of the functioning
of the external auditor” (principle V.2), and “Relationship and
opportunity to issue voting proxies or voting instructions to
communication of the external auditor with the organs of the
any independent third party prior to the General Meeting
company” (principle V.4).
of Shareholders. The relevant forms can be downloaded from
the TKH website.
• TKH’s articles of association have been amended to
TKH has appointed an internal auditor. The internal auditor
operates under the responsibility of the Executive Board and has
incorporate the statutory changes designed to promote
access to the external auditor and the Audit Committee
the use of electronic communication means in corporate
Chairman (principle V.3 and best practice provision V.3.2).
decision-making. They allow the Executive Board to determine
that shareholders may exercise their voting rights by
electronic means prior to the General Meeting. Online voting
is under consideration, but has not yet been introduced.
The company believes that remote voting does not adequately
cover aspects such as participating in and following the
discussions during a meeting. TKH is following developments
in this matter with interest (principle IV.1).
38
Corporate Governance statement
This is a statement concerning Corporate Governance as
• the information regarding the functioning of the General
referred to in article 2a of the decree on additional require-
Meeting, and the authority and rights of the shareholders
ments for annual reports (Vaststellingsbesluit nadere voor-
and holders of certificates of shares, as required by article
schriften inhoud jaarverslag) effective as of 1 January 2010
3a sub b of the Decree, can be found in the chapter on
(the ‘Decree’). The information required to be included in this
Corporate Governance statement as described in articles 3, 3a
and 3b of the Decree can be found in the following chapters,
‘Corporate Governance at TKH’;
• the information regarding the composition and functioning
of the Executive Board, the Supervisory Board and its
sections
Committees, as required by article 3a sub c of the Decree,
and pages of this Annual Report 2009 and are deemed to be
can be found in the relevant sections of the chapter on
included and repeated in this statement:
‘Corporate Governance’, the ‘Report of the Supervisory Board’
• the information concerning compliance with the Dutch
Corporate Governance Code, as required by article 3 of the
and on pages 14 and 15;
• the information concerning the inclusion of the information
Decree, can be found in the chapter on ‘Corporate
required by the decree Article 10 EU Takeover Directive, as
Governance at TKH’;
required by article 3b of the Decree, can be found in the
• the information concerning the main features of the internal
risk management and control systems relating to the financial
chapter on ‘Corporate Governance’, ‘The TKH Share’ and in
the notes to the company financial statements.
reporting process, as required by article 3a sub a of the
Decree, can be found in the chapter on ‘Risk management’;
This corporate governance statement is also available on TKH’s
website: www.tkhgroup.com.
risk management
39
Risk management
The risk management policy of TKH is an integral part of its strategic policy and
receives constant attention.
Risk management and control systems
revised if necessary. At least once a quarter the results, the
The most important components of our internal risk
outlook and the risks identified for each operating company
management and control systems in the year under review
were:
are discussed by the Executive Board and local management.
• Detailed procedures for important processes of each
• Analysis and evaluation of our strategic, financial reporting
operating company. Insurance policies have been taken out
and operational risks for each operating company. This
for the usual risks which will enable the financial conse-
analysis and evaluation is based on the Internal Control
quences of disasters to be cushioned as far as possible.
Framework of the ‘Committee of Sponsoring Organisations
Besides the internal controls, the operation of the internal
of the Treadway Commission’ (COSO). The internal control
risk management control systems for external financial
measures have been identified and documented for the
reporting is also assessed by the external accountant in the
major risks. The most important risks are integrated in the
context of the audit of the annual financial statements.
internal reporting models. In addition, the effectiveness of
the major risk management and control systems are assessed.
The results of this audit are discussed with the Executive
• The TKH Procedure Manual includes:
• A code of conduct and whistleblowers scheme.
Board and the Audit Committee of the Supervisory Board.
TKH has a cascade system of ‘Letters of Representation’ and
‘In-Control Statements’.
• Guidelines on responsibilities and authorisations for
investments and specific transactions.
The management and controllers of the operating companies
• Transfer pricing guidelines.
confirm to the best of their know ledge:
• Guidelines for the minimum internal controls that must
• The accuracy and completeness of the information pre
exist for each process.
sented in the internal annual reports.
• Guidelines for the hedging of financial risks.
• The correct application of the TKH Accounting Manual.
• Guidelines for the internal reporting to the Executive
• That the strategic, financial and operational risks have been
Board.
analysed and assessed.
• The TKH Accounting Manual, with guidelines for the
• That the risk management and control systems with respect
financial reporting and the procedures to be followed in
to external financial reporting risks functioned adequately
preparing them.
in the preceding year.
• Extensive budget and report process according to TKH’s
• That there is no indication that the risk management and
guidelines, whereby the monthly results are analysed in
control systems with respect to external financial reporting
relation to the budget and the forecast for the entire year is
risks will not work properly in the current year.
ISO 14001 for TKH production companies in 2011
Environmental policy and concern for the safety, health and well-being of its employees are
integral aspects of TKH’s corporate policy. The company’s environmental policy focuses on
preventing pollution of the air, water or soil and containing noise pollution and other forms of
nuisance. Another guiding principle is to minimise the environmental effects of the use of raw
materials and energy. A specific measure taken by TKH to ensure that the policy is implemented
effectively is the decision that by 2011 all production-related activities will be certifiably in
compliance with the requirements of the NEN-ISO 14001:2004 standard, thus guaranteeing that
sound environmental protection systems are in place to cover every aspect of the operations.
40
Strategic, operational, financial and compliance
risks
currencies. With regard to purchases in foreign currencies,
the company tries as far as possible to gear the conditions
of sale to them. The company uses derivative financial
General
instruments to limit the remaining exchange rate risks.
TKH’s strategy focuses on supplying innovative solutions for
The Executive Board is closely involved in both the
customers in the Telecom, Building and Industrial Solutions
formulation and implementation of the policy. The aim is
segments. We focus on niche markets in Northwest, Central
to finance foreign investments in local currencies and so
and Eastern Europe and Asia. We expand through organic
avoid translation risks as much as possible.
growth and by virtue of acquisitions. This strategy of
focusing our core activities on the specified business
Interest
segments, the geographic spread of our operations and the
The interest policy is determined at corporate level. The
diversity of our customers and suppliers mitigate the
aim is to find a good balance between the development of
inf luence of cyclical and incidental positive and negative
TKH’s financing requirements and the expected development
trends. TKH manages the risks it is exposed to as effectively
of interest rates in the short, medium and long term. In
as possible by making carefully considered choices and
addition, balances with credit institutions are compensated
spreading its activities across different markets.
to minimise interest charges. This policy is implemented in
compliance with strict rules and in close consultation with
Financing
the Executive Board.
TKH pursues an active policy with respect to maintaining
solid balance-sheet ratios. This is apparent, among other
Pensions
things, from the financial ratios and the attention the
For the non-branch related pension schemes TKH has
company devotes to managing its working capital. TKH
concluded a group pension contract for the Dutch operating
has committed credit facilities of € 125.0 million and
companies with Nationale Nederlanden on the basis of a
uncommitted credit facilities of € 165.8 million. As of
so-called guarantee contract. One element of this contract
31 December 2009, TKH had freely available credit facilities
is that TKH’s share of the interest profit is based on the
totalling € 196.2 million, taking into account bank
company’s own separate investment deposit. Developments
guarantees that have been issued. The amount of credit
in interest rates and the prices of the equity investments
available for each subsidiary is determined centrally. As
form the basis for the surplus interest payable to TKH.
of 31 December 2009, the credit agreements include the
Nationale Nederlanden guarantees that the accrued pensions
following financial covenants, which are reviewed on a
will be paid out for life to the participants, naturally subject
six-monthly basis:
to the condition that TKH has met its premium payment
obligations. A disappointing development of the investment
Financial ratios
Net debt / EBITDA
Interest coverage ratio Bank
convenants
Current
ratios*
portfolio does not affect Nationale Nederlanden’s payment
< 3.25 - 3.5
> 4.0
1.5
5.6
pension schemes of the Metalektro and Metaal en Techniek
guarantee. Most of the employees are covered by the industry
pension funds. These pension funds had cover ratios of 100%
* Including exceptional charges
and 101% respectively at the end of 2009.
TKH operates within the terms of the covenants with the
Raw materials
banks. The company frequently assesses whether it is still in
The risks relating to the availability and the development
compliance with the terms of the covenants. In the process
of prices of raw materials are limited as far possible by
it calculates the effects of various forecast scenarios.
purchasing raw materials from several carefully selected
suppliers and by concluding multi-year contracts with the
Exchange rate
suppliers of important raw materials. The price risk relates
Due to the growing internationalisation of purchasing,
mainly to the economic stock positions. The following
sales and production the exchange rate risks are increasing,
measures are taken to manage the price risks associated with
particularly with regard to the Chinese Renminbi, the US
raw materials:
dollar and the Japanese Yen. Where possible, receipts in
• Economic stock positions are limited as far as possible.
• The copper positions of each subsidiary are monitored for
foreign currencies are used for payments in the same
41
risk management
Risk management model
Corporate processes
Support processes
Innovation
Strategy &
Control
Corporate
Governance
Reporting
Communication
Treasury
HR
IT
Legal
Accounting
Sales
Procurement
Inventory
Production
Project
Core processes
Non-current
Assets
the economic stock positions, stock prices, rate of turnover
mainly for international customers, TKH also uses bank
and expected relationship between copper prices and
guarantees, advance payments (against a bank guarantee) or
selling prices (price elasticity).
confirmed irrevocable Letters Of Credits. The subsidiaries
• Price developments are incorporated as far as possible in
pursue an active debtors policy, subject to internal credit
the selling price of products and/or services or where
limits. Furthermore, the development of the payment periods
possible hedged on the futures market.
of debtors of each subsidiary are analysed at group level every
• Every month price developments, economic stock positions
month.
and hedges are discussed by a committee made up of
members from various disciplines and chaired by TKH’s CFO.
Acquisitions
One of TKH’s objectives is to achieve growth both organically
Market
and through acquisitions. TKH is constantly searching for
In North-West, Central and Eastern Europe and in Asia we
potential acquisition candidates which would fit in with
increasingly act as a supplier of total solutions. Consequently,
TKH’s strategy and generate growth of earnings per share.
TKH is forming a growing number of strategic relationships
Although TKH has a lot of experience with acquisitions and
with customers and suppliers, which limits the market risk.
the associated financial, integration and other risks, the risks
This trend is a response to our customers’ desire to reduce the
attached to acquisitions are greater than those associated with
number of suppliers with a view to cost reduction and more
the organic growth of existing subsidiaries, however through
effective product development. TKH devotes a lot of attention
the prior due diligence. The point of departure is that TKH
to economic developments. Business plans are continually
will integrate companies that are acquired in its management
reviewed in light of trends and developments using a weekly
systems within two months so that they quickly fall under
dashboard for the most important performance indicators,
central supervision and control.
including turnover and order book, so that the company can
identify risks in good time and take appropriate action.
Environment
TKH’s environmental policy concentrates first and foremost
Credit risks
on preventing or limiting the negative effects of its activities
The group’s financial assets consist mainly of cash and bank
and products on the environment. We closely monitor our
balances, trade debtors and other receivables. The credit risk
compliance with environmental legislation. The production
for cash and cash equivalents is small because cash pooling
companies actively pursue a policy in accordance with
agreements have been concluded and on balance there are
ISO 14001. This underlines the company’s ambition of not
largely net bank debts outstanding. The principal credit risks
only manufacturing and supplying a high-quality product but
relate to trade debtors. However, the risk is spread over a large
also protecting the environment as far as possible.
number of clients. Part of the risk is insured with credit
insurance companies. For projects involving large orders
42
Management statement
The Executive Board is responsible for the design and
(Government Gazette, 3 December 2009, no. 18499), the
effectiveness of the internal systems of risk management
Executive Board declares that to the best of its knowledge:
and control. The purpose of these systems is to identify and
• The risk management and control systems provide a
effectively manage the significant risks to which the company
is exposed. However, they can never provide an absolute
guarantee that the group will achieve its objectives and
cannot entirely prevent major errors or losses, incidents of
reasonable assurance that the financial reporting does
not contain any errors of material importance;
• t he risk management and control systems worked properly
in the year under review.
fraud or actions in breach of laws and regulations.
With reference to Article 5.25c (2c) of the Wft, the Executive
The Executive Board regularly assesses and analyses:
Board declares that to the best of its knowledge:
• The strategic, operational, financial and compliance risks;
• The annual financial statements give a true and fair view of
• The structure and effectiveness of the internal systems of
the assets, liabilities, financial position and profit of TKH
risk management and control as described in the previous
section.
and the companies included in the consolidation;
• t he annual report gives a true and fair view of the situation
on 31 December 2009, the state of affairs at TKH and its
Such analyses have been carried out with subsidiaries during
subsidiaries during 2009, the details of which are presented
business planning and quarterly review processes. Trends and
in the annual financial statements, and that the annual
developments are also monitored and analysed at meetings of
the Executive Board, the Strategic Committee and the Solutions
report describes the fundamental risks facing the company.
Boards. The findings from these analyses are shared with the
Audit Committee and the Supervisory Board. Taking into
account the aforementioned risks and the measures designed
J.M.A. van der Lof MBA E.D.H. de Lange MBA
to manage them, and in accordance with the best practice
Chief Executive Officer
Chief Financial Officer
provision II.1.5. of the Corporate Governance Code
Automatic dimming of lights
USE System Engineering in Haaksbergen, the Netherlands, has developed a
dynamic lighting system that constantly adapts to the prevailing conditions.
If street lighting is needed during the day, because of fog, for example, the
lamps can shine. At night, the street lamps are dimmed when there is no traffic,
and then come on when a car is approaching. This new technology naturally
saves energy (tens of percent at least) and the lamps last longer, but it also
reduces the problems caused by bad light, in nature areas for example. The
system can also guide motorists, since road users see the road light up a hundred
metres in front of them so they know which way they have to go. USE’s favourite
term is ‘functionality fusion’, since it prefers to combine camera security and
lamp posts, or responsible energy use with safe lighting.
The aim of
innovation
Innovation in
a wider context
‘It is a question of anticipation
and timely investment, so that
you have the right technology
in place when it is needed.’
45
TKH Group’s key strategy is to produce an
above-average performance by focusing on
growth sectors. That demands a permanent focus
on the important issues facing society.
‘Innovation is not something that a
company does alone’, says Alexander
van der Lof, CEO of TKH Group. ‘It
calls, above all, for cooperation. For
TKH, that naturally means cooperation
among TKH’s operating companies in
twenty different countries. But also
with our external partners, including
customers and other stakeholders in
society.’ These external partners play
an important role in helping TKH to
realise its key strategic objectives, says
Van der Lof. ‘We want to produce an
above-average performance by focusing
on growth sectors.’ The basis for that
policy dates from 2003, when the
group chose to concentrate on the care,
security and communication markets,
sectors that display sustained growth.
We later added improving efficiency
to our objectives. And sustainability is
now also one of our priorities.
‘We determine our course by identifying developments and trends, not so
much in the near term but more from
a medium- and long-term perspective.
It is a question of anticipation and
timely investment, so that you have
the right technology in place when it
is needed.’
What the external partners
have to say
To reflect the importance of our
external stakeholders, this section is
devoted mainly to them. It includes
comments by various prominent
figures in politics, social organisations
and the business community with
whom the group cooperates. People
who provide important input for us
by relaying signals from society that
determine the development of our
strategy and policy. Take remote care,
for example. TKH has numerous
solutions in its portfolio for this area.
Or the growing demand for safety and
communication (think of optical fibre).
In all these sectors, there is also a
growing demand for efficiency. ‘Safety
in society can be far better organised,’
says Van der Lof, ‘but the fact is that it
has to be done with fewer people. Our
advanced technological concepts make
that possible. Our high-quality video
systems, for example, can detect and
analyse events, so that no guards are
needed on the spot. Then there are our
solutions for smart key management
in the form of access control systems,
which can eliminate many practical
problems in the care sector.’
With these priorities, TKH has created
a certain independence from shortterm economic trends, although the
group was of course not unaffected
by the economic crisis. Industry, for
example, is an important customer,
and demand from that sector declined
by tens of percent in 2009, usually
because customers concentrated in
reducing stocks and surviving in the
face of a drastic fall-off in demand.
‘We saw the early signs of the
approaching crisis in 2007’, says Van
der Lof. ‘We immediately took action in
response to them. We followed our own
course and by creating a strong balance
sheet ensured that we were in a good
position to withstand the crisis. As
a result, we did not have to issue any
shares to strengthen our capital in
2009, as many other companies were
forced to do.’
Crisis offers chances
The company also immediately cut
its costs and took advantage of the
opportunities that a crisis also offers,
says Van der Lof. ‘A slowdown in output
Alexander van der Lof MBA,
chairman of the Executive Board
‘We did not cut back our
spending on innovation.
That will make us stronger
in the future.’
in one of our plants can be a good
time to relocate production, which is
something you can’t do when things
are busy.’ A crisis provides inspiration,
he feels; it produces adrenalin and
leads to actions that might not appear
‘on the radar’ at other times.
Naturally, 2009 was not a pleasant year
with respect to staff. Difficult decisions
had to be made, particularly in the first
half of the year. But in the second half
of the year, we could again concentrate
on building on TKH’s strategic
development. ‘All things considered,
we survived the crisis year of 2009 very
well, Van der Lof feels. ‘We did not cut
back our spending on innovation. That
will make us stronger in the future.’
46
Communication Interview Carry abbenhues
Opportunities
with
optical fibre
Carry Abbenhues, member of the
Provincial Executive in Overijssel
The province of Overijssel is focusing on technology
as one of its economic priorities and that calls for
the rapid roll out of optical fibre connections.
‘O
ur economy is in transition’, says
Carry Abbenhues, a member of the
Provincial Executive in Overijssel,
the Netherlands whose portfolio
encompasses Economy, Tourism and Labour
Market. ‘We are steadily changing from a
manufacturing economy to a knowledge-based
economy. Many different actors have a role to play
in government, business, education and research
institutions and various other groups in society.’
It is the task of the educational institutions, for
example, to produce the qualified staff with the
skills needed to operate advanced equipment.
It is the entrepreneurs who deliver innovation
and employment and generate economic activity.
And the government, she says, tries to facilitate
and stimulate the other actors.
47
Companies are then less likely
to relocate production, since
if they leave the area they
also lose their network.
‘It is my task to generate employment in the
region and to create a sustainable economic
structure.’ That calls for diversity in the
business community – the greater the diversity,
the less vulnerable the region is to fluctuations
in demand. And there needs to be a chain of
mutually dependent companies. ‘It is good for
companies to supply products to each other, to
have business interaction within the region.
Companies are then less likely to relocate
production, since if they leave the area they also
lose their network.’ It is in everybody’s interest
to stimulate the regional economy: ‘The bigger
the cake, the bigger the slice for everyone.’
Collaboration between regions
Every region should have a focus, she feels.
In that context, the regions in the east of the
Netherlands have agreed on a clear division
of tasks. Wageningen concentrates on food,
Nijmegen focuses on health and Twente’s priority
is technology, with TKH as a prime example.
At the same time, there is plenty of potential
for cross-over activities between the different
sectors. Sensors that can see whether meat is
still fresh, for example. Or communication
technology that allows remote contact between
doctor and patient. And, of course, there have
been many recent advances in the field of medical
technology, such as instruments that allow
patients to test their own blood with a needle
and a nano chip (‘lab on a chip’).
Many new developments require broadband,
with optical fibre instead of copper. ‘People are
living longer nowadays. They enter a new phase
of their lives when they reach the age of sixty,
they are more active than they used to be. People
also want to live in their own home longer, which
means that houses have to be adapted to meet the
needs of the occupants at different stages of their
lives.’
48
TKH subsidiary Isolectra meets that demand very
well with the Realive concept, which facilitates
‘remote care’ and monitoring, she feels. ‘It is the
right answer to a demand from society. Install
the infrastructure in a house and allow the
occupants to adapt it to their own needs. Perhaps
they don’t need everything all at once, but the
basis is already in place.’ Optical fibre (Fiber to
the Home) is absolutely crucial for this sort of
development. There are currently now around
sixty thousand connections in Overijssel. That
is far too few; we want 500.000 connections. The
possibilities will be enormous if everyone is connected to an optical fibre network and it is our
aim to connect every house and every business”.
Generating mass
Laying optical fibre networks is definitely a
task for the business community (‘subsidies are
too expensive’), but the province is trying to
encourage it. ‘In recent years we have been trying
to consolidate demand. Many things only become
affordable, and therefore feasible, when there
is sufficient demand to create a critical mass.
So we analysed who would profit from the
construction of the network, and who would
piggy-back on such a project.’ This led, among
other things, to the construction of an optical
fibre backbone in Overijssel, which is connected
to the Amsterdam Internet Exchange. The
province paid five million euro towards the costs.
The emphasis in the coming years will be on
promoting services. ‘Optical fibre alone is
nothing, you need services.’ The province has
therefore earmarked six million euro for a scheme
to promote innovation. SMEs with a good plan
will be able to apply for subsidies for research and
development and for implementation of their
innovations. ‘What is technically possible is not
necessarily feasible’, Abbenhues concludes. ‘Just
look at wind and solar energy or CO2 storage.
The technology is there, but they are not being
implemented, or at least not enough, because it
is too expensive. The same applies for broadband;
you have to create business. We are trying to
support it. If you really want to make society more
sustainable, you need a modern infrastructure.’
‘If you really want to make society more
sustainable, you need a modern infrastructure.’
49
care Interview Herre Kingma
Extend the time
at home
The ageing of the population will drive up the cost of
health care enormously. The health care system will
become unaffordable, unless people can continue to
live at home for longer, with access to good remote
care. And that’s what people want themselves.
Herre Kingma, chairman of the
Executive Board of Medisch Spectrum
Twente
50
‘If a quarter or even half of them move to
nursing homes later, it could easily reduce
the burden on the overall care capacity by
tens of percent.’
‘P
eople in the west not only expect top-rate
medical care, they also want it to have
the minimum possible impact on their
lives,’ says Herre Kingma, chairman of
the Executive Board of Medisch Spectrum Twente
(MST) in Enschede (the Netherlands). ‘That means
they want to be able to return home as quickly as
possible after a hospital stay.’
And nowadays it is possible for more people to
go home sooner. ‘The situation has changed
greatly compared with thirty or forty years ago,
when people often had to remain in hospital for
a few nights even after minor surgery.’ But it does
mean that people have to be connected to care
when they get home. ‘That means there is a
growing demand for modern technologies for
communication and monitoring.’
These types of technology can also be important
for patients with a chronic disease. ‘The automatic reaction used to be to send these patients
to a nursing home. But there are good reasons for
revising that response,’ feels Kingma, who is a
cardiologist and used to be the chairman of the
National Association of Specialists and inspectorgeneral for health care.
The first reason is that people themselves want to
stay at home, in their own familiar surroundings.
Then there is the need for efficiency. ‘We are
living longer, which means there will soon be
more elderly people and there won’t not be
enough staff to take care of them. That will
make care more expensive – with or without
competition in the sector. Patients will therefore
have to look after themselves.’
Intelligent home
What Kingma feels will happen in the near
future is that more and more people will live in
more intelligent homes. Homes with facilities
for remote care, particularly equipment for
communication and monitoring. ‘You could
make the comparison with the modified homes
that many handicapped persons now live in,
with no obstacles and counter tops that can be
adjusted to different heights. A personalised
home, in other words.’
A specific example of a facility that might be
found in this intelligent home is a monitor
connected to the internet for easy communication. It could later perhaps be expanded with a
medicine dispenser, a heart rate monitor (this
function is already possible with certain types of
pacemakers) and permanent camera surveillance.
‘Of course, agreements will have to be made
about privacy, but you have to make the same
sorts of agreement in a nursing home anyway.’
The most suitable form of support depends on
the type of patient. Alzheimer’s patients, for
example, benefit from observation in the early
stages of the disease, so that someone can see
whether they are behaving in a way that could
cause problems. Patients with a physical ailment
often need practical support. It will make a huge
difference if people can continue to live at home
for a few years longer, Kingma believes ‘There are
around two hundred thousand Alzheimer’s
patients in the Netherlands, which is roughly
ten percent of all senior citizens. If a quarter or
even half of them move to nursing homes later,
it could easily reduce the burden on the overall
care capacity by tens of percent.’
Hospital becomes call center
According to him, the challenge now is to set
things in motion. ‘These facilities will only really
work if many people use them. Only then will
51
Camera surveillance demands
agreements about privacy,
but you have to make the same
sorts of agreement in a nursing
home anyway.
there be real change.’ Patients will benefit from
day one, because they can go home sooner. It will
take a little longer for the care institutions to
really notice the benefits in terms of efficiency.
For example, care institutions will have to invest
in the ‘receiving end’. ‘It’s all very well for someone to have all the equipment at home, but there
has to be someone to monitor and respond to
signals. It’s the same as with a home alarm
system. If the alarm goes and the police don’t
come, what’s the point of the installation?’
So who will do the ‘monitoring’, as it is known
in the security world? Will care institutions and
hospitals soon have a facility along the lines of
a call center? The MST is currently setting up a
subsidiary, PLATO, which stands for place- and
time-independent care. The TKH Group is one
of the partners Kingma is talking to about this
project, since it supplies a complete range of
solutions for remote care under the name Realive
(see box on page 53). The other important
question is who will pay for the facilities in the
home. ‘There is a top segment in society that
can easily afford them. The middle segment can
in principle also do so, but people are used to
having everything paid for them. Hospital care
is covered by insurance, so there is a hurdle to
overcome if they are to pay for home care themselves.’ Kingma would be in favour of tax breaks
to give people an incentive to make these types
of investment. A lot of older people have paid off
their mortgages, so perhaps they could pay for
the facilities from the equity in the house. He also
feels that there are very promising developments
in pension funds, which no longer only pay
benefits in cash but increasingly also in the form
of support. The financial problems won’t actually
be that bad, he feels. ‘People are keen to continue
living at home and don’t want to have to rely
on those around them more than is reasonably
necessary. That’s worth a lot to them.’
52
communication E-Domotica
TKH solutions
e-Centre connects
appliances
TKH Group delivers countless solutions
for communication. Many of them
are primarily for the business-to-business
market, such as the optical fibre
technology supplied by its subsidiary TKF.
To meet the demand for standardisation, TKF has developed the
ACE concept, which guarantees
compatibility between different
components and an optimal
roll-out of ‘Fiber to the Home’.
TKH also supplies broadbandbased applications for the health
care market (see page 53), and
recently for the consumer market.
One example is the e-Domotica line from our subsidiary,
Eminent Europe. The key to this concept is the e-Centre,
a small device with a touch screen that the user hangs in
the home. Various appliances are linked to it with wireless connections to create a safe and comfortable environ-
ment in the home and save energy. Motion detectors,
video cameras and smoke detectors can all be connected
to the system. When the alarm goes off, the residents
can receive a message on their mobile telephone a SMS or even a call. If the resident is not able to respond,
the centre contacts the neighbours or friends whose
contact details have been programmed. There are other
possible scenarios. If a smoke alarm goes off, all the lights
in the house go on. When the television is turned on,
the lights are dimmed. The possibilities are endless.
The system is of course integrated with internet. Anyone
whose home is burgled while they are away on holiday
will receive a warning and can retrieve all the camera
footage via a broadband connection to see what has
happened.
Communication MultiMedia Connect
TKH brand for structured
cabling systems
TKH has greatly expanded its activities
in the field of structured cabling systems
in recent years.
To raise the profile of these activities,
Multimedia Connect, the existing
structured cabling system of CAE
Groupe in France, has been declared a
TKH brand and successfully rolled out
in other TKH companies. The existing
R&D, marketing and production
activities have been integrated to create
a strong and powerful brand. This will
help TKH to achieve its ambitions and
build on the growth we have already
achieved. Structured cabling systems
are, after all, the ‘backbone’ of our
safety and security solutions and an
important pillar in the Building
Solutions segment.
53
care Realive
communication Powerline
Reducing social
isolation
Technology determines a large part of
our daily lives. We could not imagine
living without television, a PC, a mobile
telephone or a PDA.
Isolectra’s Realive concept has since
recently also been available for the
consumer market.
Realive ‘Help’ is a personal alarm system that enables a person to maintain direct contact with family, friends
or neighbours at any time and from anywhere in the house.
The alarm system is connected to the existing telephone
line and can be installed quickly and easily in any home.
It does not have to be prescribed by a health care agency.
In addition to this alarm system, Isolectra is also introducing
a ready-made system for ‘video calling’ via the TV or PC
in the living room. With the Realive ‘Virtual visit’ system,
elderly people living alone can contact family, friends or
acquaintances and communicate with them in sound and
vision whenever they like. In this way, the Realive system
greatly helps to reduce the social isolation of elderly
persons and patients and improve their well-being.
Both home systems are based on the systems used in the
professional health care sector. The systems have large,
easy-to-read buttons, are easy to operate and require no
complicated actions.
By means of internet and networks in the home we
are always connected to each other. Unfortunately,
technology also means that some products are complex.
Eminent Europe endeavours to ensure that the
technology in its products is as simple as possible.
Our solution is to analyse how people will use the
product and not just what the product is technically
capable of. A fine example of this is Eminent’s Powerline, perhaps the simplest way of expanding a home
network. Simply plug the Powerline adapter into a
socket near the device you want to connect to the
network and the network is created. All the ease of a
fast and reliable network via the mains supply without
a complicated installation procedure. With other
Eminent solutions, multimedia networks, IP television
and any other technologies the future has in store can
be seamlessly combined. The advanced QOS technology
determines which signal in the network will have
priority, so you can always enjoy optimal IP-TV,
IP-telephony and other digital miracles in your home.
TKH solutions
Eminent analyses
how customers
want to use their
product
54
Sustainability Interview bert jongsma
Sustainability
and efficiency go
hand in hand
55
We are also developing the
market together, persuading
other parties to start thinking
in the same way we do.
A building site is increasingly a location where readymade walls, floors and cables are assembled. This reduces
the costs and the nuisance caused for people in the
vicinity. And it makes the building process less complex.
Bert Jongsma, director of VBI
Verkoop Maatschappij
‘W
ith traditional building methods,
the bricklayer first constructs a
nice wall. Then a contractor marks
where the cables have to go in the
walls, which then have to be broken open again.
This is still how things are done ninety percent of
the time in construction, and it is a total waste of
time and effort.’
Bert Jongsma, director of VBI Verkoop Maat
schappij is a passionate advocate of conceptual
building. You could say that he and TKH are soul
mates. ‘We both realise that we are on the eve
of important changes’, he comments on the
cooperation between the two companies, which
includes joint participation in the Conceptual
Building Network.
The key to the changes is the transformation of
the building site into a location where buildings
are assembled. The “ex-factory added value”
of the elements delivered by suppliers, including
VBI, which is one of the leading European
suppliers of hollow-core slab floors, and now also
of walls, is growing all the time. TKH supplies
the cables for those walls and floors. Surprisingly
enough, the demand for integration of the
building process has not come from his customers,
says Jongsma. ‘Building contactors tend to ask for
the same thing they ordered the last time: that
way they know what they are dealing with and
can make a reliable calculation. Only the do want
it for a lower price.’
Thirty vans at the door
VBI then comes up with solutions that not only
save money by increasing efficiency, but are
also more sustainable. Those two aspects often
go hand in hand. Hollow-core floors use less
material, for example, which saves on costs and
raw materials. They are also lighter, which makes
them easier to transport and to handle at the
building site.
The real gains are to be made in supplying ‘larger
building elements,’ says Jongsma. ‘Laying bricks
is quite a lengthy process, so a lot of time can be
56
saved if you only have to install a ready-made
wall. And people around the site also have less
noise and dust to put up with.’
The same applies for the finishing. ‘You might
have thirty buses lined up at the door belonging
to different subcontractors. That number could
be far smaller if the various elements are put
together more smartly in advance.’
The production conditions are also far better in
a factory. But perhaps the most important factor
is that the new trend makes the building process
less complex. ‘The building chain is not seamless
because the design and execution are separate.
This means that ad hoc coalitions are always
being formed in the construction sector. It’s like
trying to win the World Cup with a team that
has never trained together and in which many
of the players won’t even pass the ball to each
other.’ There can be as many as a hundred different parties involved in some building projects,
all of them with their own interests. ‘The effort
required to coordinate them is enormous.’
A certain degree of standardisation can help
in that respect.
Transforming schools into homes
Another aspect of the overlap between efficiency
and sustainability is in the flexibility of buildings.
This is a factor in an area like health care; the
need for homes to be adaptable is greater in this
field than in others. Homes have to be tailored to
different phases of a person’s life or for different
types of occupant.
It is also an issue that arises in other sectors. For
example, there have been examples of schools in
new housing estates eventually being transformed
into homes as the number of children living
there declines. And, of course, the more flexible
business premises are, the easier they are to let.
‘We both realise that we are on
the eve of important changes.’
Simply move a few walls and the new tenant can
move in.
For this market, VBI has developed the FlexCasco,
a prefab system that includes grooves for cables
in the floors and walls, and in which the shell
and the flexible built-in components are separate.
The great advantage is that the maximum span
can be as much as eighteen metres, without
columns or load-bearing walls, which allows
considerable freedom in the layout of the rooms.
Kindred spirits
Cooperation with a company like TKH is very
important for realising this type of innovation,
says Jongsma. ‘It is not just a question of deciding
on the size of the plugs. We are also developing
the market together, persuading other parties
to start thinking in the same way we do. You
need a soul mate for that. This is not just an
experiment for TKH; it is determined to proceed
in this direction. It is a vision of the future that
we share.’
57
efficiency Interview Esa eronen
Increasing efficiency
together, through
innovation
The Finnish tyre manufacturer Nokian Tyres plc is permanently looking
for ways to improve its production process. TKH subsidiary VMI, which
designs and produces tyre manufacturing systems, is an important
partner in that search. ‘VMI understands what we need.’
T
Esa Eronen, vice-president
Nokian Tyres
he recession is just one of the reasons
why efficiency is so important to Nokian
Tyres, a customer of TKH subsidiary VMI,
but it is the most pressing one. ‘The
competition has become a good deal tougher’,
explains vice-president Esa Eronen, whose portfolio
includes production, technology and maintenance.
‘Prices have fallen and the margins are smaller.
Many of our competitors have spare production
capacity and are consequently moving into sectors
that were normally our sole domain.’
Nokian, which was spun off from the Finnish
mobile phone producer Nokia in 1988, is the
only tyre manufacturer in the world that focuses
on customer needs in northern conditions. The
company supplies innovative tyres for cars, trucks
58
We want the best technology.
We are constantly looking
for further improvements
we can make.
and special heavy machinery and has concentrated
on the replacement market. Rather than supplying
tyres to the automobile industry, Nokian-branded
passenger car tyres are supplied to car owners
who want a new, better tyre or a special model
through a network of distributors. Nokian’s
winter tyres are particularly renowned, because
they are suitable for every type of poor weather
conditions, including ice, snow, slush and rain.
According to Eronen, the margins in the
replacement market are higher than for tyres
supplied to the car industry. Another advantage
is that in the replacement market Nokian can
provide additional service. Through its own
Vianor tyre chain (over six hundred outlets in
19 countries), for example, Nokian can offer to
store the customer’s tyres. ‘Car owners visit the
tyre outlets twice a year. In the Autumn we fit
the winter tyres and we store the summer tyres
in a “tyre hotel”.
In the Spring we reverse the process. We want
to be a full-service company as far as possible.’
Specialising in the replacement market represents
a permanent incentive for Nokian to pursue
innovation. ‘Customers consciously choose us
because they want the very best tyres. To ensure
they get them, we have extensive test facilities
in the north of Finland where we test the tyres
under the toughest conditions.’ It also stimulates
efficiency. ‘We want the best technology. We are
constantly looking for further improvements we
can make.’
Good automation saves on raw
materials
Eronen explains that reducing labour costs is a
significant target for Nokian. ‘The cost of living
in Finland is high, and so are the salaries.’
Automation is therefore important, and VMI’s
59
‘We want to be a full-service
company as far as possible.’
tyre manufacturing systems are part of that.
Saving on materials and energy is also important
– from the perspective of sustainability and of
costs. ‘The best way of economising on raw
materials is to ensure that our machinery is
reliable, through good automation. Every
interruption in the production process leads to
a loss of materials and unnecessary consumption
of energy.’ A third aspect is flexibility: being able
to switch quickly between types of tyre. There is
a wider range of tyres than there used to be and
no company wants to maintain large stocks any
more. That means small production runs, which
also requires good automation.
Innovation of the year
‘There are constantly projects underway to
increase efficiency and improve automation.
All our suppliers must meet the requirements
of that platform; the working methods have to
match. VMI knows our standards, they understand what we need and help us to achieve it.’
A good example is the collaboration in the
development of the MAXX tyre manufacturing
system, which has raised the level of automation
and flexibility and this MAXX was last year
crowned with the “Innovation of the Year Award”
at the international Tyre Tech trade fair.
Nokian was the machine’s first customer at the
beginning of 2009. The Finnish tyre manufacturer
had already provided a lot of input and feedback
during the development of the machine. The
communication was, if anything, even more
intense when the machine went into operation:
technicians from VMI spent six months in
Finland ensuring the seamless integration of
the machine in our production process. VMI has
remained closely involved with the project and
the technicians in Epe remain permanently
available to provide support.
‘The cooperation has benefits for both parties,
says Eronen. ‘VMI improves its technology, we
improve our tyre manufacturing process.
Together, we constantly increase efficiency,
through innovation.’
60
efficiency control systems
TKH solutions
Flexible control system of EKB
EKB Group operates in the field of industrial automation.
It is active in the areas of energy management, engineering,
software and panel building.
The company recently completed a
turn-key project for Euroliquids in
Rotterdam, which had led to a
30-percent increase in output, higher
quality than before and better
management information. A major
advantage of the new flexible control
system is that the product technologists can program the process
themselves, using a modular recipe
structure with more than six
hundred parameters per recipe.
The management information is also
highly accurate. For example, the
unit cost price of each product can
be constantly monitored and the
delivery times can be estimated
with great precision. This helps with
the planning of the transport of
consignments. The EKB Group was
responsible for the design of the
system, the installation of the
operating system and the electrical
engineering, the software, the testing
and commissioning of the system
and for the documentation.
Sustainability lightpipe
Completely recyclable lighting
BB-LightConcepts has always been
sustainable. BB-LightConcepts’ Lightpipe
is an ideal alternative to the traditional
fluorescent tube, the difference being that
the light from the Lightpipe is dispersed
over a wide area from a small light source at
the end of a long tube using a special foil.
This saves on energy use and produces a more even light,
which increases the sense of safety, in parking garages
for example. The light can also be dimmed, saving even
more energy. Since 2009, there is also a Lightpipe using a
LED light source. This saves even more energy and extends
the lamps’ useful life, which is particularly practical in
places, such as tunnels, where it is difficult to change
the lamps. BB-LightConcepts is close to securing cradleto-cradle certification, which means that the company
meets the most stringent criteria in terms of sustainability.
Every component is fully recyclable. That called for more
than simply switching to LED. BB-LightConcepts has had
to revise its entire production process in recent years.
The use of PVC and rubber has been eliminated, since they
cannot be fully recycled.
The company has also
shortened transport
routes by consciously
choosing suppliers in
the region.
61
Security iprotect
efficiency tyre manufacturing systems
TKH solutions
Integration
of systems
Schneider Intercom in Erkrat
(Germany) recently produced a
system and operating platform
that can be integrated into various
security and communication
solutions, including intercom,
access control, video surveillance,
alarm and emergency exit signs.
Schneider Intercom is already using the
system with success in schools. Keyprocessor
in Amsterdam (the Netherlands) is also
working on the further integration of
security components. For example, in the
last few years the company has implemented
iProtect, a security management system, in
the Diakonessenhuis in Utrecht, the Netherlands. It was originally a parking system, with
eight terminals at entrances and exits and
five payment points. An access control system
with intelligent video (which is capable of
facial and registration plate recognition) and
intercom has now been added.
The special feature of this system is that a
single person can operate it and it can
generate comprehensive management reports
with a complete record of every incident.
The system can also be linked to a personnel
information system. Like Keyprocessor’s other
solutions, iProtect is based on transmission
via TCP/IP so no new networks are required.
It is possible to supply power for VOIP
telephones, webcams and card readers.
Optimising the tyre
building process
More automation, greater flexibility and higher
output. Those are the most noticeable improvements
to be gained with the MAXX tyre manufacturing
system over earlier machines.
The MAXX, already a prize
winner, takes only forty seconds
to produce a tyre; this yields a
total daily capacity of eighteen
hundred tyres, and that number
could rise even further in the
future.
The MAXX has a totally new
design, arrived at on the basis of
a thorough analysis of the entire
tyre manufacturing process. The
production time is shorter, but
the adjustment times have also
been dramatically reduced, which
means less down time for the
machine. The presence of lasers
and cameras means that the
quality of the output can be
constantly monitored. VMI
profited enormously from
another recent innovation for the
development of the MAXX: the
Modular Tire Manufacturer
(MTM). This machine integrates
the different stages of the tyre
manufacturing process, which
yields unprecedented flexibility
and allows a large number of
small batches to be produced e
fficiently. Many of the MTM
technologies have already been
incorporated in the MAXX.
A related innovation is the MAXX
Cutter. Using the latest
technologies, the MAXX Cutter
makes it possible cutting the
rubber materials with calandered
steel cord with a high exactness,
a high quality and a high
productivity. Whereas traditional
systems use a method similar
to a guillotine, the MAXX Cutter
is similar to a paper rolling cutter.
This increases the exactness, there
is no need to move the material
because the blade moves and the
output is higher.
62
Sustainability Solinq
TKH solutions
Solinq is all about
sustainability and
cooperation
Eldra in Ittervoort (the Netherlands)
started developing cabling for the solar
market in 1998. As a trendsetter in this
particular market, in 2009 Eldra launched
Solinq®, a unique total system for cabling
solar installations.
The solution consists of cables, tools and
junction boxes with high-grade connectors.
With Solinq®, Eldra is anticipating the use
of alternative sources of energy and setting
a high standard in terms of ease of
installation, so that the end user is
offered certainty. Sustainability is a
matter of taking a long-term view,
according to Eldra. The Solinq®
solutions are consistently
reliable, so that customers
know they can rely on them in
the future. Sustainability and innovation also help to
create synergy, as is apparent from the fact that CAE
Groupe has introduced the Solinq® solution on the
French market. Sustainability is therefore also a matter
of being innovative and cooperating!
Security Videominer
Image analysis
enhances security
TKH Group offers a full range of
solutions in the field of security, from
camera surveillance and burglar
detectors right up to complete
concepts for remote monitoring of
parking garages, with which one or two
employees can monitor dozens of car
parks from a central control room.
VDG/Observision’s videominer has won numerous
awards, including one last year. With this technology,
recordings from surveillance cameras can be analysed
very quickly. The videominer allows specific ‘object
analyses’ to be performed on the basis of parameters
such as shape, speed, colour and texture. The time saved
can be as much as a factor of a thousand or more
compared with viewing all of the tapes individually.
The technology also has advantages during live
observation. The observer can receive an alarm in the
event of behaviour that has been defined as suspicious,
such as a person loitering near a vehicle. The camera
then zooms in on the situation and the observer can
take any action that may be required.
63
security Interview Ad Rutten
Schiphol Group
Technology in
the fight against
terrorism
Ad Rutten, vice-president and
Chief Operational Officer at
Schiphol Airport
The cost of security is rising all the time, but
the risks aren’t disappearing. The only answer
is to keep on finding smarter solutions.
W
e are constantly preparing for
an incident that has already
occurred.’ That is one of the major
dilemmas in the field of security,
says Ad Rutten, vice-president and Chief
Operational Officer (COO) at Schiphol Airport in
the Netherlands.
‘Security at the airport has been an issue since
the hijackings and bomb attacks in the sixties’,
he says. ‘We now know that some terrorists are
willing to sacrifice their own lives.’ And they
don’t necessarily need bombs or metal weapons
to achieve their goal, which means that passengers
have to be screened far more carefully, with all
the complications that entails.
‘It’s impossible to know everything’, Rutten sighs.
‘If someone were to board a plane with explosives
in their body tomorrow, we would not find them.’
Not even with the latest body scanners, which
can examine a person’s body with radio waves.’
64
Technology to curb inconvenience
and costs
Security has become a constant race to keep up,
with steadily increasing costs. Schiphol employs
four thousand security staff. Security accounts
for a quarter of the airport’s total operating costs,
money that Rutten would much prefer to use
‘for other purposes’.
Quite apart from the higher costs, the security
also causes inconvenience. Passengers are
annoyed by the long queues at security checks;
they find it irritating to have to remove their
shoes, not to mention the endless delays in the
event of an alarm.
Technology is the most important weapon in the
struggle to reduce the nuisance.
Finding and retaining good staff is also extremely
difficult. ‘The outflow of staff is 25 percent a year.
That means we have to find a thousand new
people every year, and to do so we have to conduct
twelve thousand interviews, since only one in
twelve candidates is qualified. The pool of security
staff is simply empty, so I would call on industry
to develop more advanced equipment.’
Terrorists also know the rules
We should actually look at security from a totally
different angle, Rutten feels. There is too much
emphasis on rules and not enough on the risks.
In other words, the discussion is always about the
rules. Should we always check everyone to see if
they are carrying a white powder? If a passenger
has medicine, is a doctor’s note from any country
acceptable? Does it make sense to classify brie
and camembert cheese as gels, a category of
dangerous products, while Dutch cheeses are not?
Of course, there are advantages to rules, since you
can always show that passengers have been
checked in accordance with them. But you are
being overtaken by events. Tomorrow’s terrorist
also knows the rules.
65
Smart cameras can interpret
behaviour. If a person is acting
strangely, they send a warning so
that we know precisely who we
need to check more carefully.
Rutten therefore favours risk-based (rather than
rule-based) security. That is a question of
considering who you are dealing with and
organising the checks accordingly. It is a sensitive
subject, also politically, because of the risk of
discrimination. The major advantage of profiling
is that you don’t have to devote the same level
of energy to everyone. For example, a group of
holiday makers who booked months in advance
don’t have to be scrutinised so intensively. ‘The
risk assessment can have been made well in
advance.’
Who do you check then? ‘We need to further
develop the selection methods, for example with
the help of the social sciences.’ And technology
can help. For example, with improved iris scans,
which can identify a person registered as a
suspect from four metres away.
Rutten expects a lot from smart cameras: cameras
that not only facilitate observation but also
(since the staff needed to study the images are
not available) immediately analyse the pictures.
‘These cameras can interpret behaviour. If a
person is acting strangely, they send a warning so
that we know precisely who we need to check
more carefully.’
‘T he pool of security staff is
simply empty, so I would call
on industry to develop more
advanced equipment.’
66
TKH doesn’t do anything
wild – nor do we
67
TKH Group has survived the credit crisis well, says one
of its largest shareholders, Delta Lloyd. The long-term
strategy has proved robust.
TKH was ready for the credit crisis. It
had made preparations well before the
crisis struck. This is one of the reasons
why Alex Otto, director of investments
with Delta Lloyd Asset Management,
owns so many TKH shares. His portfolio
contains seventeen percent of the total
(around eleven percent via the Delta
Lloyd Deelnemingen fund and almost
six percent owned directly by Delta
Lloyd).
‘If TKH Group had still been “Twentsche
Kabel”, the crisis would have affected
it far more severely’, he says. ‘The company would have been too dependent
on just a few products. But they have
made an enormous transformation,
evolving from a suppler of products
to a group that offers solutions. Those
solutions create a lot of added value,
so the margins are high. They also
operate in sectors that are not overly
affected by business cycles. Care,
security, communication – these are
not areas where activity quickly
declines when the economy is in a dip.
Consequently, we feel that they are
making the right moves.’
Companies that depend on a single
sector, such as construction, have had a
far more difficult time, says Otto. As a
result, they have had to raise additional
capital. TKH was well capitalised and
has managed its affairs very carefully.’
Nevertheless, even TKH’s share price
started to fall, reaching its lowest point
in January 2009. Otto saw that as a
perfect moment to buy more shares.
‘A company, like TKH, with reasonably
predictable profits deserves a higher
valuation. That is not always reflected
in the share price, which is quite often
dictated by short-term speculation. We
take the long-term view. And thanks to
our healthy cash position, we were able
to profit from the crisis. We have cash
reserves and a broad mandate from the
Executive Board. We don’t panic if the
share price falls.’
Seeing and feeling a
company
Delta Lloyd does not invest in shares,
but in companies, says Otto of his
Alex Otto, director of investments
strategy. ‘We want to see and feel a
Delta Lloyd Asset Management
company. We want to be sure that there
is a management in place that we
believe in. Naturally, you have to invest
‘We have the feeling that
time keeping in touch, but it is better
than simply watching fluctuations in
TKH is making the right
the share price from your desk.’
It also helps that TKH is not as big as,
moves.’
say, Philips. ‘We can call the Executive
Board of TKH at any time. We talk
to each other at least a few times
every year, for example after the
presentation of the interim results.
And we sometimes pay him a visit if
there are difficult issues to discuss.’
Another factor that helps is that TKH
has a generous dividend policy.
‘We love dividends. They are the kind
of certainties you rely on during a
crisis.’ The company achieves the right
balance in that regard: it does not
spend all its profits on wild acquisitions,
but pays a good dividend to the shareholders, often of forty or fifty percent.
Otto usually reinvests some of the
dividend in the company.
In 2009, Delta Lloyd secured a fantastic
return on its TKH shares, so the longterm strategy also produced short-term
gains. They are deserved. ‘We follow
developments at TKH very closely. It is
not a company that does anything wild
– nor are we. That is why they are a
perfect fit for us.’
Security
Care
Communication
Sustainability
Efficiency
Financial Statements
2009
70
At 31 December before profit appropriation
in thousands of euros
Assets
Non-current assets
2009
Intangible non-current assets
4
167,273
168,895
Tangible non-current assets
5
147,929
161,427
Investment property
6
3,334
3,512
Financial non-current assets
7
2,112
3,417
16
7,858
5,868
Deferred tax assets
2008
Total non-current assets 328,506 343,119
Current assets
Inventories
Receivables
Cash and cash equivalents
8
114,957
9
11
140,405
146,263
225,255
43,554
9,519
Total current assets 304,774 375,179
Assets held for sale
12
8,850
3,261
Total assets 642,130 721,559
Equity and liabilities
Group Equity
Shareholders’ equity
Minority interest
13
280,536
292,404
1,324
1,089
Total group equity 281,860 293,493
Non-current liabilities
18
72,000
125,689
Deferred tax liabilities
16
29,968
31,795
Provision for pensions
17
12,613
13,643
Other provisions
15
8,668
11,092
Total non-current liabilities 123,249 182,219
Current liabilities
Borrowings
19
40,944
70,623
Trade and other payables
20
179,866
166,724
3,483
4,691
15
12,728
3,809
Current income tax liabilities
Provisions
Total current liabilities 237,021 245,847
Total equity and liabilities 642,130 721,559
71
FINANCIAL STATEMENTs
Consolidated profit and loss account
2009
2008
Net turnover 1 724,261 995,178
Other operating income
Total turnover
2,175
1,858
23 726,436 997,036
Cost of raw materials, consumables, trade
products and subcontracted work
430,129
627,625
Personnel expenses
25
170,487
186,023
Depreciation
27
16,249
16,806
Amortisation
28
9,015
6,489
Impairment 29
3,742
-3,478
Other operating expenses
30
81,071
90,399
Total operating expense 2 710,693 923,864
Operating result
15,743
73,172
-7,826
31
-9,385
Share in result of associates
-1,322
Result before tax
5,036
65,292 Financial income and expenses
-54 Exceptional tax gain
-293
-2,502
Tax from current year
2,279
17,478
32
1,986
14,976 3,050
50,316 Tax on profit Net result Attributable to:
Shareholders of the company
2,652
Minority interest
398
382 3,050
50,316 Earnings per share
Weighted average number of shares (x 1,000)
49,934
33
35,894
35,027
diluted earnings per share (x 1,000) 36,086
35,154 Ordinary earnings per share before amortisation (in €)
0.18
1.52
Ordinary earnings per share (in €)
0.07
1.43
Diluted earnings per share (in €)
0.07
1.42
Weighted average number of shares for the purpose of
1. Inclusive changes in inventory of finished goods, work in progress and construction contracts of € - 53.9 million (2008: € + 30.2 million).
2. The total operating expenses of 2009 include, besides exceptional impairment
losses, € 12.2 million for non-recurring expenses as a result of restructuring. These costs relate mainly to personnel expenses.
72
Comprehensive income
Result over the period
Currency translation differences
2009
3,050
-383
-1,921
2008
50,316
Effective portion of changes in fair value
of cash flow hedges (after tax)
-646
-7,548
Revaluation of property
2,037
-169
Result arising on impairment of assets classified as held for sale
-1,989
Net income and expense recognized directly in equity
Total result for the period
-981
-9,638
2,069
40,678
Attributable to:
Shareholders of the company
1,671
Minority interest
398
382
2,069
40,678
Total result over the period
40,296
73
Consolidated statement of
changes in group equity
Share
Share
Legal
Revalua-
tion
Trans-
lation
Cash-flow Unappro-
hedge
Other
priated capital
premium
reserve
reserve
reserve
reserve
Balance at 1 January 2008
8,851
12,849
6,319 24,069
5,966
1,368 160,308
held by minority shareholders
476
Change in cash-flow hedges
-169
Release realised revaluation
-448
Profit for the year
reserves
profit
Total
44,578 264,308
49,934
49,934
Minority
Total
interest
equity
1,205 265,513
382
50,316
-476
0
0
-7,548
-7,548
-7,548
-169
-169
448
0
0
Reclassification of put options
Exchange differences
Total result
Appropriation profit last year
-1,921
-1,921
-1,921
0
0
476
-617
-1,921
-7,548
-28
49,934
40,296
382
40,678
32,773 -32,773
166
-166
-438
1,112
-438
1,112
-81
-519
1,112
-2,572
-2,572
-2,572
option schemes
1,277
1,277
1,277
Capitalised development costs
3,196
-3,196
0
0
Acquisitions
175
51
226
-417
-191
9,017
12,683
9,728 23,452
4,045
Profit for the year
Reclassification of put options held
Dividends
-11,805 -11,805
-11,805
Dividends to minority
shareholders
Share and option schemes (IFRS 2)
Purchased shares for share- and
option schemes
Sold shares for share- and
Balance at 31 December 2008
-6,180 189,725
49,934 292,404
2,652
2,652
1,089 293,493
398
3,050
by minority shareholders
1,047
-1,047
0
0
Change in cash-flow hedges
-646
-646
-646
2,037
2,037
2,037
assets classified as held for sale
-1,989
-1,989
-1,989
Release realised revaluation
270
-270
0
0
-405
29
-376
-7
-383
1,047
318
-405
-646
-1,288
2,652
1,678
391
2,069
36,048 -36,048
Result arising on impairment of
Total result
Appropriation profit last year
00
0
0
239
-239
-13,886 -13,886
-13,886
Dividend to minority shareholders
Acquisition of minority interests
-324
-324
0
-199
43
-523
43
Share and option schemes (IFRS 2)
747
747
747
-758
-758
-758
schemes
675
675
675
Capitalised development costs
3,217
-3,217
0
0
12,444 13,668 23,770
3,640
Dividends
Purchased shares for share and
option schemes
Sold shares for share option
9,256
-6,826 221,932
2,652 280,536
1,324 281,860
74
Consolidated cash flow statement
2009
2008
73,172
Cash flow from operating activities
Operating result
15,743
Depreciation, amortisation and impairment 29,257
19,970
Share and option schemes not resulting in a cash flow
747
1,112
(Gain)/loss on sale or disposal of tangible assets
-251
-153
Changes in provisions
5,723
Changes in working capital
116,893
-4,353
Cash flow from operations
168,112
78,893
Interest paid
-9,013
-9,421
Income taxes paid
-6,809
-16,117
(A) 152,290
53,355
Net cash flow from operating activities
-10,855
Cash flow from investing activities
Dividends received from non-consolidated associates
Purchases of tangible non-current assets
-10,937
-32,472
Disposals of tangible non-current assets
1,573
718
Disposals less purchases of investment property
186
-922
0
Disposals of assets held for sale
0
328
300
35
-802
-20,708
Acquisition of associates -1,009
-273
Investments in intangible non-current assets
-5,863
-5,756
0
-8
Acquisition of subsidiaries Acquisition of other financial non-current assets
Net cash flow from investing activities
(B) -16,552 -59,093
Cash flow from financing activities
Dividends paid
-14,409
-12,324
Issue of new shares
0
0
Sold less purchased shares for share and option schemes
-83
-1,295
Proceeds from long-term debts
0
38,174
Repayments of long-term debts
-57,275
0
Change in borrowings
-29,679
-17,241
(C) -101,446
7,314
Net cash flow from financing activities Net increase in cash and cash equivalents
(A+B+C)
34,292
-257
Change in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
1,576
-1,710
34,035
-134
9,653
43,554
9,519
9,519
75
Notes to the consolidated
financial statements
1 Accounting principles
General
product / market combinations in which TKH companies
The financial statements of TKH Group N.V. (hereafter “TKH”)
operate. The accounting principles that are applied to these
have been drawn up in accordance with the International
consolidated financial statements also apply to the business
Financial Reporting Standards (“IFRS”) adopted by the
segments. The transaction prices for deliveries between
European Commission and applicable as at 31 December 2009.
segments are determined on a commercial basis. The results,
The company financial statements are part of the consolidated
assets and liabilities of a segment include both items directly
financial statements 2009 of TKH. For the company profit and
linked to that segment as items that can reasonably and
loss account of TKH, use is made of the exemption pursuant
consistently be allocated to that segment. Besides the informa-
to Article 2:402 Book 2 of the Netherlands Civil Code. The
tion about the operating segments, selective information by
financial statements have been prepared based on the
geographic region is disclosed.
historical cost basis, except for the valuation at fair value of
property, derivative financial instruments and share-based
Foreign currencies
payments. All transactions in financial instruments are
Transactions in foreign currencies are translated into the
recognised at transaction date.
respective functional currencies of the entities of the group,
at the prevailing exchange rate at transaction date. In foreign
Change in estimate
currency denominated monetary assets and liabilities at the
The start of a new production plant and the closure of an
balance sheet date are translated at the exchange rate
existing production plant showed that the useful life of the
prevailing at that date. The as a result of the conversion
production machinery is longer than originally assumed. As
occurring exchange differences on monetary items, are
of 1 January, 2009, the depreciation on production machinery -
recorded in the profit and loss account. Non monetary assets
mainly for cable production - increased from 7.5 years to and liabilities in foreign currencies, which are recorded at fair
15 years, in line with the current understanding of useful life.
value, are translated at exchange rates prevailing at the date
Parts of machines that have a shorter useful life are depreciated
that the fair values were determined.
over the shorter useful life. The book value on 1 January is
Assets and liabilities of foreign subsidiaries are translated at
amortized over the remaining useful life. The change in
the exchange rates prevailing on balance sheet date. The profit
estimate has resulted in a lower depreciation of € 2.3 million in
and loss accounts of foreign subsidiaries are translated using
2009. In the future, this lower depreciation gradually decreases.
the weighted average monthly exchange rates over the year
under review. Exchange differences arising from the trans-
Consolidation
lation are credited or charged to the translation reserve
The consolidated financial statements include the annual
(equity). These exchange differences are recognised in the
accounts of all subsidiaries over which TKH has control. TKH
profit and loss account as income or expense in the period
has control if it can determine the financial and operating
that the activities are disposed of.
policies of an entity so as to obtain benefits from its activities.
A list of consolidated entities is included on page 122 and 123.
The results of group companies that are acquired are recognised
Business combinations
in the year of acquisition from the effective date that control
taking into account the fair value of assets, liabilities incurred
is acquired. All intra-group transactions and balances are
or assumed. Intangible assets are identified and recognised
eliminated in the consolidation.
separately. A positive difference between the costs of the
New acquired subsidiaries are valued at their fair value,
acquisition and net fair value of the assets acquired less liabili-
Segmentation
ties is recognised as goodwill. A negative difference is recog-
The information is segmented into the operating segments
nised as income (discount on the acquisition) in the profit and
Telecom, Building and Industrial Solutions of which discrete
loss account. Minority interests are reported separately from
financial information is available that is evaluated regularly
the group result and group equity. When a minority share-
by the highest operational decision-makers. The Board decides
holder has a right to sell its shares to TKH according to a
on the allocation of resources and reviews the performance of contractual agreed formula (“put option”), and it is likely that
the Solutions. These benefits are reviewed and reported to the the option is exercised, a liability is recognised for the shares
level of operating profit. The solutions are based on the
to be purchased. The liability is recognised at the expected
76
present value of the future cash outflow. The consolidation leases. Assets acquired as financial lease are valued at the
is prepared on the basis of the economic ownership that TKH
lower of the fair value of the minimum lease payments at
has acquired. A legal reserve is accounted for the interest in
inception of the lease, less accumulated depreciation and
the equity of the subsidiary of which the economic ownership
impairment losses. Payments made under an operating lease
has been obtained, but not yet the legal ownership.
are recognised in the profit and loss account in the period to
Adjustments after balance sheet date on the value of the
which they relate. Benefits arising from entering into an
liability for put options and earn-out payments are recognised
operating lease are spread over the term of the lease.
directly into goodwill.
Property, plant and equipment
Land and buildings used for business operations are stated at
Goodwill
fair value. The fair value is based on the replacement value
Goodwill, as the difference between the purchase price and
less depreciation or lower market value. The replacement
the company’s interest in the net asset value (on the basis of
value and the market value are derived from the most recent
the total of the fair value of assets acquired and liabilities
valuation reports. Valuations are performed with sufficient
assumed) of acquired participations, is capitalised. Goodwill is
regularity to ensure that the carrying amount does not differ
allocated to cash-generating units. Goodwill is not amortised.
materially from that which would be determined using fair
Instead, it is tested at least annually for impairment. Any
values at the balance sheet date.
impairment loss is recognised in the profit and loss account as
The remaining useful life is determined in the valuation. The
soon as it occurs and is not reversed in subsequent periods.
revaluation is depreciated over the remaining useful life.
On sale of a subsidiary, the goodwill is included in the
Any revaluation increase or decrease of land and buildings is
determination of the profit or loss on disposal.
recognised in the revaluation reserve, subject to a provision
Other intangible non-current assets
reserve for a specific asset is negative, in which case the
Expenditure for research is charged tot the profit and loss
balance is reported as an impairment loss. A revaluation
when incurred. Expenditure for development is capitalised which eliminates the impairment loss is recognised directly in
for deferred tax liabilities, except where the revaluation
if the following conditions are met:
the profit and loss account. The depreciation on buildings that
• An asset is created that can be identified;
has been revalued is calculated by the straight-line method
• It is probable that the asset created will generate future
and recognised in the profit and loss account.
economic benefits; and
• The development costs can be measured reliably.
Other plant and equipment includes machinery, furniture,
Development costs are not capitalised if they are directly
transport equipment and cars and operating assets in
reimbursed by third parties.
progress. These assets are stated at cost less accumulated
Other intangible non-current assets are valued at historical
equipment are written off from the moment they are ready for
cost less amortisation. The amortisation is on a straight-line
their intended use.
depreciation and any impairment losses. The other plant and
basis over their expected useful life. The expected useful life is
The expected useful life of tangible non-current assets is:
as follows:
• Land: infinite;
• Capitalised development costs: 3-5 years;
• Buildings: 30-33 years;
• Patents, licenses and trademarks: 3-10 years;
• Machinery and installations: 5-15 years;
• Acquired customer relationships: 5-15 years;
• Other equipment: 3-10 years.
• Acquired brand names: 15 years.
• Acquired intellectual property: 5-10 years
Investment property
The investment property are business premises and houses not
used for own business operations. These assets are stated at
Lease
fair value. Gains and losses due to changes in the fair value are
A lease is classified as a financial lease if the terms of the lease
recognised directly in the profit and loss account in the period
transfer practically all the risks and rewards of ownership of
that the change in value occurs.
an asset. All other lease agreements are classified as operating
77
bles is based on the average purchase price and cost incurred
Associates
in bringing the inventories to their present location and
The associates in which TKH has significant influence in condition. The cost of semi-manufactured and finished
the financial and operating policy decisions, but no control,
product comprises the direct materials and direct labour costs
are valued according to the equity method. Under the equity
as well as a surcharge for the indirect production costs.
method, the share in the profit or loss of the associate is recognised in the profit and loss account. The share in the
Construction contracts
associate is determined based on TKH’s share in the net assets
If the outcome of a construction contract for third parties of the associate, including the paid goodwill at acquisition
can be reliably determined, then the revenue and costs are
and less any impairment loss.
reported in proportion to completion at the balance sheet
Dividend from associates is recognised when the shareholders’
date. The stage of completion is calculated on the basis of the
right to receive payments have been established.
related costs incurred for services provided in comparison to
the total expected project costs, unless this is not representa-
Impairment
tive for the stage of completion. Variations in contract work,
At least every year the company reviews its tangible and
claims and incentive payments are included to the extent that
intangible assets to determine whether there are indications
they can be determined reliably and settlement is likely. If the
that those assets have suffered an impairment loss. If there is
outcome of a construction contract can not be measured
any such indication the recoverable value of the asset is
reliably, revenue is accounted for the costs incurred if it is
estimated to determine the extent of the impairment loss. If
probable that the benefits will be realized. Contract costs are
the asset does not generate cash itself, the company deter-
recognized as expenses in the period that they occur. If the
mines the recoverable value of the smallest cash-generating
expected project costs exceed the project revenue, then the
unit to which the asset belongs.
expected loss is provided directly and deducted from the
The recoverable amount is the fair value less cost to sell or the
construction contracts.
value in use, whichever is higher. The value in use is based on
Construction contracts, consisting of the balance of costs
the estimated discounted value of future cash flows using a
incurred, profits and losses taken less amounts invoiced, are
discount rate based on current market assessments of the time
stated as a receivable when the balance is positive. If the
value of money and the risks specific to the asset.
balance of costs incurred, profits and losses taken less invoiced
If the recoverable amount of an asset is less than its carrying
amounts on a project is negative, it is stated as a liability for
amount, the asset is recognised at the recoverable amount. An
that particular project.
impairment loss is recognised immediately in the profit and
loss account, unless the asset concerned is carried at a
Receivables
revalued amount, in which case the impairment loss is first
Receivables are recognised at face value less provisions for deducted from the revaluation reserve.
bad debts. This valuation approaches the fair value of the
When an impairment loss subsequently reverses, the carrying
receivables.
amount of the asset is increased to the revised estimate of its
recoverable amount, with the exception of goodwill, but never
higher than the carrying amount that would have been
Cash and cash equivalents comprise cash on hand and
determined when no impairment loss has been recognised.
short-term deposits.
The increase is recognised immediately in the profit and loss
account. If this increase relates to a revalued asset where the
write down is not recorded in the profit and loss account, then
Non-current assets are classified as held for sale if their
the increase is recorded directly in the revaluation reserve.
carrying amount will be recovered principally through a sale
transaction rather than through continuing use. This condi-
Inventories
tion is regarded as met only when the sale is highly probable
Inventories are stated at the lower of cost and net realisable
and the asset is available for immediate sale. Assets held for
value. The net realisable value is the estimated sales price in
sale are measured at the lower of their previous carrying
normal course of business less estimated cost of completion
amount and fair value less costs to sell. Assets held for sale are
and selling expenses. The cost of raw materials and consuma-
not depreciated.
78
Revaluation reserve
Deferred tax
The realised part of the depreciation on tangible non-current
Deferred tax relates to temporary differences between the
assets is released in favour of the other reserves. When a
value in the financial statements and the value for tax
revalued asset is sold, the revaluation reserve is transferred to
purposes. No deferred tax is recognised for non deductible
the other reserves.
goodwill and associates included in the participation exemption. Deferred tax assets are only recognised to the
Provisions
extent that it is probable that they can be realised. Deferred
General
tax is calculated at the tax rates that are expected to apply
Provisions are recognised for obligations resulting from past
when they are settled. Changes in deferred tax are recognised
events, for which it is probable that they will require a
immediately in the profit and loss account, with the exception
settlement and whose size can be reasonably and reliably
of changes in the tax rates of deferred tax on revaluations, estimated. Provisions are measured at management’s best
the effects of which are recognised directly in equity.
estimate. Long-term provisions are discounted to present
value, with the exception of the provision for deferred tax.
Interest bearing liabilities
Pensions
after deducting related transaction costs, and subsequently
Premiums for defined contribution plans are recognised measured at amortised costs, using the effective interest rate
as liabilities in the period to which they relate. For defined
method.
Interest bearing liabilities are initially measured at fair value,
benefit pension plans, the net liability is calculated per
scheme by estimating the retirement benefit obligation that
Other liabilities and accruals
employees are entitled to in exchange for the their services
These are valued at face value, which approaches the fair
rendered during the financial year and previous years. The
value of other liabilities.
retirement benefit obligations are discounted and the fair
value of the plan assets are deducted from the obligation. Derivative financial instruments
The retirement benefit obligations and the costs of the defined
Financial assets and financial liabilities are recognised in the
benefit plans are calculated according to the “Projected Unit
balance sheet when TKH concludes a contract for such an
Credit Method”, with actuarial calculations being made at
instrument. Derivative financial instruments are stated at fair
balance sheet date. Actuarial gains and losses are not includ-
value on the contract date and are then reported at the
ed, unless the net accrued not-recognised actuarial gains and
prevailing fair value at subsequent reporting dates. Changes
losses at the end of the preceding reporting year were greater
in the fair value of derivative financial instruments that are
than the highest of:
designated and effective as hedges of future cash flows are
• 10%
of the present value of the gross liabilities arising from
recognised directly in equity. The ineffective portion is
the defined benefit plan; and
recognised immediately in the profit and loss account. If the
• 10% of the fair value of the plan assets on that date.
cash flow from an existing commitment or an expected future
The portion that exceeds the limit is recognised in the profit
transaction results in the recognition of an asset or liability, at
and loss account pro rata over the expected average remaining
the time the asset or liability is recognised the associated
working lives of the participants.
gains or losses on the hedging instrument that had previously
When defined benefit plans are improved, the part related to
been recognised in equity are included in the valuation of the
past services is amortised on a straight-line basis over the
asset or the liability. For hedges that do not result in the
average period until the benefits become vested.
recognition of an asset or a liability, the gains or losses
Jubilee bonuses
account in the same period as the underlying hedged transac-
recognised in equity are recognised in the profit and loss
The net liability for jubilee bonuses is the amount of future
tion is recognised in the profit and loss account. Changes in
benefits that relate to services from employees during the
the fair value of derivative financial instruments that do not
financial year or previous periods. The liability is calculated
qualify for hedge accounting are recognised immediately in
according to the “Projected Unit Credit Method” and is
the profit and loss account. Hedge accounting is discontinued
discounted to its present value. The discount rate is equal to
when the hedge instrument expires, is sold, exercised or no
the defined benefit scheme.
longer qualifies for hedging. The cumulative gains or losses on
that hedging instrument recognised up to that time in equity
are recognised in the profit and loss account when the
The profit recognition based on stage of completion is
forecasted transaction occurs. If a hedged transaction is no
determined as follows:
longer expected to occur, the cumulative gains or losses
• Installations include relatively low fees with a quick
recognised in equity are transferred to the profit and loss
account.
79
turnaround and are therefore recognised after completion;
• Service and maintenance fees are recognized for the stage of
completion.
Turnover
The turnover of TKH consist of goods, services and projects
Operating expenses
within Telecom, Building and Industrial Solutions that can be
General
offered to customers as a separate product/service or as total
The cost of production and other expenses directly related to
solution. Total turnover comprises the net turnover, the
ordinary operational activities which underlie the operating
change in inventories of finished product and work in
income are stated as operating expenses.
progress as well as other operating income. Net turnover
comprises the amounts in the reporting year from the supply
Government subsidies
of goods and services to third parties less discounts and
Government subsidies are recognised in the profit and loss
taxation levied on the turnover. The change in inventories of
account in the same period as the expenses to which they
finished product and construction contracts concerns the
relate. The subsidy is deducted from the related costs.
production companies and project within TKH.
Subsidies relating to non-current assets are stated as amounts
The supply of goods is recognised as turnover if the following
received in advance and credited to the profit and loss account
conditions are met:
over the expected useful life of the asset concerned.
• The significant risks and rewards of ownership of the goods
are transferred to the buyer;
• TKH does not retain involvement and effective control over
Share-based payments
The share-based payments are settled in equity instruments.
the sold goods usually associated with ownership;
They are valued at fair value at the date they were granted.
• The amount of the revenue can be measured reliably;
The fair value is determined using an option pricing model
• It is probable that the economic benefits associated with the
that takes into account market-related vesting conditions
transaction will flow to TKH;
• The costs incurred or to be incurred related to the transaction can be reliably measured;
attached to the granting of the options. The fair value is
written off against the profit and loss account over the period
between the granting of the options and the time that the
share options vest, adjusted for the expected number of share
Turnover on work in progress is recognised in accordance
options to be exercised.
with the accounting principles described under “construction
contracts” (see before).
Financial income and expenses
Services primarily relate to project management, installation,
Financial income and expenses comprise the interest received
service and maintenance. If the result of a transaction in
from or paid to third parties relating to the year under review.
which services are performed can be estimated reliably, then
Interest is recognised according to the effective interest
the revenue relating to those transactions are included for the
method. The interest income and the interest expenses on bank
stage of completion at the balance sheet date. The result of a
accounts that belong to one and the same interest combination
transaction can be estimated reliably when all the following
are set off. The interest balance of the interest combination is
conditions are met:
stated under interest income or interest charges. Translation
• The amount of the revenue can be measured reliably;
differences on sale and purchase transactions are classified
• It is probable that the economic benefits associated with the
under financial income and expenses. Financial expenses
transaction will flow to TKH;
• The extent to which the services have been performed at the
related to the construction of tangible non-current assets have
not been recognised as part of the asset.
reporting date can be reliably determined;
• The costs incurred or to be incurred related to the transaction can be reliably measured.
Tax
Tax is calculated on the result before tax, taking into account
the prevailing tax rates and tax legislation in the different
countries. Tax is accounted for in the profit and loss account,
80
unless it relates to items directly recognised in equity, in
which case taxes are also accounted for in equity.
In addition to the tax directly payable or receivable for the
reporting year, the item also includes the changes in the
deferred tax assets and liabilities and adjustments to tax
assessments from previous years.
Minority interest
This item comprises the share of third parties in the profits
and equity of subsidiaries according to TKH’s accounting
principles.
Cash flow statement
The cash flow statement has been drawn up using the indirect
method. With this method, the net result is adjusted for items
in the profit and loss account that have no impact on income
and expenses in the year under review and changes in items in
the balance sheet and profit and loss account whose income
and expenses are not considered to belong to the operational
activities. The cash position in the cash flow statement
comprises cash and cash equivalents. The purchase price of
acquisitions is included under the cash flow from investing
activities. Transactions which do not involve a cash exchange
are not included in the cash flow statement.
81
2 Effect of new accounting standards
The following amendments and interpretations are effective as
• Amendment on IAS 32 and IAS 1: Puttable Financial
of 1 January 2009:
Instruments and Obligations arising on Liquidation
• Improvements in IFRS (Issued by the IASB in May 2008)
• Amendment on IAS 39 Financial Instruments : Recognition
• Amendment on IAS 1 Presentation on Financial Statements:
A Revised Presentation
• Amendment on IFRS 1 and IAS 27 Cost of an Investment in a
Subsidiary, Jointly Controlled Entity or Associate.
• Amendment on IAS 23 Borrowing costs
• Amendment on IAS 27 Consolidated and Seperate Financial
Statements
• Amendment on IAS 32 and IAS 1: Puttable Financials
Instruments and Obligations arising on Liquidation
• Amendment on IFRS 7: Improving disclosures about
Financial Instruments.
• Amendment on IFRIC 9 and IAS 39: Embedded Derivates.
• IFRIC 13: Customer Loyalty Programmes
and Measurement: Eligible Hedged Items.
• Amendment on IAS 39 Reclassification of Financial Assets:
Effective Date and Transition
• Amendment on IAS 39 and IFRS 7: Reclassification of
Financial Instruments.
• Amendment on IFRS 2 Share Based Payment: Vesting
Conditions and Cancellations.
• Amendment on IFRS 2 Group Cash-settled Share-based
Payment Transactions.
• Amendment on IFRS 3 Business Combinations.
• IFRS 9 Financial Instruments.
• Amendment on IFRIC 14: Prepayment of a Minimum
Funding Requirement.
• IFRIC 15: Agreements for the Construction of Real Estate
• IFRIC 17 Distribution of non-Cash Assets to Owners.
• IFRIC 16: Hedges of a Net Investment in a Foreign Operation.
• IFRIC 19 Extinguishing Financial Liabilities with Equity
• IFRIC 18: Transfer of Assets from Customers.
The adoption of these new standards, amendments to Instruments.
TKH expects that the adoption of these new standards,
standards and new IFRIC interpretations, do not impact the
amendments to standards and new IFRIC interpretations in
financial statements materially, except for the more detailed
future periods will have no material impact on TKH’s financial
explanation of financial instruments under IFRS 7.
statements, with the exception of the adoption of IFRS 3. By the changed IFRS 3 the consultancy fees for future TKH did not opt for early adoption of the following new
acquisitions should be recognised directly in the Profit and
standards, amendments to standards, and new IFRIC interpre-
Loss account and should not be capitalized anymore. tations, which are mandatory for annual periods beginning on
Furthermore for new acquisitions the changes in the earn-out
or after 1 January 2010 or later years:
liability and the settlement of the put-option should be
• Improvements in IFRS (Issued by the IASB in 16 April 2009)
recognised in the Profit and Loss Account in stead of Goodwill.
• Amendment on IAS 24 Related Party Disclosure
82
3 Estimates and judgements
ment has made estimates and judgements. These estimates
Tangible non-current assets, investment property and
assets held for sale
and judgements affect the reported amounts of assets and
TKH possesses property for own use and available for sale. liabilities, revenues and expenses and disclosed contingent
The property is recorded at fair value based on taxations of
assets and liabilities at the date of the financial statements.
independent valuers.
In preparing the consolidated financial statements manage-
The actual outcome can vary from these estimates and
judgements.
Pensions
All assumptions, expectations and forecasts used as a basis for
Note 1 and 17 include assumptions used for the calculation of
estimations in the consolidated financial statements are as
the pension expenses and the provision for pensions. Changes
good as possible a reflection of the forecast of TKH. Manage-
in the assumptions, like the discount rate and expected return
ment is of the opinion that for the assumptions, expectations
on plan assets, can have a substantial influence on these
and forecasts a reasonable basis exists. Estimates are related to
balances. An increase in the discount rate with 1% would
known and unknown risks, uncertainties and other factors
result in a decrease of the defined benefit obligation of about
that can be impacted such that future results and perform-
20%. ances significantly vary from those forecasted.
Other provisions
Important estimates are:
Provisions are recognised in the financial statements for
guarantee liabilities, claims, earn-out contracts, granted put
Price-, credit-, interest- and currency risks
Note 21 contains information about these risks.
options to minority shareholders, assets of subsidiaries and
associates, jubilee bonuses, impairment and onerous purchase
contracts. These provisions are based on estimates and
Goodwill
Note 1 and 4 include information about the valuation of
goodwill and the impairment test on goodwill.
Intangible non-current asset related to acquisitions
In the financial statements has been reported an material
amount for intangible non-current assets obtained in an
acquisition. The first recognition of these assets at fair value
has been determined on the basis of valuation models. The
outcomes are mainly dependent on the applied assumptions
(percentage of growth, royalty fees, useful lives) and future
expectations.
available information.
83
4 Intangible non-current assets in thousands of euros
Development
Goodwill
costs 2009
Balance at 1 January Total
2008
2009
2008
2009
2008
2009
2008
122,468 110,879
8,776
5,580
34,232
30,215
3,419
2,912 168,895 149,586
4,965
4,373
898
1,383
2,510 13,958
1,336
134
1,858
8,856
Additions and capitalisation
Acquisitions
Amortisation
Impairment losses
Brandnames, customer relations and Patents, licenses
intellectual property
and trademarks
2009
2008
5,863
5,756
5,704 22,948
-2,629
-774
-5,544
-4,839
-842
-876
-9,015
-6,489
-1,413
-458
-537
-851
-2,722
-537
529
-3,214
529
-3,214
-1,989
835
-1,989
835
8
10
8
10
122,113 122,468
11,990
8,776
30,546
34,232
2,624
3,419 167,273 168,895
Adjustment for earn-out
liabilities
Adjustment for put options
held by minority shareholders
Balance at 31 December
Accumulated amortisation and
impairment losses
2,891
Historical cost
1,478
5,005
6,514
2,144
1,302 22,098
125,004 123,946
16,995
10,694
42,604
40,746
4,768
4,721 189,371 180,107
1,918 12,058
11,212
The additions for brand names, customer relations and
Goodwill has been allocated to cash-generating units being
intellectuel property concern the fair value which is allocated
operational entities. On business-segment level, goodwill is
to these intangible non-current assets of acquired companies.
allocated as follows:
Telecom Solutions
2009
2008
31,997
31,997
Building Solutions
61,093
60,169
29,023
30,302
122,113
122,468
The realisable value of the cash generating units in which
extrapolated, taken into account a growth of 3%. A discount
goodwill has been reported, is the higher of the fair value less
rate before taxes has been used varying from 8.8% to 11.3%.
cost to sell or the value in use. The value in use is based on
The discount rate is based on the WACC of TKH complemented
the estimated discounted value of future cash flows. These
with a risk premium valid for the cash generating unit. In the
forecasts are derived from the internal business plans, which
year under review an impairment of € 2.7 million has been
are drawn up annually and have a horizon of 3 up to 5 years.
accounted for relating to product portfolio in Building
These business plans contain financial budgets and have been
Solution for € 1.4 million and Industrial Solution for € 1.3
prepared by local management and approved by the Executive
million that will not be continued. Board. Cash flows after the financial budget period have been
84
5 Tangible non-current assets
in
thousands of euros
Machinery
Other Operating
Land and and instal-
equip- assets in
buildings
lations
ment progress
Total
Actual book value
92,666
24,542
18,044
7,221 142,473
13,802 13,860
-4,103 32,472
Changes in 2008
Purchases
8,913
Acquisitions 119
29
980
11
1,139
Disposals
-22
-146
-550
-718
Revaluations
-269
-269
Depreciation
-3,701
-5,726
4,015
-7,526
Reversal of impairment losses 1
-16,953
4,015
919
412
-28
-14
1,289
12
-2,021
-2,021
Total changes
3,938
12,386
6,736
-4,106
18,954
Reclassifications to assets held for sale
Historical cost
120,458 167,358 101,629
Total unrealised revaluation 33,053
Accumulated depreciation on historical cost
-56,907 -130,430 -76,849
Actual book value
96,604
36,928
3,115 392,560
33,053
-264,186
24,780
3,115 161,427
Changes in 2009
Purchases
4,095
2,443
5,820
-1,421
10,937
Acquisitions 104
104
Disposals
-804
-326
-312
-131
-1,573
Revaluations
47
47
Depreciation
-3,709
-4,740
-8,066
-16,515
-124
-91
-3
-2
-220
12
-6,278
-6,278
Total changes
-6,773
-2,714
-2,457
Reclassifications to assets held for sale
Historical cost
123,698 169,380 98,643
Total unrealised revaluation
Accumulated depreciation on historic cost
-66,609 -135,166 -76,320
Actual book value
32,742
89,831
34,214
-1,554 -13,498
1,593 393,314
32,742
-32 -278,127
22,323
1,561 147,929
1. This concerns the partial reversal of the in 2002 impaired machinery for optical fibre activities. The reversal is required due the structural improved profitability
of the activities related to this machinery.
Building and land are valued once every 3-5 years by independent
• Imputed rent capitalization method
valuers. The valuation was conducted in accordance with
This method determines the unofficial sales value using the
internationally accepted methods of valuation. The fair values
gross market rental value of rentable floor area of buildings
have been determined based on the following methods:
and/or land, less property-related business expenses and
• Comparative method relates this to an under current market conditions deemed
This method compares the object with similar sales and/ realistic net return. This return is based on the assessment
or rental transactions if sufficient transaction data is
of the market, the location and the property itself. For the
known. The method is based on the assessment of the
property the yield ranges between 8% to 10% and the rental
market, the location and the property itself.
value factor is between 9 and 12.
85
• Replacement method
In the tangible non-current assets is included financial lease
In determining the replacement value, is taken into
for a bookvalue of € 2.1 million. The accompanying financial
account the nature and purpose of buildings and/or land,
debt included in borrowings, amounts to € 1.8 million.
the encountered technical and functional obsolescence and
Buildings and land with a book value of € 0.3 million have
the impact of changes.
been pledged to secure bank facilities.
6 Investment property
2009
2008
Balance at 1 January
3,512
2,549
Purchases
987
Disposals
-186
-65
15
-6
Change in fair value
-7
47
3,334
3,512
The method of valuation is comparable to land and buildings
under tangible non-current assets.
7 Financial non-current assets
2008
3,417
3,517
509
273
1
Other associates
Acquisition of other associates
Acquisition of other associates in acquisitions
Capital contribution
Share in result of associates
Dividend received
Acquisition of a controlling interest
500
-1,322
-54
-328
-1,000
Other changes
2009
8
8
2,112
3,417
The group owns the following relevant other associates:
Name of associate
Place
Country
Ownership and control
2009
Activity
2008
Speed Elektronik Vertrieb GmbH
Schwelm
Germany
25%
25%
Telecom Solutions INC Ltd.
Taipei
Taiwan
33%
33%
Telecom / Building Solutions
Linjator AB
Visby
Sweden
Star Industry
Hong Kong
Heteren
PR China
The Netherlands
Observision B.V. 1
Collmann GmbH
Scanton B.V.
40%
40%
Telecom Solutions 40%
100%
40%
49%
Building Solutions Building Solutions Lübeck
Germany
25%
25%
Houten
The Netherlands
49%
0%
1. The interest in Observision B.V. was expanded in 2009 to 100% and consequently as
from 1 July the associate is included in the consolidated statements.
Building Solutions
86
The overview below shows the summarised financial information on
the basis of the most recent available information,
Assets
Liabilities
Summarised financial information of the material associates
4,774
734
Turnover Net result
11,734
56
8 Inventories
2009
2008
Raw materials
20,547
24,965
Work in progress
13,600
15,249
Finished goods
80,810
100,191
114,957
140,406
A part of inventories is valued at lower net realisable value. The book
value of these written-down inventories is € 13 million. The total
write-down on inventories in 2009 recognised in the Profit and Loss
account is € 2.0 million (2008: € 11.0 million).
9 Receivables
2009
2008
Trade accounts receivable
115,583
162,238
Allowance for doubtful debts
-4,547
-3,751
111,036 158,487
Construction contracts for third parties 10
20,014
Derivative financial instruments
21
78
109
15,135
20,871
Other receivables and prepayments
45,788
146,263 225,255
The movement of the allowance for doubtful debts is as follows:
3,751
Additions
2,153
680
Releases
-905
-72
Acquisitions
17
37
Withdrawal
-464
-870
-5
4,547
3,909
67
3,751
87
10 Construction
contracts
for third parties
2009
2008
9
Amounts due from contract customers, stated under receivables
20,014
45,788
Amounts owed to contract customers, stated
under current liabilities
20
-25,237
-21,398
-5,223
24,390
Construction contracts incurred plus recognised profits
and losses taken
120,423
164,765
Less: invoiced amounts
-125,646
-140,375
-5,223
24,390
2009
2008
43,554
9,519
The amounts are expected to be settled within 12 months.
At 31 December 2009 advance payments and performance guarantees
have been provided to customers for a total amount of € 16.3 million
(2008: € 19.6 million). These guarantees have been reported under
contingent liabilities (ref. 22).
11 Cash and cash equivalents
Cash and bank balances
The cash and bank balances are free on hand.
12 Assets held for sale
2009
2008
3,261
1,240
2,021
8,850
3,261
5
6,278
Impairment
-396
Disposals
-300
Reclassifications
The assets held for sale include business premises in the Netherlands,
the United States and Sweden. The properties are on sale because of
relocation of activities. It is expected that sales will be settled within
one year.
13 E
quity
The group equity is equal to the shareholders’ equity. See the consolidated
statement of changes in equity for a breakdown of the group equity and
the disclosure notes to the company balance sheet.
14 D
ividend
For further details is referred to the company’s financial statements.
7
88
15 Provisions
2009
2008
Deferred taxes
16
29,968
31,795
Pensions
17
12,613
13,643
8,668
11,092
Other short-term provisions
12,728
3,809
63,977
60,339
Other long-term provisions
The provisions for tax and pensions are generally long-term.
The specification and movement of the other
provisions is as follows:
Put options
of minority
share- Employee Onerous
Restruc-
Warranty Earn-out
holders liabilities contracts
tering
Other
1,688
2,486
7,937
1,856
Additions
Acquisition
Withdrawal
Releases Adjustment on paid goodwill
1,445
82
624
372
-1,265
-385
-536
529
-1,989
1,332
3,002
5,948
1,677
Term of the other provisions shorter than 1 year
636
Total
298
14,901
9,338
15
11,504
206
578
-190
-3,940
-5,780
-261
-226
-1,023
-1,460
2,676
2,676
1,070
5,604
2,763
21,396
2009
12,728
2008
3,809
839
1,853
Term longer than 5 years
The long-term provisions have been discounted. The increase
of the provision as a result of expiration of time and adjustment of the discount rate is minor. The short-term provisions
have not been discounted since the effect is not material.
Provision for guarantees
Earn-out
The provision for guarantees is related to guarantees issued
For several acquisitions, contractual arrangements have contractually on products and services supplied. The purpose
been made about earn-out payments, when certain target of the provision is to cover possible costs arising if products
are realised. The liability for earn out payments has been
and services supplied do not meet the agreed quality require-
determined on the basis of expected fair value of the future
ments under normal conditions of use. The provision is based
cash outflows. The liability is for a total amount of € 2.7
on estimates made on the basis of historic guarantee data
million short term.
relating to comparable products and services. In general the
accrued liabilities are expected to arise in the next one to two
years.
89
Put options of minority shareholders
TKH has option rights on several minority shares held by local
obligation based on the expected discounted value of the
management of subsidiaries of TKH. Besides, TKH has a
future cash outflows. It concerns the following option rights
liability to buy these shares when local management decides
and liabilities:
to offer these shares. A provision has been recognised for this
Name of subsidiary
Percentage Exercisable as from
Schneider Intercom GmbH
10% 1 July 2009
Transmea B.V.
10% 1 January 2010
SecurityWorks B.V.
20% 1 January 2011
Pantaflex B.V.
8% 1 January 2013
USE System Engineering B.V.
25% 1 January 2014
Keyprocessor B.V.
10% 1 April 2010
Bekker & Business Hodling B.V.
20% 1 January 2011
AVO Techniek B.V. 15% 1 January 2011
Ithaca
49% 24.5% per 1 November 2011 and 24.5% per 1 November 2016
The expected maturity of the above mentioned liabilities
is equally to the period as from 31 December 2009 till the
first possibility to exercise.
Employee liabilities
Restructuring liability
The provision for employee liabilities in relation to defined
The restructuring provision relates to the lay-off of employees.
jubilee and reward arrangements is long-term.
The liability will be settled within 1 year.
Onerous contracts
Other provisions
This relate to a commodity purchasing contract, a lease
The other provisions relate to claims, matters of dispute,
contract with a lower sublet price and a license for intellec-
guarantees which are expected to be claimed and other
tual property. The provision has a maturity of 1 to 3 years.
contractual obligations. These liabilities consist of amounts at
which a conviction by an independent party will probably
lead to compensation. The recognised provisions have been
based on the best estimate, made on the basis of present
available information and will mainly have a term no longer
than 1 year.
90
16 Deferred tax
The deferred tax assets and liabilities relate to the following items.
The movements are also presented:
Invento- Difference Revaluation Intangible ries and
fiscal-
of noncurrent work in commercial property
assets progress impairment
-4,537
-3,887
2,506
246
-493
(Charge) / credit to equity
100
2,716
2,816
(Charge) / credit to profit or loss
96
1,571
199
-1,345
-266
351
-403
203
Acquisitions
-2,163
-8,142 -13,136
-4,338
-5,232
2,240
597
2,223
-8,338 -12,544
Jubilee
and
Unused Financiële
pension
tax
instruprovision
losses
ments
Other
Total
264 -26,783
-2,163 -139 -25,927
(Charge) / credit to equity
1
111
112
(Charge) / credit to profit or loss
-116
2,565
-523
585
379
547
178
3,615
Acquisitions
-474
564
90
-8,257 -11,045
-4,861
-4,647
2,619
1,708
2,334
2009
7,858
39 -22,110
Certain deferred tax assets and liabilities have been offset in accordance
with the applicable principle in the IFRS. The deferred tax assets and
liabilities are recognised in the balance sheet as follows:
Deferred tax assets stated under non-current assets
Deferred tax liabilities stated under provisions
15
-29,968
2008
5,868
-31,795
-22,110 -25,927
tax legislation, these tax losses have the following terms:
2,728
2,830
TKH has unused tax losses abroad, which have not been
recognised as realisation is uncertain. These unused tax losses
can be compensated with future profits. Based on current
Term infinite
Term long than 10 years
Term between the 5 and 10 years
522
700
1,979
1,955
Term shorter than 5 years
1,109
836
6,338
6,321
91
17 Pensions
Defined contribution plan
In the Netherlands the majority of the employees are covered
In the fourth quarter report from Metalektro and Metaal &
by the industry pension scheme of Metalektro and Pensioen-
Techniek is stated that the coverage ratio at the end of 2009
fonds Metaal & Techniek. These schemes qualify as a defined
are respectively 100% and 101%, on the basis of their benefit plan. However, the industry pension funds were
accounting principles. These industry pension funds have
unable to supply the necessary information. Among the
announced that pensions will not be raised on 1 January
reasons they mentioned the fact that there is no reliable and
2010. consistent basis for allocating the liabilities, the fund’s
investments and the costs to the member companies and that
The employees in the foreign subsidiaries are members of
the actuarial risks are limited. Consequently, TKH does not
industry or state-managed pension plans. The group compa-
know what its share is in the surplus or deficit of the industry
nies are only required to pay a certain percentage of the
pension fund. For these reasons the schemes are treated as a
salary costs to the state managed pension plans. defined contribution plan.
2009
2008
For defined contribution plans a charge is included of:
Defined benefit plan
6,125
4,892
2009
2008
The group has defined benefit and top-up pension plans for
primarily Dutch employees. The plans differ from one company
to another and relate mainly to average salary schemes. The pension
schemes are managed by a pension insurance company.
The actuarial calculations are made by actuaries of Watson
Wyatt Brans & Co.
The following principles are adopted in the actuarial calculations:
Discount rate
5.2%
5.6%
Expected return on plan assets 4.8%
4.5%
Expected rate of salary increases
3.5%
3.5%
Expected rate of increase in social insurance contributions
2.0%
2.0%
Future pension increases 2.0%
2.0%
respect to the defined benefit pension plans:
Present value of the defined benefit obligations
51,561
Fair value of the plan assets
-43,698
-38,811
7,863
Net actuarial gains not recognised in the balance sheet
4,750
6,994
12,613
13,643
The following amounts are recognised in the balance sheet with
Net pension obligations included under provisions
45,460
6,649
92
2009
2008
with respect to the defined benefit plans:
The following amounts are recognised in the profit and loss account
Pension costs allocated to the year of service
1,213
1,435
Interest costs
2,499
2,464
Expected return on plan assets
-1,716
-2,007
-221
-87
Actuarial gains
Past service costs
17
84
1,792
1,889
The change in the present value of the defined benefit obligations
is as follows:
45,460
46,793
Pension costs allocated to the year of service
1,213
1,435
Interest costs
2,499
2,464
Contributions by participants
606
549
Actuarial gains
3,154
-4,572
Benefits paid
-1,371
-1,239
New schemes
30
51,561
45,460
The change in the fair value of the plan assets is as follows:
38,811
37,306
Expected return on plan assets
1,716
2,007
Actuarial gains (losses)
1,115
-1,235
Contributions by employer
2,671
1,201
Contributions by participants
Entitlements paid
New schemes
606
549
-1,221
-1,050
33
43,698
38,811
The amounts in the financial year and previous year are as follows:
2007
2006
51,561 45,460 46,793
2009
2008
47,972
Present value of the defined benefit obligation
Fair value of the plan assets
-43,698 -38,811 -37,306 -37,228
Net obligation
Effect of experience adjustments on the defined benefit obligation -3,176
4,564
4,155
8,197
Effect of experience adjustments on the plan assets
1,198
-2,001
-2,281
-1,232
7,863
6,649
9,487
10,744
93
2009
2008
Equities
20%
20%
Bonds
80%
80%
Other investments
0%
0%
Cash and short-term deposits
0%
0%
100%
100%
The plan assets are managed by a pension insurance company.
The fair value of the plan assets can be specified as follows:
The expected return is calculated on the basis of the weighted
average of the expected returns of the individual categories of
the plan assets, taking into account their shares in the investment
portfolio. The actual return on the plan assets was € 2.8 million
(2008: € 0.8 million). TKH expects to pay a contribution of
€ 2.0 million (including employee contributions) to the defined
benefit plans in 2010.
18 Non-current liabilities
2009
2008
72,000
125,000
19
Debts to credit institutions
Development credits
689
72,000 125,689
The development credits have been received of the Ministry of
Economic Affairs and bear an average interest of 6%. The debt is
repaid pro rata of the sales of the developed products for which
credits have been received.
19 D
ebts to credit institutions
Terms
Interest
Development credits Amount
2009
2008 6,00%
689
Credit facility
0.6 years Euribor+margin
25,000
Credit facility
2.6 years Euribor+margin
72,000
100,000
Liabilities reported under
non-current liabilities
72,000 125,689
Debts to credit institutions reported
under current liabilities Cash- and cash equivalents
< 1 year Euribor+margin
40,944
70,623
-43,554
Net interest bearing liabilities
No special security was provided for the financing. -9,519
69,390 186,793
94
20 T
rade and other payables
2009
2008
in
thousands of euros
Trade creditors
10
Amounts due to construction contracts
Deferred income
Other taxes and social insurance contributions
21
Derivative financial instruments
Other payables and accruals
95,160
89,453
25,237
21,398
167
4,577
12,220
8,134
9,230
8,538
33,442
39,034
179,866 166,724
21 Financial instruments
General
Capital- and liquidity risk
The main financial risks faced by TKH relate to the interest
TKH uses for solvency (group equity/total assets) a target of at
risks, currency risks and price risks. TKH’s financial policy is
least 35%. In 2009 this target is more than met.
aimed at minimizing the effects of fluctuations in currency-
TKH has committed credit facilities of € 125.0 million and
exchange and interest rates on its results in the short term
uncommitted credit facilities of € 165.8. At 31 December 2009
and following market rates in the long term. TKH uses
TKH has unused credit facilities in total of € 196.2 million
financial derivates to manage the financial risks relating to
(2008: € 173.6 million). Herewith is taken into account the
the business operations. The company does not undertake
provided bank guarantees. The maximum credit facility per
speculative positions.
subsidiary is determined centrally.
For financial risks and the control of these risks is referred to
In the credit agreements the following financial convenants the report of the Executive Board on page 39.
per 31 December 2009 have been agreed:
Net debt / EBITDA < 3.25 - 3.5
Interest coverage ratio
> 4.0
TKH operates within these ratios.
The following table provides an overview of the liquidity
risk in the financial obligations of TKH.
Average
Book-
interest
value
Contrac-
tual Cash < 3
flows
months
Long-term liabilities
1.0% 72,000 -75,720
Current borrowings
1.5% 40,944 -41,367 -16,367 -25,000
Trade creditors
33,443 -33,443 -33,443
Other payables exclusive derivate financial instruments
Interest rate swaps (derivates)
Foreign currency forward contracts (derivates)
4.3%
-360
> 3
months
1-5
< 1 year
years
> 5 years
-1,080 -74,640
95,160 -95,160 -95,160
9,230 -14,476
-78
-1,123
-3,370
-9,982
-78
250,699 -260,244 -146,454 -29,450 -84,622
The cash flows in this statement are not discounted.
The cash flows are based on the interest rates and the
exchange rates at the end of the year.
Interest risk
The interest risk policy aims at minimizing the interest-rate
eventually be fixed by means of interest rate swaps.
risks associated with the financing of the company and thus
The following table provides an overview of the for hedging
at the same time optimizing the net interest costs. Long term
purposes agreed interest rate swaps.
financing has been obtained with a floating-rate and will
0
95
in
thousands of euros
Average interest rate
Nominal Amount
Fair value
2009
2008
2009
2008
2009
25,000
-438
4.50% 125,000 100,000
-9,230
-6,672
Maturity < 1 year
Maturity between 1 and 2 years
4.13%
Maturity between 2 and 5 years
4.30%
Maturity > 5 years
125,000 125,000
-9,230
2008 -7,110
Cash flow hedge accounting has been applied to these interest
Currency risk
rate swap. There was no material ineffectiveness in relation to
It is TKH policy to hedge currency risks on purchases if these
these hedges.
risks cannot be charged to the market. The currency risk
The following sensitivity analysis of borrowings and related
resulting from the conversion of TKH’s net investment in
interest rate swaps to interest-rate movements assumes an
entities in currencies other than Euro, will be covered by
immediate 1% change in interest rates for all currencies and
investment in local currency financing, if possible. The
maturities from their level on 31 December 2009, with all
remaining risk is not hedged. Sales transactions in foreign
other variables held constant. A raise of the interest rates
currencies are fully hedged in case of material transactions.
with 1% would result in:
The main currency that causes this exposure is the USD.
•A
n additional interest income of about € 0.2 million as a
Foreign currency forward contracts are applied to restrict the
exposure of changes in the currency rates. These contracts
result of financing with a floating interest rate.
• An increase of the fair value of the financial instruments
have a term to maturity of less than one year.
with € 2.0 million as a result of the contracted interest rate
swap. This raise would be recognised in the hedging
The carrying amounts of monetary assets and liabilities
reserves of the equity.
specified to currencies, are as follows:
Euro
USD
2009
Total
Other currencies
2008
2009
2008
2009
2008
2009
2008 Receivables
123,916 189,554
4,369
13,676
3,196
1,075
1,162
6,418
-72,000 -125,689
-72,000 -125,689
Current borrowings
-28,226 -43,325
-7,666 -21,482
-5,052
-5,816 -40,944 -70,623
Trade and other payables
-156,174 -137,652
-3,653
-96,423 -113,916
-5,875 -12,238
36,061
17,978 22,025 146,263 225,255
5,161 43,554
9,519
-5,594 -20,039 -23,478 -179,866 -166,724
-695
-2,108 -102,993 -128,262
On balance sheet date TKH has entered into
contracts for foreign currency forward contracts:
Fair value hedges
Nominal amount (x 1,000)
Average interest rate
2008
2009
2008
2009
2008 1.38
802
16
-3
0
165.90 155,550 106,700
40
190
39
-1,508
Buy USD with settlement within 3 months
1.44
Sell JPY with settlement within 3 months 137.50
Buy USD with settlement within 3 months and 1 year
1.42
1.51
Buy USD with settlement within 1 – 2 years
1.43
Cash flow hedges
Fair value
2009
10,207 23,470
4,305
2
78
-1,318
96
Time differences between the settlement of the forward Credit risk
contracts and the sale- and purchase contracts are anticipated
The financial assets of the group mainly consist of cash, trade
by the use of foreign currency bank accounts or the roll over
receivables and other receivables. The credit risk for cash and
of forward contracts. The translation risk on financial cash equivalents is small, because there is a net debt position
instruments, when the currency rate of the USD compared to
for most important credit institutions. The credit risks
the Euro will decrease with 10% per 31 December 2009, with
mainly relate to trade receivables. It concerns however a risk
all other variables held constant, would expected to have no
that is spread over a large number of customers, who operate
material influence on the result and equity. In this calcula-
in several countries and different industries. At balance sheet
tion is taken into account the foreign currency forward con-
date there was no concentration of credit risk for material
tracts.
Price risk
amounts. A part of the risk is insured at credit insurance companies. This are mainly receivables on customers in the
subsegement manufacturing systems, customers from France
An important raw material for TKH is copper. The price risk of
and Germany. In addition, for large projects to foreign cus-
copper is limited by a continuously monitoring of sales prices
tomers bank guarantees, advanced payments (towards a bank
against the development of the purchase price where price
guarantee) or confirmed irrevocable “Letter of Credits” are
changes are passed on to customers. Important raw materials
used. The maximum exposure to credit risk is represented by
such as copper, steel, aluminium and PVC are purchased with
the carrying amounts of financial assets that are recognized
forward delivery contracts, to reduce the price risk on the sale
in the balance sheet, including derivate financial instruments
of finished products, provided that:
with a positive market value.
• A sales contract with a fixed price has been entered into,
• delivery will not take place within one month, and
There are no significant overdue debtor payment terms, for
• an important quantity is required for production.
TKH does not use financial derivates to hedge price risks. which no provision has been recognised.
2009
2008
Movement of the cash flow hedge reserve
-6,180
Losses on cash flow hedges
-2,118
Transfer to Profit and Loss account
1,472
1,240
-6,826
-6,180
Fair value of derivate financial instruments
1,368
-8,788
Cash flow hedge accounting has been applied for the derivate
financial instruments. There was no material ineffectiveness
in relation to these hedges. At the balance sheet date the fair
value of the derivate financial instrument is as follows:
Liabilities
Receivables
2009
2008
2009
2008 Interest rate swaps
9,230
7,111
Foreign currency forward contracts
78
109
1,427
78
109
9,230
8,538 97
Fair value of financial instruments
The carrying amount of trade receivables and other receiva-
swap is recognised at fair value. The fair value and the book
bles approaches the fair value, as a possible uncollectible
value of derivate financial instruments is based on calcula-
amount is accounted for by a fair value adjustment. The
tions, quoted market prices or price quotations of financial
carrying amount of cash and cash equivalents, trade creditors
institutions. Active markets are available for the derivates
and other payables approaches the fair value. The fair value of
used. The foreign currency forward contracts qualify as level interest bearing long-term debts approaches the amortised
1 instruments. The interest rate swaps are level 2 instruments.
cost, because it bears a floating interest and the interest rate
22 C
ontingent liabilities
2009
2008
Frame work agreements have been concluded with respect
to the availability of some important raw materials.
There are no long-term purchase obligations.
Bank guarantees provided to third parties
20,616
23,406
250
192
Purchase obligations arising from orders for tangible
non-current assets
Operating lease and rent obligations
TKH has liabilities for the operational lease of cars and
the rent of premises. Minimum operating lease and rent payments recognised
as an expense during the year
11,908
12,325
At balance sheet date TKH has the following outstanding
operating lease and rent obligations:
Expiry date within 1 year
Between 2 and 5 years
Expiry date after 5 years
5,967
4,983
12,790
12,232
1,753
1,062
20,510
18,277
Claims
TKH and its consolidated subsidiaries are involved in a
any adverse effects from the outcome of these legal number of legal proceedings. According to the information
proceedings to be adequately covered by other provisions or
currently available and legal advice received, TKH expects
insurance.
23 Turnover
2009
2008
Sales of goods and products
590,415
797,051
Turnover from construction contracts for third parties and services
133,846
198,127
Other operating income
2,175
1,858
Total turnover 726,436 997,036
98
24 Information by segment
TKH Group is organised in three operational segments:
solutions the different subsidiaries operate in. In the annual
Telecom, Building and Industrial Solutions. The Solutions
report on page 26 and 27 is a detailed overview of the are based on the product/market combinations the TKH
activities by business segment. TKH reports its primary companies operate in. On page 122 and 123 is shown in which
business segment information on the basis of these solutions.
Telecom Solutions
2009
2009
2008
149,228 180,571 283,137 335,312 294,071 481,153
Segment operating result
2009
2008
726,436 997,036
16,282 22,986
19,771
27,147
12,159 34,583
48,212
84,716
-1,709
-3,744
-6,763
-12,216
4,015
-1,413
-2,329
-537
-3,742
3,478
-819
-630
-4,600
-3,322
-3,596
-2,529
-8
-9,015
-6,489
31,517
81,705
Impairment
Amortisation
Total
2008
149,228 180,571 283,137 335,312 294,071 481,153 726,436 997,036
Result
Exceptional items
2009
Segment recurring EBITA Elimination
2008
Inter-segment turnover
Total turnover
2009
Primary business segments
Turnover
External turnover
Building Solutions
2008
0
13,754
26,371
10,014
23,825
-529
-8
23,239
Unallocated income and expenses
-7,496
-8,533
Operating result
15,743
73,172
Financial income and expenses
-9,385
-7,826
Share of result of associates
-1,322
-54
Tax on profit
-1,986 -14,976
Net result Telecom Solutions
Building Solutions
Elimination
3,050
Total
2009
2008
2009
2008
2009
2008
2009
2008
2009
Other information
6,475 28,046
50,316
2008
Purchases 1
2,644
4,751
13,489 30,339
166 22,608 63,302
Depreciation and amortisation 1
4,076
3,096
10,431
10,117
10,584
9,953
173
129 25,264 23,295
-4,015
1,413
2,329
537
3,742
-3,478
649
681
1,356
1,297
1,540
1,886
19
18
3,564
3,882
113,244 130,285 234,785 255,693 251,641 323,382
31,498
(Reversal of) impairment losses
recognised in the profit and
loss account
Employees
Balance sheet
Assets
Assets held for sale Other associates
Consolidated total assets
Liabilities of the segment
542
168
1,392
2,964
178
285
38,101
1. In intangible and tangible non-current assets
38,107 69,857
8,850
5,521 631,168 714,881
3,261
8,850
3,261
2,112
3,417
642,130 721,559
57,787 107,015 142,695 145,297 189,477 360,270 428,066
99
in
thousands of euros
Non-current assets2
2009
2008
Turnover
2009
2008 Geographic segments
Netherlands
131,424 138,125 238,006 289,301
Europe (other)
156,258 163,980 357,624 528,702
Asia
30,621 33,206 78,386
USA
409
Other regions and eliminations
1,936
97,287
452 26,053 58,229
1,489 26,367
23,517
320,648 337,252 726,436 997,036
2. Non-current assets excluding deferred tax asset
25 Personnel expenses
2009
2008
Wages and salaries
135,384
150,045
Social insurance contributions
27,186
28,564
17
7,917
7,414
Pension costs 170,487 186,023
26 Share-based payments
For a disclosure of the share-based payments is referred to
the company’s financial statements.
27 D
epreciation
2009
2008
Depreciation of tangible non-current assets
16,515
16,953
Result on disposal of tangible non-current assets
-251
-153
Changes in fair value of investment property
-15
6
16,249
16,806
28 A
mortisation
2009
Amortisation of intangible non-current assets
2008
3,471
1,650
5,544
Amortisation of intangible non-current assets from
acquisitions as a result of “Purchase Price Allocations” 4,839
9,015
6,489
2009
2008
29 Impairment
Impairment of intangible non-current assets
Reversal of impairment of tangible non-current assets
Impairment of assets held for sale
Onerous contracts
2,722
537
-4,015
396
3,742
-3,478
624
100
30 Other operating expenses
2009
2008
Other operating expenses include overhead, selling,
accommodation and manufacturing expenses. The total operating
expenses over the financial year include the following items:
• Research and development costs, excluding those cost paid by customers
• Government subsidies for training costs
9,018
-1,159
8,810
-595
31 Financial income and expenses
2009
2008
Exchange and translation differences, inclusive the effect
of realized cash flow hedges
-372
1,595
Interest income
139
2,717
Interest charges
-9,152
-12,138
-9,385
-7,826
32 Tax
2009
2008
Current tax
5,601
15,179
Deferred tax
-3,615
-203
Total tax on profit 1,986
14,976
The tax burden is calculated at the prevailing tax rates in
each country. The tax burden over the year can be reconciled
with the profit before tax as follows:
Profit before tax
2009
%
5,036
65,292
Tax calculated at the Dutch tax rate 25.5%
Fiscal participation exemption
337
16,649
25.5%
6.7%
-727
-1.1%
0.5%
Non deductible expenses
339
6.7%
297
Advantages from tax facilities
-376
-7.5%
Losses on which no deferred tax asset is recognised
237
4.7%
713
1.1%
from the past or profits set off against tax losses in the past -284
-5.6%
-30
0.0%
Settlement of the returns for corporation tax for previous years
-293
-5.8%
-2,532
-3.9%
742
14.6%
606
0.8%
1,986
39.3%
14,976
22.9%
Recognition of deferred tax asset for unused tax losses
Differences in tax rates for foreign subsidiaries Effective tax burden
1,284
Correction due to tax effect for:
2008
%
101
33 Earnings per share
2009
2008
Weighted average number of (depositary receipts of) shares (x 1,000)
35,894
35,027
Effect of share options (x 1,000)
127
36,086
35,154
192
Weighted average number (depositary receipts of) shares
diluted (x 1,000) Net profit attributable to the shareholders of the company
2,652
Amortisation of intangible non-current assets from acquisitions 5,544
4,839
Taxes due to amortisation
-1,716
-1,537
6,480
53,236
Net profit before amortisation
49,934
Ordinary earnings per share before amortisation (in €)
0.18
1.52
Ordinary earnings per share (in €)
0.07
1.43
0.07
1.42
Diluted earnings per share (in €)
34 Related parties
Trade transactions
During the year no important trade transactions with non-
For product and concept development outside TKH, which can
consolidated related parties have taken place. As far as these
have a strategic importance, subordinated loans have in some
transactions have occurred, the transactions were concluded
cases been provided in exchange of exclusivity. The fair value
at market prices, taking into account discounts for volumes
of these loans is at the end of 2009 € 0 (2008: € 2.2 million).
and the existing relationship between the parties.
TRI
Bonus (STI)
Sharescheme (LTI)3
Pension
Total
2009
2008
2009
2008
2009
2008
2009
2008
2009
Remuneration of
Executive Board Directors:
371
361
111
144
493
802
137
81
1,112
J.M.A. van der Lof MBA
J.E. Vaandrager 1
2008
1,388
153
61
682
78
0
974
E.D.H. de Lange MBA 2
278
176
83
70
217
72
40
650
286
Total remuneration
649
690
194
275
710
1,484
209
199
1,762
2,648
1. Till 30 June 2008
2. Since 7 May 2008
3. See notes to the share scheme. The LTI recorded in the financial year relate to the realisation of the targets in the previous year.
102
Remuneration report
This report issued by the Remuneration Committee details
bonus is determined by the realisation of personal targets and
the remuneration policy and the remuneration received by
criteria. Realisation of the targets results in a bonus of 35% of
the members of the Executive Board. The remuneration policy
basic salary (TRI). The Supervisory Board has the discretionary
is formulated by the Remuneration Committee and approved
power to depart from the set targets where exceptional by the Supervisory Board. The remuneration policy was circumstances arise. The realisation of the targets and criteria
adopted by the General Meeting held on 28 April 2005. Any
for 2009 resulted in 20% of the maximum performance bonus
future significant policy changes will be submitted to the
for the Executive Board, equal to 10% of basic salary (TRI). In
General Meeting. The Remuneration Committee has drawn addition the Supervisory Board used its discretionary power
up and acts in accordance with regulations governing matters
based on the exceptional external circumstances and achieved
such as compliance with the provisions of the Dutch performance on restoring profitability in the 2nd half year
Corporate Governance code.
and the special way in which debts are reduced. The discre-
tion has led to an additional reward of a performance bonus
Remuneration policy
of 20% of the TRI, bringing the total performance bonus to
The policy aims at providing a competitive compensation
30% of TRI.
package to attract, motivate and retain qualified managers for
a publicly listed company, while considering TKH’s size and
There is no “change of control” paragraph in the employment
unique characteristics. The compensation package is meas-
contract of the members of the Executive Board.
ured periodically against market trends using information
provided by external experts. The compensation package is
Share scheme (Long Term Incentive: LTI)
structured so that both short- and long-term goals are main-
A share scheme which provides for a long-term bonus scheme
tained. The Remuneration Committee prepares as of 2010 has been launched in connection with long-term targets. The
according to the determined targets, scenario analysis in scheme enables members of the Executive Board to acquire
relation to the STI and LTI that should be achieved.
shares free of charge on the basis of predetermined long-term
targets, in return for which the members of the Executive
Remuneration
Board are required to purchase for own account the same
The remuneration payable to the members of the Executive
number of shares for the price quoted on the stock exchange
Board comprises a basic salary (Total Regular Income = TRI),
at that moment. The scheme lays down that both ROCE and
pension, a variable element comprising an annual
ROS increases and corporate growth attained in terms of turn-
performance bonus (STI), and a long-term bonus (LTI) scheme
over and result, in compliance with the long-term target set
entailing a share scheme.
and the interim milestones specified, can result in share allotment. The share allotment also depends on the performance
Basic salary (Total Regular Income = TRI)
of the TKH share price in comparison to the ASc index. The
The remuneration payable to members of the Executive Board
long-term targets for the Executive Board relate to the TKH-
was subject to an external measurement against market
objectives set in this annual report (page 9).
trends in 2006 and adjusted accordingly. The basic salary (TRI)
The scheme sets a maximum allotment of 32,000 (depositary
2009 has been increased with 3%.
receipts of) shares per Executive Board member per annum.
The shares in question are to be held as a long-term invest-
Performance bonus (Short Term Incentive: STI)
ment and may not be sold for a period of three years. The
Variable remuneration represents a major component of the
shares are allotted within one month after publication of the
remuneration package for the Executive Board. The perform-
annual figures. As from 2004 options are no longer allocated
ance bonus is related to targets and criteria. Yearly, the targets
to Executive Board members and the option scheme was
and criteria, on which the performance bonus is based, are
replaced with the above-mentioned share scheme. Based on
set. The amount of the performance bonus is determined by
the realised targets for 2008 Mr J.M.A. van der Lof has been
the extent to which targets and criteria are met. The maxi-
allotted 32.000 (depositary receipts of) shares and Mr mum performance bonus has been set at 50% of basic salary
E.D.H. de Lange 18.670 shares in March 2009. At the same
(TRI). The Remuneration Committee sets the performance
time the Executive Board has purchased the same number of
bonus amount on the basis of the targets and criteria that
shares for the price quoted on the stock exchange at that
have been met. The realisation of 50% of the maximum bonus
moment (page 112). The allotment to Mr E.D.H. de Lange has
is based on EBITA-targets and 30% is based on autonomous
been made proportionally as from his joining to the Executive
revenue growth targets. The other 20% of the maximum
Board from May 2008. For the period till May 2008 options
103
have been granted based on performance criteria. In the over-
Pension
view on page 101, the allotted shares have been converted to
The aim of the Remuneration Committee is to bring and
the value on the basis of share price at the moment of allot-
retain Executive Board members’ pension in line with ment and grossed up for the payroll tax liability.
generally accepted standards and to ensure that it is compatible with the pension schemes available for similar
Peer Group
posts. In addition the pension arrangements include the
The Remuneration Committee consults independent right to benefit in the case of poor health or invalidity and
remuneration advisors to match remuneration data from a widow’s and orphan’s pension in the event of death subject
companies from the peer group with remuneration data of
to conditions similar to those applicable to participants in
TKH. The labour market peer group consists of the following
the collective pension fund.
companies: Aalberts, Accel, Draka, Eriks, Group Schneider
(France), Imtech, Leoni (Germany), Stork, Ten Cate and Wavin.
Personal loans
The company grants no personal loans or guarantees to Executive Board members.
Fixed fee
Committee
Membership
Total
in
euros
2009
2008
Remuneration of Supervisory Board
Members of the Supervisory Board :
H.J. Hazewinkel
35,000
A. van der Velden
25,000
7,000 32,000 32,000
P. Morley M.Sc.
25,000
18,750
5,000 30,000 30,000
18,750
0
25,000
10,250 35,250 30,000
P.P.F.C. Houben 1
M.E. van Lier Lels
A.J. Driessen 2
Total remuneration
5,000 40,000 40,000
12,500
141,250
3,500
16,000 32,000
30,750 172,000 164,000
1. Since 28 April 2009
2. Till 28 April 2009
Remuneration policy
The General Meeting adopted the remuneration of the Shareholdings of members of the Executive Board and
the Supervisory Board
members of the Supervisory Board in 2008. The remuneration
Among the members of the Executive Board, of a member of the Supervisory Board does not depend on the
Mr J.M.A. van der Lof owned 189,028 (depositary receipts of)
company’s results. The remuneration of the chairman of the
shares and Mr E.D.H. de Lange owned 37,340 (depositary
Supervisory Board was € 35,000 and of the members of the
receipts of) shares at the end of 2009. During the financial
Supervisory Board € 25,000. The annual remuneration for
year Mr J.M.A. van der Lof sold 64,000 (depositary receipts of)
every participation in a Committee of the Supervisory Board
shares at a stock price of € 7.40, in accordance with the rules.
is € 7,000 for the chairman and € 5,000 for other members. In addition Mr J.M.A. van der Lof and Mr E.D.H. de Lange
No options are granted to the members of the Supervisory
purchased under the share scheme respectively 32,000 and
Board.
18,670 (depositary receipts of) shares at a stock price of
€ 7.40. No member of the Supervisory Board owned depositary
receipts of shares at the end of 2009.
104
Appointment and termination of the Executive Board
and the Supervisory Board
The Supervisory Board appoints the Executive Board, taking
Supervisory Board based on a recommendation of the Central
into account article 162 of Book 2 of the Dutch Civil Code,
Works Council, unless the Supervisory Board has an objection
which is applicable to the company. The Supervisory Board
against the recommendation on grounds of the expectation
acknowledges the General Meeting of an intended appointment of a member of the Executive Board. A member of the
that the candidate is incompetent for the fulfilment of the
tasks or that the Supervisor Board will not have an appropriate
Executive Board is only dismissed after a hearing with the
composition. The Supervisory Board has drawn up a retirement
General Meeting about the intended dismissal.
schedule to stimulate an equal appointment process. The General Meeting appoints candidates for the Supervisory
Supervisory Board is made. Members can serve maximum for
Board after nomination by the Supervisory Board. One third
three terms of four years in the Supervisory Board.
At reappointment a comparison with the profile of the
of the members of the Supervisory Board is nominated by the
35 A
cquisitions
During 2009 TKH acquired the following subsidiaries:
Name subsidiary
Country
Legal ownership and control Consolidation as from
Activity
Capassy B.V.
Netherlands
100%
1 January 2009
Connectivity systems (Industrial)
Observision B.V.
Netherlands
100%
1 July 2009
Security Systems (Building)
Transactions in which a majority share has been acquired are
accounting”. The combined net assets acquired is comprised as
accounted for according to the “purchase method of
follows:
Bookvalue
Adjust-
ments
Fair
Value
3,194
1,336
1,858
104
104
Inventories
454
454
Receivables
384
384
Borrowings
-549
-549
-3,586
-3,586
Other provisions
-206
-206
Deferred tax liabilities
564
-474
90
-770
Current liabilities
-770
-2,269
1,384
-885
Goodwill paid
2,510
Cost of acquisition
1,625
Cash and cash equivalents acquired
549
Net cash outflow
2,174
Less: Provision for earn out recognised, but not yet paid out
-372
Less: Already in possession minority interest
-1,000
Payment in cash
802
Acquired net asset
105
The mentioned figures are shown combined, because of the
been effected at 1 January, the revenue would be € 727.3
limited size of the acquired companies compared to TKH.
million and net profit € 2.2 million. In the mentioned net
In the net profit for the period € 0.2 million net loss is
profit figures is taken into account the amortisation of the
attributable to the acquisitions. When these acquisitions had
acquisition-related intangible non-current assets.
36 N
on-cash transactions
There were no material non-cash transactions.
37 E
vents after balance sheet date
No events of fundamental significance for insight into the
financial statements and the preceding period occurred after
balance sheet date.
38 S
ervice fees paid to external auditors
The service fees paid to the external auditor, Deloitte, recognised
as other operating expenses, can be specified as follows:
Deloitte
Other parts of
Deloitte Total
2009
2008
2009
2008
2009
2008
Audit of the financial statements
297
317
173
173
470
490
Other audit services
Tax consultancy
Other non audit services 10
307
3
320
173
173
10
3
480
493
106
Company balance sheet
At 31 December before profit appropriation
2009
2
34,822
34,524
2008
Assets
Non-current assets
3
526
565
4
312,931
325,561
Total non-current assets 348,279 360,650
Current assets 130,765
Receivables from group companies
57,887
Other receivables
3,224
4,172
Cash and cash equivalent
5,664
Total current assets
61,111 140,601
Total assets 409,390 501,251
Equity and liabilities
Equity
Issued capital
9,256
9,017
Share premium reserve
12,444
12,683
Legal reserve
13,668
9,728
Revaluation reserve
23,770
23,452
Translation reserve
-5,262
4,045
Cash-flow hedge reserve
-6,826
-6,180
Other reserves
230,834
189,725
2,652
49,934
Undistributed profit
Total equity
5 280,536 292,404
Provisions
72,000
125,000
11,790
18,840
Total non-current liabilities
Current liabilities
Borrowings
Current liabilities
Provisions
83,790 143,840
29,456
53,593
8
11,460
11,414
4,148
Total current liabilities
45,064
65,007
Total equity and liabilities 409,390 501,251
107
Company profit and loss account
2009
2008
Company result
-4,778 1,427
Result of subsidiaries and associates
7,430 48,507
2,652 49,934
Net result 108
Notes to the company financial
statements
1 Accounting principles
For setting the principles for the recognition and measure-
In this context, investments in companies in which significant
ment of assets and liabilities and determination of the result
control is exercised are measured according to the net asset
for its separate financial statements, TKH makes use of the
value method. For a description of these accounting princi-
option provided in Article 2:362 sub 8 of the Netherlands
ples, reference is made to the accounting principles with the
Civil Code. This means that the principles for the recognition
consolidated financial statements.
and measurement of assets and liabilities and determination
The share in the result of enterprises in which the company
of the result for the separate financial statements of TKH are
has holdings comprises the share in the result of these the same as those for the consolidated financial statements. participating interests. 2 Intangible non-current assets
Goodwill
Brandnames, customer relations and
intellectual property Total
2009
2008
2009
2008
2009
2008
Balance at 1 January 22,527
13,421
11,997
5,422
34,524
18,843
Acquisitions
2,641
9,150
1,858
7,795
4,499
16,945
Amortisation
-1,848
-1,220
-1,848
-1,220
Impairment losses
-888
-888
0
Adjustment with regard to earn-out liability
399
-607
399
-607
Adjustment for put options of minority shareholders
-1,864
563
-1,864
22,815
11,997
34,822
22,527
12,007
563
34,524
Accumulated amortisation and impairment
888
3,068
1,220
3,956
1,220
Accumulated historical costs
23,703
22,527
15,075
13,217
38,778
35,744
The additions for brand names and trademarks is the fair
value that have been recognised to the intangible assets of
the acquired companies.
109
3 Tangible non-current assets
in
thousands of euros
Other equipment
2009
2008 565
470
Changes
Purchases
198
Disposals
-92
-9
-145
-159
-39
95
Depreciation
Total changes
263
Historical cost
1,710
1,604
Accumulated depreciation on historical cost
-1,184
-1,039
526
565
Actual book value
4 Financial non-current assets
Receivables
Other on group Deferred
Subsidiaries associates companies tax assets
168,077
Changes resulting from:
Acquisition or incorporation of new subsidiaries and associates
Result
1,814 102,028
Total
1,146 273,065
3,864
48,507
3,864
-419 48,088
Dividends received
-9,574
-9,574
Capital contribution 17,512 -17,000
512
Revaluations
-169
-169
Mutation in cash flow hedge reserve
-883
-883
3,722
3,722
Acquisitions
Loans granted less repayments
Other changes
Changes resulting from:
Acquisition or incorporation of new subsidiaries and associates
Result
Dividends received
Capital contribution
Revaluations
Mutation in cash flow hedge reserve
Acquisitions
Liquidation
Loans granted less repayments
Other changes
On page 122 and 123 an overview of directly and indirectly held
interests in subsidiaries is shown.
7,902
7,902
634
634
-1,600
-1,600
229,456
1,395
92,930
1,780 325,561
8,022
-592
-15,956
-15,956
7,430
3,288
75
75
932
932
-2,347
-498
-2,845
458
458
-6,478
-6,478
3,288
868
868
-401
-1
-402
223,527
304
86,452
2,648 312,931
110
5 Equity
For the movement schedule is referred to the consolidated
statement of changes in equity on page 73.
Authorised share capital 2009
x 1,000
2008 € ‘000
€ ‘000
139,984 34,996
34,996
The authorised capital consists of:
Ordinary shares 59,984
Cumulative preference financing shares
10,000
Convertible cumulative preference financing shares
10,000
Cumulative preference protective shares
Each nominal € 0.25
60,000
Priority shares, 4
each nominal € 1.00
4
4
4
35,000
35,000
Of which not issued 25,744
9,256
Issued capital 1
25,983
9,017
1. 4,000 priority and 37,008,201 (depositary receipts of) shares
In 2009 a stock dividend of 957,106 (depositary receipts of)
by the Executive Committee of the Administration Office in
shares was paid out of the share premium reserve. Issued various situations specified in the law. In that case the
capital increased with the same number.
Administration Office may (again) exercise the voting right
for all shares for which depositary receipts have been issued.
The ordinary shares, with the exception of the registered
The relationship between the Administration Office and the
shares in the company, have been transferred to the Founda-
holders of depositary receipts of shares is governed by the
tion Administration Office, which issues depositary receipts
administrative conditions. The protection afforded by the use
of shares to the ultimate capital providers. The Administra-
of depositary receipts is based on the 1% rule. The depositary
tion Office is the party entitled to the shares and also exercis-
receipts may be exchanged for ordinary shares but not for
es the voting right, unless it has granted power of attorney more than 1% of the total issued capital in the form of to the holders of the depositary receipts. The amendment of
ordinary shares. This total includes shares owned indirectly Book 2 of the Netherlands civil code (on 1 October 2004) as well as directly. However, this does not apply to the transfer
included a provision to the effect that holders of depositary
of ordinary shares to the company itself. Every transfer of
receipts are entitled to receive a power of attorney to cast a
preference financing shares, convertible preference financing
vote on the shares corresponding to the depositary receipts
shares and preference protective shares must be approved by
they own. The Administration Office remains entitled to vote
the Executive Board. The Executive Board may only grant its
for the shares for which the holders of depositary receipts are
approval with the approval of the Supervisory Board.
not present or represented at the meeting. The aforementioned power of attorney may be limited, excluded or revoked
No special rights are attached to the priority shares.
111
The company has granted the Stichting Continuïteit TKH an
the Executive Board of the company so decides and files a
option to take preference protective shares for up to a maximum
statement to that effect with the Trade Register.
of 50% of the sum of the other outstanding shares at the time
that the preference protective shares are issued or 100% of Share premium reserve
the sum of the other outstanding shares at the time that the
The share premium reserve is fully exempt from Dutch taxes
preference protective shares are issued if the restriction on
on distribution.
the cancellation option lapses, which will occur if and when
2009
2008
Legal reserve
The legal reserve relates to:
Capitalised development costs 11,990
8,776
Share in the equity of a subsidiary in which TKH has obtained the economic ownership, but the legal ownership not yet
1,678
952
13,668
9,728
The legal reserve is not available for distribution to the
company’s shareholders.
Revaluation reserve
Translation reserve
The revaluation reserve is not available for distribution to the
The translation reserve is a statutory reserve and not available
company’s shareholders.
for distribution to the company’s shareholders.
6 Dividend
At the General Meeting of shareholders the dividend for 2008
charged to the other reserves. For stock dividend an amount
was declared at € 0.66 per (depositary receipt of) ordinary
of € 239,276 was charged against the share premium reserve.
share. The dividend was proposed at the option of sharehold-
After 31 December 2009 the Executive Board has proposed ers in cash or as a stock dividend. The dividend on the priority
a dividend for which is referred to page 114. The dividend shares was declared at € 0.05 per share. The total amount in
proposal has not been recognised in the balance sheet and
dividends paid in 2009 was € 13,885,630 and this amount was
does not impact the tax on profit.
7 Share-based payments
Shares option scheme settled in equity instruments
Option rights to (depositary receipts of) ordinary shares of TKH
participation have been laid down in an internal regulation
are granted to the management of the company and its
and have been accepted in writing by the participants. At the
subsidiaries. The rights can never be exercised until after the
end of 2009 the company has 715,001 (depositary receipts of)
publication of the company’s annual results three calendar
shares to cover the option rights. These (depositary receipts of)
years following the year in which the rights were granted.
shares have been purchased against an average share price of Partly to avoid abuse of inside knowledge, the conditions for
€ 11.05. The total purchase amount is € 7,900,761.
112
Overview of the number of outstanding option rights (after split) of
members of the Executive Board and other persons holding option rights:
Year of Exercise
allocation
rate in €
Number
at
01.01.09
Granted
during
the year
Expired Withdrawn
during during the year
the year
Elapsed Exercised
during during
the year
the year Numbers
at
31.12.09 Exercise-period
E.D.H. de Lange MBA
2004
5.06
5,800
-5,800
0
2007-2009
2005
8.04
7,200
7,200
2008-2010
2006
11.63
8,800
8,800
2009-2011
2007
16.33
8,800
8,800
2010-2012
2008
15.21
4,500
4,500
2011-2013
2009
7.42
6,000
6,000
2012-2014
35,100
6,000
0
0
0
-5,800 35,300
5.06 19,700
-10,400
Other persons holding
2004
option rights
2005
8.04 94,700
2006
11.63 167,600
167,600
2009-2011
2007
16.33 193,540
-3,600
189,940
2010-2012
2008
15.21 102,143
-5,080
97,063
2011-2013
2009
134,961
-1,820
133,141
2012-2014
577,683 134,961
0
0 -30,100 -26,100 656,444
Total 612,783 140,961
0
0 -30,100 -31,900 691,744
7.42
-9,300
0
2007-2009
-9,200 -16,800 68,700
2008-2010
No option rights are granted to the members of the Executive
during the financial year was € 8.91. During the year, options
Board and Supervisory Board. The options granted to
were granted on 11 March 2009. The estimated fair value of the
Mr E.D.H. de Lange were granted for performance before he was
options granted in 2009 is € 289,000. The fair value was
appointed as member of the Executive Board. The average share
determined on the basis of a binomial valuation model and
price on the date at which the share options were exercised
the following principles:
Fair value at the date of allocation (in €)
2009
2008
2.05
3.55
Expected volatility
43.2%
32.1%
Expected dividend
3.5%
3.5%
Risk free rate
2.5%
3.5%
Expected period to expiry of the option (in years)
4.0
4.0 For the expected period to expiry of the options account was
Other share-based payments
taken of the current restrictions on their exercise, the chances
Based on the share scheme, (depositary receipts of) shares have
that employees will leave the company and possible personal
been allotted to members of the Executive Board free of charge.
considerations of option holders.
Mr J.M.A. van der Lof was allotted 32,000 (depositary receipts
of) shares and Mr E.D.H. de Lange 18,670 (depositary receipts of)
TKH has a reported total charge of € 372,000 (2008: € 400,000)
shares; the payroll tax owed on this amount was paid by the
for these share-based payments which have been settled in
company. At the same time, the Executive Board purchased the
equity instruments.
same number (depositary receipts) of shares at the actual share
price of € 7.40, all in accordance with the regulation. As a
result of the share scheme, TKH has a recognised a total charge
of € 710,000 (2008: € 1,484,000) in the profit and loss account.
113
8 Current liabilities
2009
2008
280
2,855
Other liabilities and accruals
11,180
8,559
11,460
11,414
Taxes and social security premiums
9 Contingent liabilities
On the grounds of Article 2:403, sub 1f of the Netherlands
The company is formally a guarantor for a total sum of Civil Code the company has assumed joint and several € 36.9 million (2008: € 37.8 million) for bank credit facilities
liability for debts arising from the legal actions for all Dutch provided to a number of foreign participating interests.
subsidiaries of which TKH owns directly or indirectly 100% of
This credit was called on for a sum of € 10.8 million (2008: the shares. The declarations to that effect have been deposited
€ 20.5 million) at the end of 2009.
for inspection at the office of the Trade Register in the place
where the legal entity for which the guarantee was given has
its registered office.
10 S
ignature of the annual financial statements
Executive Board Supervisory Board
J.M.A. van der Lof MBA, chairman
H.J. Hazewinkel, chairman
E.D.H. de Lange MBA
A. van der Velden, vice-chairman
P. Morley Msc.
P.P.F.C. Houben M.E. van Lier Lels
114
Other information
Regulation under the articles of association concerning
the appropriation of profit
Since no protection preference and financing preference
previous sentence from the reserves, with the exception of
shares were outstanding or issued, within the meaning of
the reserves which have been formed as share premium
Articles 33.1, 3, 4, 5, 6 paragraph b and c, 8 and 9 below, only
reserves on the issue of financing preference shares or
the articles governing the profit appropriation in relation to
convertible financing preference shares respectively. If the
the outstanding shares are included here.
provisions of this paragraph apply, the holders of the
series of financing preference shares and convertible
Article 33 of the articles of association reads as
follows:
2. The company can only make payments to shareholders and
financing preference shares shall be treated in the same
way.
10. The Executive Board shall reserve as much of the profit
other parties entitled to the profit that are eligible for
that remains as it feels is necessary, subject to approval by
payment if the group equity is greater than the amount of
the Supervisory Board. In as far as the profit is reserved
the paid and called-up part of the capital increased by the
without application of the previous sentence it is at the
reserves which must be kept according to law or the
disposal of the general meeting, either wholly or partly for
articles of association.
the reserves, or wholly or partly to be paid out to the
6 a. From the profit that remains after application of the
previous paragraphs, five percent (5%) of the nominal
amount shall, if possible, be paid out on the priority
holders of ordinary shares in proportion to their holding
of ordinary shares.
11. Without prejudice to the provisions of Article 7, paragraph
shares. No further payment shall be made for the priority
1, the Executive Board, subject to approval by the Supervi-
shares. If possible, a dividend shall then be paid, equal to a
sory Board, shall propose to the general meeting, eight
percentage of the sum effectively paid up on the financing
years after the date of every issue, withdrawing the
preference shares of the series in question or the convert-
repayment referred to in Article 7, paragraph 1 for every
ible financing preference shares of the series in question
series of financing preference shares or every series of
respectively during the first issue of the series in question
convertible financing preference shares respectively, as
on the financing preference shares of every series or the
long as those series are withdrawn at the same time. We
convertible financing preference shares of every series
refer to the website of TKH for further determinations of
respectively, including any share premium reserve, which
our articles of association
percentage is related to the average effective return on
‘general state loans with a duration of 7-8 years’, calcu-
For other provisions of the articles of association we refer to
lated and determined in the manner set out in paragraph
TKH’s website: www.tkhgroup.com. A resolution of the General
30.6 paragraph b.
Meeting of Shareholders to amend the articles of association
7. If in any financial year, the profit is not sufficient to make
can only be adopted on the proposal of the Executive Board,
the payments as referred to in paragraph 6 of this article,
which proposal shall require the approval of the Supervisory
in the following financial years the provisions of para-
Board and with a majority of at least two thirds of the votes
graph 6 and paragraph 10 shall not be applied until the
cast in a General Meeting of Shareholders in which at least
deficit is cleared. The Executive Board is authorised,
half of the issued capital is represented.
subject to approval by the Supervisory Board, to decide to
pay out a sum equal to the deficit referred to in the
Proposal for profit appropriation
Net profit accountable to shareholders € 2,652.
shares a dividend of € 0.50 per (depositary receipt of) ordinary
share. The dividend will be made available for payment on In accordance with Article 33 of the articles of association, we
25 May 2010. The dividend for 4,000 priority shares has been
propose paying the holders of (depositary receipts of) ordinary
set at € 0.05 per share of € 1.00.
other information
115
Auditor’s report
Report on the financial statements
We have audited the accompanying financial statements 2009
the effectiveness of the entity’s internal control. An audit also
of TKH Group N.V., Haaksbergen. The financial statements
includes evaluating the appropriateness of accounting policies
consist of the consolidated financial statements and the
used and the reasonableness of accounting estimates made by
company financial statements. The consolidated financial
management, as well as evaluating the overall presentation of
statements comprise the consolidated balance sheet as at
the financial statements.
December, 31, 2009, the consolidated profit and loss account,
We believe that the audit evidence we have obtained is
the statements of comprehensive income, changes in group
sufficient and appropriate to provide a basis for our audit
equity and cash flows statement for the year then ended and
opinion.
notes, comprising a summary of significant accounting
financial statements comprise the company balance sheet as at
Opinion with respect to the consolidated financial
statements
December 31, 2009, the company profit and loss account for
In our opinion, the consolidated financial statements give a
the year then ended and the notes.
true and fair view of the financial position of TKH Group N.V.
policies and other explanatory information. The company
as at December 31, 2009, and of its result and its cash flow for
Management’s responsibility
the year then ended in accordance with International
Management is responsible for the preparation and fair
Financial Reporting Standards as adopted by the European
presentation of the financial statements in accordance with
Union and with Part 9 of Book 2 of the Netherlands Civil Code.
International Financial Reporting Standards as adopted by the
Civil Code, and for the preparation of the management board
Opinion with respect to the company financial statements
European Union and with Part 9 of Book 2 of the Netherlands
report in accordance with Part 9 of Book 2 of the Netherlands
In our opinion, the company financial statements give a true
Civil Code. This responsibility includes: designing, implement-
and fair view of the financial position of TKH Group N.V. as at
ing and maintaining internal control relevant to the prepara-
December 31, 2009, and of its result for the year then ended in
tion and fair presentation of the financial statements that are
accordance with Part 9 of Book 2 of the Netherlands Civil
free from material misstatement, whether due to fraud or
Code.
error; selecting and applying appropriate accounting policies;
and making accounting estimates that are reasonable in the
Report on other legal and regulatory requirements
circumstances.
Pursuant to the legal requirement under 2:393 sub 5 part f of
the Netherlands Civil Code, we report, to the extent of our
Auditor’s responsibility
competence, that the report of the Executive Board is consist-
Our responsibility is to express an opinion on the financial
ent with the financial statements as required by 2:391 sub 4 of
statements based on our audit. We conducted our audit in
the Netherlands Civil Code.
accordance with Dutch law. This law requires that we comply
with ethical requirements and plan and perform the audit to
Enschede, 9 March 2010
obtain reasonable assurance whether the financial statements
are free from material misstatement.
Deloitte Accountants B.V.
An audit involves performing procedures to obtain audit
A.J.E. Jansman
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation
and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
116
Stichting Administratiekantoor van Aandelen TKH
(Foundation Administration Office for TKH Shares)
In accordance with the provisions of Article 9 of the The members of the Executive Committee met on 28 April
Administration Conditions governing the shares of TKH dated
2009 to prepare for the aforementioned General Meeting of
14 May 2007, we wish to report that:
Shareholders. At the General Meeting of Shareholders the
holders of depositary receipts of shares in the capital of the
• the
activities during the year under review, 2009, related
company were allowed to vote independently in respect of the
exclusively to the administration of shares for which
shares corresponding with their depositary receipts and
depository receipts have been issued;
subject to the relevant statutory provisions. At the meeting,
• the nominal value of the ordinary shares of TKH held in
administration amounted to € 9.173.207,75 on 31 December
99.2% of the issued capital was represented. 43.4% of the
holders of depositary receipts for shares requested a proxy
2009, in exchange for which 36.692.831 depositary receipts
from the Foundation to vote autonomously on the shares
for shares with a nominal value of € 0.25 each have been
corresponding with the depositary receipts held by them.
issued in CF form.
During the 2009 General Meeting of Shareholders, the Foundation voted for the remaining 55.8% of the issued capital
The objective of the Foundation is to acquire and administer
represented at the meeting. All of the members of the
registered shares in TKH and to hold them for management in
Executive Committee attended the above-mentioned General
exchange for issuing exchangeable bearer depositary receipts
Meeting of Shareholders and, after considering all the
for shares. The Foundation shall exercise the rights attached
relevant factors, voted in favour of all of the items on the
to the shares in such a way that the interests of the company
agenda which were put to a vote.
and its business are safeguarded as effectively as possible.
Hollandsch Administratiekantoor B.V. in Amsterdam is the
administrator of the Foundation.
At the meeting on 23 September 2009, the members of the
Executive Committee received a briefing from the Executive
Board on the interim figures for 2009. The Foundation’s
Meetings of the Executive Committee
website was evaluated, where the conclusion was drawn that
The Executive Committee of the Foundation met three times
this website is informative and is visited on a regular basis.
during the financial year. At its meeting on 18 March 2009 the
The Schedule of Retirement for 2010 was also discussed. The
Executive Committee received a briefing from the company’s
members of the Executive Committee also visited the ‘Realive
Executive Board on the annual report for 2008 and discussed
Experience Center’ in Capelle a/d IJssel, the Netherlands,
the items on the agenda for the General Meeting of Share-
where they attended a demonstration of TKH’s care solutions.
holders on 28 April 2009. The proposed amendment of the
discussed the Dutch Corporate Governance Code and specifi-
Remuneration of the Executive Committee of the
Foundation
cally the provisions affecting the issuing of depositary receipts
The remuneration of the independent members of the
for shares. Once again, the conclusion was reached that
Foundation’s Executive Committee was last changed in 2007.
granting a proxy to vote to depositary receipt holders regard-
The chairman’s remuneration is € 10,000 per annum and that
less of the circumstances would contravene the Foundation’s
of a member of the Executive Committee is € 8,000. Additional
aims. In this respect, it was determined that the law - in this
remuneration is awarded if the Executive Committee is
case Article 118a of Book 2 of the Netherlands Civil Code – expected to make an extra effort. The costs of the Foundation
prevails over the relevant provisions of the Code.
amounted to € 31,011 in 2009.
In line with those provisions of the law, any depositary receipt
Prof. M.W. den Boogert retired in 2009 in accordance with the
articles of association was explained. This meeting also
holder who so requests will be granted a proxy to vote in his
retirement schedule. He was available for reappointment. In
own right based on his own discretion in a meeting of
accordance with the Foundation’s constitution, its Executive
shareholders, but the Executive Committee will be entitled to
Committee appointed Prof. Den Boogert for a period of four
limit, preclude or revoke that proxy in those circumstances
years.
referred to in the law.
other information
The Foundation’s Executive Committee currently has three
Contact details
independent members:
The Foundation has its office at the company’s address. Mr. F.H. Schreve, chairman
The Foundation can also be contacted via its website at: Mr J.W. Termijtelen,
www.stichtingadministratiekantoortkh.com
117
Prof. M.W. den Boogert.
The members of the Executive Committee hold the following
positions:
Statement of independence
The Executive Board of TKH Group NV and the Executive
Committee of Stichting Administratiekantoor TKH Group
The committee’s chairman, Mr F.H. Schreve (1942), is an
hereby declare that in their shared opinion Stichting independent member of the Executive Committee. Mr Schreve
Administratiekantoor TKH Group is a legal entity which is
is formerly chairman of the Executive Board of Koninklijke
independent of TKH Group NV within the meaning of Ten Cate N.V., of Heidemij/Arcadis and of Rabobank Interna-
Section 5:71(1)(d) of the Wet op Financieel Toezicht [Financial
tional. Mr Schreve is chairman of the Supervisory Board of the
Supervision Act].
listed company Fugro N.V., where he is also a member of the
Executive Committee of the Stichting Fugro Preferente
Haaksbergen, the Netherlands
Aandelen and of the Stichting Continuïteit Fugro. Mr Schreve
March 2010
is also chairman of the Supervisory Board of the Sint Lucas
Andreas Hospital in Amsterdam, member of the Supervisory
Board of HVC N.V., chairman of the Stichting Preferente
Aandelen H.E.S. Beheer N.V. and chairman of the Executive
Committee of the Universiteitsfonds of the University of
Twente.
Mr J.W. Termijtelen (1942) is an independent member of the
Executive Committee. Mr Termijtelen, a former director of
Banque Paribas Nederland N.V. and Nidera Handelscompagnie
B.V., is, among other things, a member of the Supervisory
Board of Tramedico Holding B.V., NMKW N.V. (chairman) and
the French company Sedis S.A. (chairman). He is also
a member of the executive committees of the Stichting
Continuïteit BESI and the Stichting Continuïteit OctoPlus. He is also chairman of “De Opkikker” foundation.
Professor M.W. den Boogert (1943) is an independent member
of the Executive Committee. Mr Den Boogert is Emeritus
Professor of Securities Law at the University of Groningen, a member of the Executive Committee of the Netherlands
Arbitration Institute, chairman of the DSI Arbitration
Committee, a member of the Supervisory Board of Stichting
Communicatiekanaal Aandeelhouders, a member of the Financial Markets Authority’s Capital Markets Commission,
a member of the Company Law Commission of the Ministry of
Justice, a deputy member of the SER’s Mergers Commission,
and a member of the Executive Committee of several foundations with a protective function affiliated with a listed
company.
The Executive Committee
118
Stichting Continuïteit TKH (Foundation continuity TKH)
The objective of the Stichting Continuïteit TKH, which has its
Committee. Consequently, no distinction will be made any
seat in Haaksbergen, is to represent the interests of the
longer between member A and B. Mr H.J. Hazewinkel will
company and all the businesses affiliated with it, in such a
therefore stand down as member of the Executive Committee
way that these interests are guaranteed as well as possible and
at the meeting in March 2010. Mr L.P.E.M. (Leon) van den Boom
to resist as far as possible influences which could affect the
RA has agreed to join the Foundation’s Executive Committee.
independence, continuity or identity of the company and its
Mr Schonis has agreed to accept the position of chairman.
businesses contrary to those interests, as well as carrying out
During the meeting in September, the Executive Committee
anything related to the above or which can benefit it.
also discussed the possibility of granting the Foundation the right to apply for an enquiry into the company’s affairs.
The Stichting Continuïteit TKH met twice in 2009. The
This would entitle the Foundation to submit a request for an
meetings were attended by representatives of the company, at
enquiry if it feels that there are valid grounds for questioning
the invitation of the Foundation’s Executive Committee.
the company’s policy or the state of affairs in the company
and the Foundation feels that by invoking that right it is
During its meeting in March 2009, the committee addressed,
representing the interests laid down in the description of among other things, TKH’s Corporate Governance Code, the
the Foundation’s objectives. It was decided to grant the
Foundation’s schedule of retirement and the developments Foundation this right and that decision shall be effected by in the TKH Group. The meeting also discussed defensive
an agreement between the company and the Stichting
mechanisms in light of the public debate on the issue. During
Continuïteit. The Supervisory Board has given its approval the meeting, the Executive Committee once again observed
for the company to conclude that agreement.
that in view of developments it was desirable to maintain the existing structure, taking into account the fact that
In accordance with the schedule of retirement, Professor
protection is offered both by the issuing of depositary receipts
H.M.N. Schonis was due to stand down in 2009 and was
of shares and by means of the call option granted to Stichting
eligible for reappointment. Mr Schonis was reappointed for Continuïteit TKH to acquire protective preference shares up a period of four years.
to a maximum of 50% of the sum of the other outstanding
shares at the time that the protective preference shares are
From March 2010, the members of the Foundation’s Executive
issued, or 100% of the sum of the other outstanding share at
Committee will be:
the time the protective preference shares are issued if the
Professor H.M.N. Schonis, chairman
restriction on the reconversion option lapses.
Mrs S. Drion
Mr P.M. Runderkamp
In July 2009, the Stichting Continuïteit received the sad news
Mr L.P.E.M. van den Boom RA
of the sudden death of the Foundation’s chairman, Mr Erik
Beelaerts van Blokland esquire. Mr Beelaerts van Blokland had
Statement of independence
been a member of the Stichting Continuïteit since 2002, and
The Executive Board of TKH Group NV and the Executive
its chairman since the middle of 2004. Mr Beelaerts van
Committee of the Stichting Continuïteit TKH hereby declare
Blokland chaired the committee in his own professional and
that in their shared opinion the Stichting Continuïteit is a
dedicated manner, with his modern views on Corporate
legal entity which is independent of TKH Group NV within the
Governance and public interests. He was always professional
meaning of Section 5:71 (1) (c) of the Wet op Financieel
in weighing up the public responsibilities and the interests of
Toezicht (Financial Supervision Act).
the company and its affiliated businesses. We have lost a very
skilled and dedicated executive.
Haaksbergen, the Netherlands
March 2010
During the meeting in September 2009, the members of the
Executive Committee marked the death of Mr Beelaerts van
Blokland and considered the vacancy that had arisen. In that
context, the issue of the Executive Committee’s independence
was raised again and in light of recent developments the
Foundation should have a fully independent Executive
The Executive Committee
other information
119
Overview press releases 2009
Annual results 2009: Net profit TKH Group € 50.3
million
Interim results 2009: Results improvement Q2
compared to Q1 despite further drop in turnover
Turnover increased by € 159.2 million to € 997.0 million in
Turnover in the first half of 2009 was down € 151.3 million at
2008. The operating result before amortisation (EBITA) rose by
€ 353.5 million. Of this reduction, 4.5% was due to the drop in
21.7% to € 80.2 million in 2008. The exceptional decrease in
raw materials prices passed on to customers. The companies
the price of copper had a negative effect of € 12 million on
acquired in 2008 contributed 2.0% to turnover. Operating
the operating result in the fourth quarter. On the other side
costs excluding exceptional charges were down € 13.4 million
there was a one-off gain of € 4.0 million from the partial
in the first half of the year, with € 9.3 million of this drop
reversal of the impairment charge for telecom assets. being realised in the second quarter. The operating result
Corrected for these effects, EBITA increased by 33.8%, of
before amortisation of intangible assets (EBITA) and excep-
which 15.7% was the result of organic growth. The net profit
tional charges was down 68.7% at € 13.8 million in the first
before amortisation and the extraordinary tax gain in 2008
half of 2009. In line with the reorganisation programme of was € 51.1 million, an increase of 22.4% compared with the
€ 15 million for the entire year as announced in April, TKH
year before. Net profit increased to € 50.3 million in 2008, took an exceptional charge of € 7.2 million in the second quar-
an increase of 12.4% compared with 2007. Earnings per share
ter. The EBITA after exceptional charges was € 6.6 million. The
came to € 1.43.
net profit before amortisation and excluding exceptional
11 March 2009
amortisation and exceptional charges, the net loss was € 2.6
charges was € 4.4 million in the first half of 2009. After
million in the first half of 2009. Ordinary earnings per share
Trading update first quarter 2009: Inventory
reductions at customers have strong negative impact
on TKH’s result
were minus € 0.08 (H1 2008: € 0.72).
27 August 2009
In the first quarter 2009 turnover decreased by 26.1%.
18.8%. The decrease was offset for 2.8% by the companies
Trading update third quarter 2009: Lower turnover
decline in third quarter
acquired in 2008. Mainly due to the decrease in turnover and
Turnover in the third quarter decreased by 27.5% to € 179.2
therefore the loss of cost recovery caused EBITA to drop 72.6%
million. Of this reduction, 3.7% was due to the drop in raw
Adjusted for raw material price effects, turnover decreased by
to € 5.5 million in the first quarter 2009. Net profit decreased
material prices passed on to customers. The companies
by 90.8% to € 1.1 million in the first quarter 2009.
acquired in 2008 contributed 2.2% to turnover. EBITA before
exceptional charges was down 44.1% to € 10.9 million. In line
28 April 2009
with the earlier announced reorganisation programme of Annual General Meeting of Shareholders TKH
€ 4.4 million was taken in the third quarter, of which € 3.6
The Annual General Meeting of Shareholders declared a
million is accounted for under EBITA. Costs decreased further
dividend of € 0.66 per (depositary receipt of) ordinary share
in the third quarter with € 10.1 million. Net profit before
with a nominal value of € 0.25 for the 2008 financial year. amortisation and exceptional charges amounted to € 4.6
€ 15 million for the full year 2009, an exceptional charge of In addition the General Meeting of Shareholders has re-
million. Net profit after amortisation and exceptional charges
appointed Messrs H.J. Hazewinkel and A. van der Velden as
decreased in the third quarter to € 1.1 million.
members of the Supervisory Board and has appointed Turnover in the first nine months of 2009 decreased by 29.2%
Mr Ph. Houben as member of the Supervisory Board of TKH
to € 532.7 million. EBITA before exceptional charges for the
Group NV. Upon the Annual General Meeting of Share-
first nine months fell by 61.1% to € 24.7 million. Net profit
holders Mr A.J. Driessen (vice-chairman) resigned from the
before amortisation and exceptional charges for the first nine
Supervisory Board according to the current retirement
months decreased by 77.1% to € 9.1 million. Net result after
schedule. Mr A. van der Velden will succeed Mr Driessen as
amortisation and exceptional charges for the first nine
vice-chairman of the Supervisory Board.
months amounted € 1.6 million negative.
28 April 2009
12 November 2009
120
Subsidiaries
Netherlands
BB LightConcepts BV
C. Bekker
Fabriekstraat 16-04
7005 AR Doetinchem
The Netherlands
T +31 (0)314 392 348
[email protected]
I www.bb-lightconcepts.nl
Capable BV
M.W.C. van Tilburg
Weidehek 109
4824 AT Breda
The Netherlands
T +31 (0)76 541 64 56
[email protected]
I www.capable.nl
Commend Nederland BV
J. Bressers
De Lind 3
4841 KC Prinsenbeek
The Netherlands
T +31 (0)76 20 00 100
Ewww.commend.nl
I [email protected]
EKB Groep BV
M.N.A. van Leuven MBA
Wijkermeerweg 31
1948 NT Beverwijk
The Netherlands
T +31 (0)251 26 19 20
[email protected]
I www.ekbgroep.nl
•
AVO Techniek BV
A.J.M. de Leeuw
Lage Akkerweg 17
5711 DD Someren
The Netherlands
T +31 (0)493 49 66 65
[email protected]
I www.avotechniek.nl
Electro-Draad BV
F.H.C. van der Sanden
Branskamp 7
6014 CB Ittervoort
The Netherlands
T +31 (0)475 56 67 67
[email protected]
I www.eldra.com
BV Elspec
ir. D.W.S. Gigengack
Bedrijvenweg 14
1424 PX De Kwakel
The Netherlands
T +31 (0)297 33 03 00
[email protected]
I www.elspec.nl
Funea Broadband Services BV
R. Knetsch
Gouden Rijderstraat 1
4903 RD Oosterhout
The Netherlands
T +31 (0)162 47 58 00
[email protected]
I www.funea.com
Keyprocessor BV
G. van den Hoek
Paasheuvelweg 20
1105 BJ Amsterdam Z.O.
The Netherlands
T +31 (0)20 4620700
[email protected]
I www.keyprocessor.com
BV Twentsche Kabelfabriek
R.A.R. van Beurden
Spinnerstraat 15
7481 KJ Haaksbergen
The Netherlands
T +31 (0)53 57 32 255
[email protected]
I www.tkf.nl
Intronics Groep
H. Möhle
Koolhovenstraat 1E
3772 MT Barneveld
The Netherlands
Pantaflex BV
A.H.M. Ruigrok
Weg en Bosch 86
2661 GX Bergschenhoek
The Netherlands
T +31 (0)10 52 49 249
[email protected]
I www.pantaflex.nl
USE System Engineering BV
J.H.M. van der Kuil
Industriestraat 77
7482 EW Haaksbergen
The Netherlands
T +31 (0)53 574 14 56
[email protected]
I www.usetechnology.nl
SecurityWorks BV
T.R. Assies
Melkrijder 15d
3861 SG Nijkerk
The Netherlands
T +31 (0)33 25 30 425
[email protected]
I www.securtityworks.nl
VDG Security BV
J. van den Berg, K. van den Berg
Radonstraat 10-14
2718 TA Zoetermeer
The Netherlands
T +31 (0)79 36 38 111
[email protected]
I www.vdg-security.com
Scanton Parking+
R. Rietveld
Vleugelboot 20
3991 CL Houten
The Netherlands
T +31 (0)30 21 92 050
[email protected]
I www.scanton.nl
VMI Holland BV
ir. J.J. Spanjer, G.W. Borghuis,
G.C.G. Roncken, H.J. Voortman
Gelriaweg 16
8161 RK Epe
The Netherlands
T +31 (0)578 67 91 11
[email protected]
I www.vmi-group.com
•
Eminent Europe BV
J. van Aalst
Elektrostraat 17
7483 PG Haaksbergen
The Netherlands
T +31 (0)46 43 62 157
[email protected]
I www.eminent-online.com
•
Intronics Barneveld BV
M. Swolfs
Koolhovenstraat 1E
3772 MT Barneveld
The Netherlands
T +31 (0)342 40 70 40
[email protected]
I www.intronics.nl
•
Javocom BV
J.A.M. Vonk
Middelweg 27
6191 NC Beek
The Netherlands
T +31 (0)46 474 65 56
[email protected]
I www.javocom.nl
Also establishments in:
• Inec NV, Belgium
• Intronics Espana SA, Spain
Isolectra BV
D. Olivier MBA, drs. H.J. de Gelder
Rivium Boulevard 101
2909 LK Capelle a/d IJssel
The Netherlands
T +31 (0)10 28 55 285
[email protected]
I www.isolectra.nl
Jobarco BV
H.P. van der Meer
Verbreepark 15
2731 BR Benthuizen
The Netherlands
T +31 (0)79 331 93 13
[email protected]
I www.jobarco.com
Techno Specials
L. Lysmont
Ottergemsesteenweg Zuid 731A
9000 Gent, Belgium
T +32 932 58212
[email protected]
I www.technospecials.be
Texim Europe BV
A. Koens, H. Möhle
Elektrostraat 17
7483 PG Haaksbergen
The Netherlands
T +31 (0)53 57 33 333
[email protected]
I www.texim-europe.com
• Texim Europe GmbH, Germany
• Texim Europe BVBA, Belgium
TKH Logistics BV
F. Teesselink, H. Möhle
Elektrostraat 17
7483 PG Haaksbergen
The Netherlands
T +31 (0)53 85 05 000
[email protected]
I www.tkhlogistics.nl
Germany
EFB Elektronik GmbH
H. Schreitter, V. Meyer
Striegauerstraße 1
33719 Bielefeld
T +49 521 40 418 0
[email protected]
I www.efb-elektronik.de
• EFB Istanbul, Turkey
• Advanced Network Services,
Hong Kong
Ernst & Engbring GmbH & Co, KG
L. Klick
Industriestraße 9
45739 Oer-Erkenschwick
T +49 2368 6901 0
[email protected]
I www.eue-kabel.de
•
EEB Kabeltechnik GmbH
Holunderweg 2
03149 Forst
T +49 3562 69241180
[email protected]
I www.eeb-kabel.de
121
other information
NET GmbH
J.P Heinrichs
Lerchenberg 7
D-86923 Finning
T +49 88 06 923 40
[email protected]
I www.net-gmbh.com
Tevens vestigingen in:
• NET USA inc., USA
• NET Japan Co. Ltd., Japan
Schneider Intercom GmbH
H. Kurz, H. Weber
Zentrale Düsseldorf
Heinrich-Hertz-Straße 40
40699 Erkrath
T +49 211 882 85 333
[email protected]
I www.schneider-intercom.de
Europe (other)
C&C Partners Telecom Sp. z.o.o.
M. Niemczyk
ul 17 Stycznia 119, 121
64-100 Leszno
Poland
T +48 65 525 55 55
[email protected]
I www.ccpartners.pl
CAE Groupe
O. Frias, P. Vincent
Rue du Chemin Blanc
91165 Longjumeau Cedex
France
T + 33 169 79 14 14
[email protected]
I www.cae-groupe.fr
• TKD KABEL GmbH
R. Domek, J. Neumann
•
Axilogic
P. Platini
8, Rue des Biches
74100 Ville-le-Grand
France
T + 33 450 92 82 24
[email protected]
I www.axilogic.fr
•
Standort Iserlohn
Zollhausstraße 6
58640 Iserlohn
T +49 2371 43 50
[email protected]
I www.tkd-kabel.de
•
Ithaca
170 Route de l’Oasis
20100 Casablanca
Morocco
T +212 22 98 66 66
[email protected]
•
Standort Pliezhausen
Karl-Benz-Strasse 20
72124 Pliezhausen
T +49 71 27 81 04 01
[email protected]
I www.tkd-kabel.de
KC Industrie Srl
G. Amadei
Via Dante Alighieri 21 Ter - 21
Quater
29010 Villanovo sull’Arda (PC)
Italy
T + 39 52 383 78 99
[email protected]
I www.kcindustrie.it
TKH Deutschland GmbH
L. Klick, N. Heinemann
An der Kleinbahn 16
41334 Nettetal
• K aweflex Wire and Cable inc.,
USA
• HPM Cables Sarl, France
• TKD Polska, Poland
•
Schrade Kabel und
Elektrotechnik GmbH
M. Schrade
Carl-Benz-Strasse 1
89604 Allmendingen
T +49 7391 70 74 0
[email protected]
I www.schrade-kabel.de
TKH Security Solutions
Deutschland GmbH
H. Weber
Zentrale Düsseldorf
Heinrich-Hertz-Straße 40
40699 Erkrath
T +49 211 21 02 33 50
[email protected]
I www.tkh-security.de
TKH KABELTECHNIEK Polska Sp.
z.o.o.
B. Babiak
ul. 17 Stycznia 121
64-100 Leszno
Poland
T +48 65 525 5528
[email protected]
I www.tkhkabeltechniek.pl
TKH Nordic
F. Grivans, J. Baartmans
Annebergsvägen 3
64541 Strängnäs
Sweden
•
TKH Finland Oy
Myyrmäentie 2B
01600 Vantaa
Finland
T +358 10 666 21 40
[email protected]
I www.tkhfinland.fi
•
VMC elteknik AB
Annebergsvägen 3
64541 Strängnäs
Sweden
T +46 159 35 0010
[email protected]
I www.vmc.se
•
VMC Klan a/s
Industriparken 16
2750 Ballerup
Denmark
T +45 44 342 342
[email protected]
I www.vmcklan.dk
Asia and North- and
South-America
TKH Asia
J. Baartmans
60 Alexandra Terrace
#02-10 The Comtech (Lobby B)
Singapore (118502)
•
Isolectra Far East Pte.Ltd
A. Varma
60 Alexandra Terrace
#02-10 The Comtech (Lobby B)
Singapore (118502)
T +65 6 27 22 371
[email protected]
I www.isolectra.com.sg
•
Isolectra Malaysia Sdn Bhd
Zainal Abidin Bin Abas
18, Jalan Astaka U8/83
Seksyen U8 Bukit Jelutong
40150 Shah Alam
Selangor Darul Ehsan,
Malaysia
T +60 378 46 99 88
[email protected]
I www.isolectra.com.my
TKH Middle East
P. Zijlmans
P.O. Box 261167
Jebel Ali
Dubai UAE
T +971 48862162
Twentsche (Nanjing)
Fiber Optics Ltd.
Xia Li
No.2, Xinke 4 Road
New & High Technology
Industrie Development Zone
Pukou Nanjing 210061
China
T +86 25 5884 48 88
[email protected]
I www.tfo.com.cn
VMI Americas Inc.
A. Kroeze
4485, Allen Road Stow,
Ohio 44224
USA
T +1 330 929 68 00
[email protected]
I www.vmi-group.com
VMI South America Ltda
Condominio Industrial Sergio
Gregori, Rodovia Presidente Dutra KM 316, sentido RJ, CEP 27580-000, Itatiaia - RJ Brazil
T +55 24 21089425
[email protected] I www.vmi-group.com
VMI Ltd
C. Sun
Internal 41, No.50
Beijing Zhong Road
Yantai ETDZ
Shandong 264006
China
T +86 535 694 89 70
[email protected]
I www.vmi.com.cn
VMI Yantai Ltd.
Xu Kangyuan
Yongfu Yuan Road 886
Fushan High & New Tech
Industrial Park
Yantai, Shandong 265500,
China
T +86 535 63 001 39
[email protected]
I www.vmi.com.cn
Zhangjiagang Twentsche Cable
co. Ltd.
M. Chen
Jiangsu Yangtze International Metellurgical Industrial Park
Chuangye Road, Jinfeng, Zhangjiagang 215625
Jiangsu Province
China
T +86 512 585 711 88
[email protected]
I www.cablemaker.net
122
Participating Interests
The following directly or indirectly held subsidiaries
are included in the consolidation:
Name of participating interest
Place
Country
Ownership 1
Telecom Building
Solutions Solutions
AVO Techniek B.V. 2
Someren
Netherlands
85%
Bekker & Business Holding B.V. 2
Doetinchem
Netherlands
80%
B.V. Twentsche Kabelfabriek
Haaksbergen
Netherlands
100%
bv Elspec
De Kwakel
Netherlands
100%
Capable B.V.
Breda
Netherlands
100%
Capassy B.V.
Etten-Leur
Netherlands
Commend Netherlands B.V.
Prinsenbeek
EKB groep B.V.
Beverwijk
Electro-Draad B.V.
Ittervoort
•
•
•
•
•
100%
Netherlands
75%
•
Netherlands
100%
Netherlands
100%
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Funea Broadband Services B.V.
Oosterhout
Netherlands
100%
Barneveld
Netherlands
100%
Isolectra B.V.
Capelle aan den IJssel
Netherlands
100%
Javocom B.V.
Beek
Netherlands
100%
Jobarco B.V.
Benthuizen
Netherlands
100%
Keyprocessor B.V. 2
Amsterdam
Netherlands
90%
Pantaflex B.V. 2
Bergschenhoek
Netherlands
92%
SecurityWorks B.V. 2
Nijkerk
Netherlands
90%
•
•
Texim Europe B.V.
Haaksbergen
Netherlands
100%
TKH Logistics B.V.
Haaksbergen
Netherlands
100%
Lelystad
Netherlands
90%
USE System Engineering B.V. Haaksbergen
Netherlands
75%
VDG Security B.V.
Zoetermeer
Netherlands
100%
VMI Holland B.V.
Epe
Netherlands
100%
Inec N.V.
Sint-Antonius Zoersel
Belgium
100%
Techno Specials
Gent
Belgium
100%
Texim Europe BVBA
Brussel
Belgium
100%
VMC Klan A/S
Ballerup
Denmark
100%
2
•
•
•
•
Intronics Barneveld B.V.
Transmea B.V. 2
Industrial
Solutions
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
EEB GmbH & Co. KG
Forst
Germany
100%
EFB Elektronik GmbH
Bielefeld
Germany
100%
Ernst & Engbring GmbH & Co. KG
Oer-Erkenschwick
Germany
100%
New Electronic Technology GmbH
Finning
Germany
84%
Schneider Intercom GmbH 3
Erkrath
Germany
85%
Schrade Elektrotechnik GmbH
Allmendingen
Germany
100%
Schreinermacher Kabelconfektionen GmbH
Kaarst-Büttgen
Germany
100%
Texim Europe GmbH Quickborn
Germany
100%
TKD Kabel GmbH
Nettetal
Germany
100%
TKH Security Solutions Deutschland GmbH
Erkrath
Germany
VMI-AZ Extrusion GmbH
Runding
Germany
•
•
•
100% 100%
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
123
other information
Name of participating interest
Place
Country
Ownership 1
TKH Finland
Vantaa
Finland
100% Axilogic SA
Ville la Grand
France
100%
CAE Data SAS
Champlan
France
100%
CAE Distribution SAS
Champlan
France
100%
HPM Cables Sarl.
Chaon
France
100%
KC Industrie Sarl
Villanova sull’ Arda
Italy
UAB C & C Partners Lt
Vilnius
Lithuania
100%
C&C Partners Telecom Sp. z o.o.
Leszno
Poland
100%
TKD Polska Sp. z o.o.
Warsaw
Poland
100%
TKH Kabeltechniek Polska Sp. z o.o.
Leszno
Poland
100%
Intronics Espana SA
Malaga
Spain
100%
EFB Elektronik Ltd
Istanbul
Turkey
100%
Intronics Sweden AB
Tierp
Sweden
100%
VMC Elteknik AB
Mariefred
Sweden
100%
95%
Telecom Building
Solutions Solutions
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
VMI South America Ltda.
Sao Paulo Brazil
100%
Isolectra Malaysia Sdn Bhd
Shah Alam
Malaysia
100%
Ithaca
Casablanca
Morocco
51%
Advanced Network Services Hong Kong Ltd.
Hong Kong
PR China
100%
Twentsche (Nanjing) Fibre Optics Co. Ltd.
Nanjing
PR China
100%
VMI (Yantai) Machinery Co. Ltd.
Yantai
PR China
100%
VMI Ltd.
Yantai
PR China
100%
Zhangjiagang Twentsche Cable Co. Ltd.
Zhangjiagang
PR China
100%
CMF Taiwan
Taipei
Taiwan
60%
Isolectra Far East Pte Ltd.
Singapore
Singapore
100%
Kaweflex Wire and Cable Inc.
Cincinnati
USA
100%
NET USA Inc.
Highland
USA
VMI Americas Inc.
Stow
TKH Middle East
Dubai
1. Economic ownership is equal to the legal ownership, unless mentioned differently.
2. Economic ownership is 100%.
3. Economic ownership is 95%.
Industrial
Solutions
•
•
•
•
•
•
77%
USA
100%
•
VAE
100%
•
•
•
•
•
•
•
•
•
•
•
124
Ten year overview
IFRS
2009
Consolidated profit
and loss account
2008
2007
2006
2005
2004
DUTCH GAAP
2003
2002
2001
2000
726
997
838
685
548
460
384
390
586
586
subcontracted work 430
628
528
421
320
265
214
229
362
347
Personnel expenses 170
186
158
136
120
104
90
98
118
122
Total turnover Costs of raw materials,
consumables and
Depreciation 16
17
12
10
12
13
14
19
20
18
Other operating expenses 81
90
74
64
56
45
42
43
52
48
Total operating expenses 697
921
772
631
508
427
360
389
552
535
29
76
66
54
40
33
24
1
34
Impairment
4
-3
Amortisation
9
6
3
Operating result
16
73
63
54
40
33
24
1
34
51
Financial income and expenses -11
-8
-5
-4
-3
-3
-4
-5
-7
-5
before taxes 5
65
58
50
37
30
20
-4
27
46
Taxes 2
15
12
15
3
10
8
3
8
15
after taxes 3
50
46
35
34
20
12
-7
19
31
Extraordinary income and expense 0
0
0
0
0
0
0
-48
-9
0
Net result 3
50
46
35
34
20
12
-55
10
31
Minority interest 0
0
1
0
-1
0
0
0
0
0
Attributable to shareholders
3
50
45
35
33
20
12
-55
10
31 5,6
7,6
7,9
7,8
7,2
7,2
6,2
0,3
5,8
8,6
6,4
16,3
15,5
16,0
13,9
12,3
8,0
-3,9
9,5
17,1
capital invested (ROCE) 9,8
16,5
15,3
17,1
14,3
13,4
10,4
0,4
10,1
17,1
Net profit as % of the
total turnover 1
2,5
5,0
4,9
5,2
4,8
4,3
3,1
-1,7
3,2
5,2
EBITA
51
Result on ordinary activities
Result on ordinary activities
Highlights
EBITA as % of the total
turnover (ROS) 1
Return as % of the shareholders’
equity (ROE) 1
EBITA in % of the average
1. Including change in inventory , work in progress and construction contracts of € -53.9 million (2008: € 30.2 million).
2. In 2009, an impairment of € 3.7 million before taxes and restructuring costs of € 12.2 million have been recorded. The restructuring costs have mainly been
recognised as personnel expenses.
125
other information
IFRS
DUTCH GAAP
2009
2008
2007
2006
2005
2004
2003
2002
2001
Intangible non-current assets 167
169
149
45
24
24
3
6
5
0
Tangible non-current assets 151
165
146
124
125
123
119
126
197
174
Financial non-current asset
Total non-current assets 2000
10
9
8
7
18
16
0
1
1
1
328
343
303
176
167
163
122
133
203
175
Inventories 115
140
145
120
104
85
71
87
124
117
Receivables 146
225
202
156
119
92
80
95
109
134
44
10
10
10
6
7
8
7
8
4
305
375
357
286
229
184
159
189
241
255
Cash Total current assets
Total assets Shareholders’ equity Minority interest Group equity 9
3
1
3
642
721
661
465
396
347
281
322
444
281
292
264
221
187
160
156
143
204
1
1
1
2
0
0
0
0
0
0
282
293
265
223
187
160
156
143
204
187
430
187
Provisions 64
60
68
37
46
41
19
22
22
10
Long-term liabilities 72
126
86
26
26
26
27
74
70
42
Credit institutions
41
71
88
53
29
37
19
0
62
74
Other current liabilities
183
171
154
126
108
83
60
83
86
117
Total liabilities
642
721
661
465
396
347
281
322
444
430
Other Information
Solvency percentage 44
41
40
48
47
46
56
44
46
43
11
32
29
18
12
11
11
22
26
59
Investments tangible non-current
assets
Depreciations on tangible
non-current assets Cash flow from operating activities 17
17
13
12
12
13
14
20
21
21
152
53
38
19
30
17
42
49
30
41
33.715 32.732 32.364
32.276
Number of shares outstanding
and held by third parties
at year end (x 1,000 )
Net result per share of € 0,25
36.293 35.290 34.638
0,07
1,43
1,30
1,06
0,80
32.276 32.448
31.808
0,61
0,37
-0,21
0,58
0,97
Net result before exceptional
income and expense and
amortisation per share
0,49
1,34
1,34
1,06
0,80
0,61
0,37
-0,21
0,58
0,97
Dividend per share 0,50
0,66
0,66
0,53
0,41
0,31
0,25
0,08
0,23
0,34
13,95
17,41
23,41
16,48
10,36
7,85
4,86
5,38
9,61
12,13
6,35
7,04
13,62
9,28
7,43
4,28
1,27
1,50
4,25
8,00
13,95
8,00
14,96
16,03
9,30
7,50
4,48
2,40
4,65
8,75
Highest share price during
year under review Lowest share price during
year under review Share price at year-end 126
Glossary
Access network: cable infrastructure
between the telephone exchange and the
subscriber.
ADSL (asymmetric Digital subscriber line): a modem technology in which
use is made of the infrastructure of the
standard telephone network which
transforms an ordinary analog or ISDN
telephone line into a high-speed digital
line for ultra fast Internet access
whereby the analog and ISDN line
remains available.
Bandwidth: the transmission capacity
of a media, expressed in the number of
bits per second. The maximum transmission capacity is 1 Gigabit per second for
copper and 600 Gigabit per second for
optical fibre.
Broadband connection: a collective
name for a connection with a high
transport capacity. Technically, such a
connection can be made with a coax
modem, an ADSL modem or with the
aid of a Fiber-to-the-Home connection.
The latter solution currently offers the
fastest (Internet) connection, with a
transport-capacity of at least 10 megabits
per second symmetric it is many
times faster than connections with ADSL and coax modems.
Building solutions: range from
solutions in the area of efficient
electrical engineering to ICT systems
for the care sector.
Cable accessories: products with a
direct relation to cable and the installation of cable. For example attachment
materials coding and marking systems
and tools.
Data communication: communication
of digital information between computers.
Domotics: in-house automation for
amongst other things light, telephone,
television (set-top box) and security.
Dsl technology (Digital subscriber
line): DSL is a broadband technology
that makes use of the existing copper
wires over which telephone traffic
currently occurs. By placing a modem at
the location of the end user and
connecting it with the nearest local
exchange, the existing telephone line is
upgraded to a so-called broadbandconnection.
Electronic: the part of the technology
relating to control and automation
technology.
Installation cable: cable for installations for power supply with a tension of
maximum 1,000 Volts.
IP-TV: TV over internet. Technology to
transport compressed streaming of video
via internet. This technology will be
introduced the next years in the Triple
Play strategy of network operators.
Mobile telecom traffic: mobile
communication (often voice and data)
via a fixed network of transmission and
receiver installations connected with
each other.
Electrical engineering: the part of
technology that deals with the distribution and supply of electricity.
ERP-system (Enterprise Resource
Planning): An ERP-system supports all
kind of processes within the organisation as where an exchange of information will take place between departments.
Modem: a device for modulation/
demodulation. It is a card in or a little
box near your computer with which you
can make a connection between your
computer and an –ordinary telephone
line. In this way you can make a connection from your computer to the Internet
or a network.
Operation systems: systems for
Fibre-To-The-Home: the last piece of
the network to the user is fitted with
optical fibre cable.
Gsm (Global system for mobile
telecommunication): Global standard
for mobile telephony.
ICT (information and Communication Technology): at present, rapidly
progressing integration is occurring
between information technology, that is
to say computers, and data and telecommunication.
sending, regulating and controlling
industrial processes, of which the
system’s intelligence consists of PLCs
(Programmable Logical Computers) or
CNCs (Computerised Numerical Controls).
Optical fibre cable: cable with one or
more coated conductors of very pure
glass for the transfer of signals on a
carrier wave of light; applied in data and
telecommunication.
facilities in the home.
Optical fibre production: optical fibre
is produced in a 25-meter high drawing
tower in conditioned ultra-clean
conditions.
Industrial Solutions: consist of
Outdoor telecom: telecommunication
Indoor telecom: telecommunication
advanced solutions for production
automation, car and truck tyre building
systems and industrial applications in
the area of specialty cable and cable
accessories.
facilities outside the home.
Passive and active components: in data and telecommunication a
difference is made between components
which do and do not need power. other information
Product handling systems: automated
flexible product handling machines.
Transmission capacity: the number of
information units which can be sent
through a conductor or fibre.
Run flat tire: a tire which if it is
punctured, can still drive about 100 km
(a spare tire is no longer needed).
Triple Play: the name of the strategy of
-telecom operators to deliver video,
internet and telephony services over the
same (IP) network.
Specialty cable: cable for specific
applications or custom made for the
client. These cables are often highly
flexible, resistant to chemicals or
combine different kinds of optical fibres
with copper conductors.
Tyre building systems: systems for the
manufacturing of car and truck tyres.
System concepts: TKH increasingly
distribution activity in which use is
made of added value as a distinguishing
feature.
specializes in the integration of individual components into total systems.
Such systems offer the client a lot of
added value and operational safety.
Telecommunication network:
network for the transport of voice and
digital information between computers.
Telecommunication infrastructure:
the entity of cables, plugs, cabinets, etc.
that is required to connect telephone,
Internet, mobile phone exchanges.
Telecom Solutions: consists of
solutions ranging from a basic infrastructure tohome networking applications, both for outdoor telecom and
indoor telecom (ICT) telecom markets
and ICT total Solutions
Time-shifted TV: An application in
IP-TV-concepts, where the user can watch
an already broadcasted program, which
is recorded in a central memory of the
telecom operator’s network. This system
is so called ‘the video recorder at a
distance’.
Total solution: by acting as a one-stopshopping supplier for projects, the
subsidiaries of TKH deliver a complete
packet of products, including advice,
project management, -installation,
training and maintenance.
VAR (value-added reselling):
VDsl: (Very High Bitrate Digital Subscriber Line) offers higher capacity as
ADSL. The theoretical maximum at
ADSL, from the operator to the end-user,
is 8 Megabit per second (Mbps). VDSL on
the other hand achieves in practice even
30 to 40 Mbps. This is approximately
thousand times more than a connection
through ordinary telephone line.
VODsl: Voice over DSL, technique to
place a telephone conversation over a
broadband DSL connection; a variant for
VOIP.
VOiP (voice over iP): VoIP make use of
the IP-protocol to transport voice packets
over an IP-network.
WIFI (wireless Fidelity): a relatively
new standard for wireless data communication with a relatively large bandwidth and range. Is applied in the office
and at home.
3G (third) generation: generation of
standards and technology of mobile
telephones. 3G technology gives mobile
users a wider connection of services with
advanced possibilities and a broader
speed of networks. These services
contains among others VOIP video
conference and broadband internet
entrance in a mobile environment.
127
Design
Monter, Amsterdam
Photography
Hollandse Hoogte, Amsterdam
Christel Rouwhof, Enschede
Dieter Schütte, Rotterdam
Dijkstra b.v. (page 45)
David Brannigan (page 66)
Print
Drukkerij Tesink, Zutphen
The content of this book is printed on FSC certified
paper GoMatt, the cover on Matterhorn.
TKH Group NV
Spinnerstraat 15
P.O. Box 5
7480 AA Haaksbergen
The Netherlands
T +31 53 573 29 00
F +31 53 573 21 80
E [email protected]
I www.tkhgroup.com

Annual report 2009

Transcription

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