4.2 Procesamiento de pruebas.
4.2.3 Calificación final y generación de grados de dificultad.
Group Parent Company
SEKm 2011 2010 2011 2010 Personnel expenses 12 15 6 8 Interest expenses 44 59 22 38 Prepaid rents 167 131 — — Property costs 52 57 — — Other items 13 12 2 3 Total 288 275 30 48
Note 22 • Credit facilities
Group Parent Company
SEKm 2011 2010 2011 2010
Granted credit facility 350 350 300 300
Unutilised portion 133 255 133 205
Utilised portion 217 95 167 95
Note 21 • Financial investments
Group Parent Company
SEKm 2011 2010 2011 2010
Quoted securities – held for trading
Shares in Sweden 157 204 157 204
Total 157 204 157 204 Financial investments are measured at fair value through
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Note 30 • Critical estimates and judgements
The company management and the Board have discussed the develop- ment, the choice and the disclosures in respect of the Group’s key accounting policies and estimates, as well as the application of these.
Investment properties
For important assumptions and estimates in connection with valuation of investment properties see note 13, Investment properties.
Balder reports its properties according to the fair value method which means that changes in value are recognised in the income state- ment. Thus the results can be affected considerably.
Balder performs an internal valuation of the properties in connection with each quarterly report. To guarantee the internal valuation in con- nection with the annual accounts, Savills Sweden AB has valued proper- ties in the real estate portfolio corresponding to more than 22 per cent of Balder’s internally estimated fair value.
Taxes
Balder controls loss carry-forwards which derive from operations that were conducted previously. Furthermore, there are loss carry-forwards in subsidiaries that own properties. Balder estimates that it will be pos- sible to utilise all loss carry-forwards against future profits, under cur- rent tax rules.
However, Balder cannot provide any guarantees that current or new tax rules will not restrict the possibilities of utilising the loss carry-for- wards.
Classification of acquisitions
IFRS 3 contains a rule that acquisitions must be classified as business combinations or asset acquisitions, which implies that an individual assessment must be made of each particular transaction. The assess- ments of acquisitions made during the year resulted in all transactions being classified as asset acquisitions.
Note 29 • Significant events after the end of the financial year
At the end of December 2011 and in January and February 2012, agree- ment was reached concerning five property acquisitions. The acquisi- tions concern six residential properties in Gothenburg, a block of resi- dential properties in one of Copenhagen’s most attractive residential locations, the commercial property Rosen 9, located at Lilla Torg in Malmö, one residential property in Örestad Syd in Copenhagen as well as one hotel in Lund which is now under construction and expected to be taken over by the company in the beginning of 2014. The properties have an aggregate lettable area of about 115,600 sqm at a value of about SEK 2,400m. The company took possession of the acquisitions in the first quarter 2012, with the exception of the hotel in Lund.
In conjunction with the acquisition of the Rosen 9 property, the
Board of Directors approved a set-off issue on the date of possession. The issue totalled 1,000,000 preference shares, at an issue price of SEK 265 per share, to the seller.
The seller of the property had entered into an agreement to resell these preference shares to Swedbank, which in turn had decided to offer the preference shares for sale in an offer to the public in Sweden and institutional investors in Sweden and abroad.
The offer was oversubscribed several times and finally about 3,400 individuals and institutional investors were allocated preference shares in Balder.
In February, a sales contract was signed, with a value of SEK 64m, concerning a site leasehold right in Stockholm with a lettable area of about 5,200 sqm.
Note 27 • Receivables/Liabilities from/to group companies
Receivables Liabilities
Parent Company, SEKm 2011 2010 2011 2010
Opening balance 6,053 3,831 2,124 397
Change in lending to subsidiaries 2,454 2,222 186 1,726
Closing balance 8,507 6,053 2,310 2,124 There is no fixed amortisation plan.
Note 28 • Related parties
Related parties
Group
The Group is under the controlling influence of Erik Selin Fastigheter AB which holds 52.4 per cent (55.3) of the votes in the Parent Company Fast- ighets AB Balder. The Parent Company in the largest group of which Bal- der is part is Erik Selin Fastigheter AB.
Parent Company
Apart from the related parties shown for the Group, the Parent Com- pany has controlling influence over subsidiaries according to note 26, Participations in group companies.
Summary of related party transactions
Group
Erik Selin Fastigheter AB has purchased property-related administrative services from Balder for SEK 2m (1). The services are priced based on market-related terms.
Erik Selin Fastigheter AB and its subsidiaries control about 20 per cent of the votes in the listed company Catena AB (publ). In the report of the Board of Directors, the section significant events during the finan- cial year describes property acquisitions from Catena AB. No other transactions have occurred with Catena AB.
Parent Company
The Parent Company has performed property-related administrative servi- ces on behalf of its subsidiaries amounting to SEK 69m (61). The Parent Company functions as an internal bank. On the closing date, receivables from subsidiaries amounted to SEK 8,507m (6,053). The transactions within the Group are priced at cost price.
Associated companies
Apart from the above-mentioned related parties, Balder owns 25 per cent of Bergsspiran AB and 50 per cent of Fastighets AB Centur and of Akroterion Fastighets AB. The Group also holds 50 per cent of Tulia AB as well as Bovieran Holding AB via Balder Storstad AB. See note 15, Par- ticipations in associated companies.
During the financial year, Fastighets AB Centur and Tulia AB purchased management and administrative services from Balder amounting to SEK 11m (1). The services are priced based on market-related terms. Net receivables from associated companies amounted to SEK 365m (87) on the closing date.
Transactions with key people in executive positions
The company’s Board members and companies owned by these mem- bers control 72.2 per cent (76.7) of the votes in Balder. With regard to the Board, CEO and other employees’ salaries and other remuneration, expenses and agreements relating to pensions and similar benefits as well as agreements in respect of termination benefits, see note 4, Employees and personnel expenses.
FASTIGHETS AB BAldEr AnnuAl rEporT 2011 81
The annual accounts and the consolidated financial statements were approved for issuance by the Board of Directors and CEO on 10 April 2012. The consolidated income statement and balance sheet and the Parent Company income statement and balance sheet will be subject to adoption by the Annual General Meeting on 9 May 2012. The Board will propose to the Annual General Meeting that no dividend (—) be decla- red for ordinary shares and that a dividend of SEK 20.00 per share (—) be declared for preference shares for the financial year 2011.
The annual accounts have been prepared in accordance with gene- rally accepted accounting principles in Sweden and the consolidated accounts have been prepared in accordance with the international
accounting standards IFRS referred to in the European Parliament’s and Council’s regulation (EC) No. 1606/2002 from 19 July 2002 on applica- tion of the international accounting standards. The annual accounts and consolidated accounts give a true and fair view of the Parent Company’s and Group’s financial position and results of operations. The Board of Directors’ report for the Group and the Parent Company provi- des a true and fair review of the development of the Group’s and the Parent Company’s operations, financial position and results of opera- tions and describes material risks and uncertainties facing the Parent Company and the companies forming the Group.
Gothenburg, 10 April 2012
Christina Rogestam
Chairman of the Board
Sten Dunér Fredrik Svensson Anders Wennergren
Board member Board member Board member
Erik Selin
Board member and CEO
Our audit report was submitted on 10 April 2012. Öhrlings PricewaterhouseCoopers AB
Bengt Kron
Authorised Public Accountant
Note 31 • Information about the Parent Company
Fastighets AB Balder (publ) is a Swedish-registered limited liability company with its registered office in Gothenburg. The Parent Company’s shares are registered on Nasdaq OMX Stockholm, Mid Cap. The address of the head office is Box 53121, 400 15 Gothenburg. The
visiting address is Vasagatan 54.
The consolidated accounts for 2011 include the Parent Company and its subsidiaries, together referred to as the Group.
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Audit report
To the Annual General Meeting of Fastighets AB Balder (publ) Corp. identity no. 556525-6905
Report on the annual accounts and consolidated accounts We have audited the annual accounts and consolidated accounts of Fastighets AB Balder (publ) for 2011. The company’s annual accounts and consolidated accounts are included in the printed version of this document on pages 48–81.
Responsibilities of the Board of Directors and Chief Executive Officer for the annual accounts and consolidated accounts The Board of Directors and the Chief Executive Officer are responsible for the preparation and fair presentation of these annual accounts and consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the European Union, and the Annual Accounts Act, and for the internal control that the Board and the CEO deem necessary to be able to prepare annual accounts and consolidated accounts that are free from material misstatement, whether resulting from fraud or error.
Responsibilities of the auditors
Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing stan- dards in Sweden. Those standards require that we adhere to professional ethics and that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evi- dence supporting the amounts and disclosures in the annual accounts and consolidated accounts. The auditor determines which actions to perform, in part by assessing the risk of mate- rial misstatement in the annual accounts and consolidated ac- counts, whether resulting from fraud or error. In making those risk assessments, the auditor considers the components of in- ternal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated ac- counts to devise audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opini- on on the effectiveness of the company’s internal control. An audit includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board and CEO, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our audit opinion. Opinions
In our opinion, the annual accounts were prepared in accor- dance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the Parent Company at 31 December 2011 and the results of its operations and its cash flow for the year in accordance with the Annual Accounts
Act. In our opinion, the consolidated accounts were prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the Group at 31 December 2011 and the results of its operations and its cash flow in accordance with IFRS, as adopted by the EU, and the Annual Accounts Act. The Board of Directors’ report is consis- tent with the other parts of the annual accounts and the con- solidated accounts.
We therefore recommend that the Annual General Meeting adopt the income statement and balance sheet for the Parent Company and the Group.
Report on other legal and regulatory requirements
In addition to our audit of the annual accounts and consolida- ted accounts, we have examined the proposed allocation of the company’s profit and the Board of Directors’ and CEO’s admi- nistration of Fastighets AB Balder (publ) for 2011.
Responsibilities of the Board of Directors and Chief Executive Officer
The Board is responsible for the proposal to allocate the company’s profit or loss, and the Board and CEO are responsible for administration in accordance with the Companies Act. Responsibilities of the auditors
Our responsibility is to express an opinion with reasonable assurance on the proposed allocation of the company’s profit and on the administration based on our audit. We conducted our audit in accordance with generally accepted auditing stan- dards in Sweden.
As a basis for our opinion on the Board of Directors’ proposal to allocate the company’s profit, we examined the Board’s sta- tement of justification as well as a sample of supporting docu- ments to be able to determine whether the proposal complies with the Companies Act.
As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolida- ted accounts, we examined significant decisions, actions taken and circumstances of the Company to determine whether any member of the Board or the CEO is liable to the Company. We also examined whether or not any member of the Board or the CEO had in some other way acted contrary to the Companies Act, the Annual Accounts Act or the company’s articles of association.
We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our audit opinion. Opinions
We recommend that the Annual General Meeting allocate the earnings in accordance with the proposal in the Board of Directors’ report and discharge the members of the Board and the CEO from liability for the financial year.
Gothenburg, 10 April 2012
Öhrlings PricewaterhouseCoopers AB Bengt Kron
FASTIGHETS AB BAldEr AnnuAl rEporT 2011 83
Corporate Governance
Corporate governance in Swedish listed companies is governed by a combination of written rules and practice. The rules and regulations are mainly derived from the Swedish Companies Act but also the Swedish Code of Corporate Governance and the rules applicable to listed companies.
Some of the Code’s principles are to create a good basis for exercise of an active and responsible ownership role and to create a well-adjusted balance of power between owners, the Board and the executive management, which Balder views as a natural element of the principles for the operations. The Code also means that certain information must be made available on the home page.
Articles of Association
The company’s name is Fastighets AB Balder and the company is a public company (publ). The registered office of the com- pany is in Gothenburg.
The company’s objects shall be directly or indirectly, through wholly-owned or part-owned companies, to acquire, manage, own and divest real property and securities and carry on other activities connected therewith.
The articles of association, which are available on Balder’s home page, among other things, contain information regarding share capital, number of shares, class of shares and preferential rights, number of Board members and auditors as well as provi- sions regarding notice and agenda for the annual general mee- ting.
Annual General Meeting
The Annual General Meeting is the company’s highest decision- making body in which the shareholders exercise their rights to decide on the affairs of the company. The Board and auditors of the company are elected by the annual general meeting accor- ding to the proposals of the nomination committee. The annual general meeting also passes resolutions regarding amend- ments of the articles of association and regarding change in the share capital. The annual general meeting was held on 6 May 2011 in the “Palace house” (Palacehuset) in Gothenburg and shareholders representing a total of 76 per cent of all votes attended.
The annual general meeting adopted the financial state- ments for 2010 and discharged the Board and CEO from liability for the financial year 2010. The proposal of the Board to not declare any dividend to the ordinary shareholders and provided that the company issues preference shares during the period until the next annual general meeting, to declare a quarterly dividend of SEK 5 per share, however, to a maximum of SEK 20, was adopted by the annual general meeting. The annual mee- ting also approved the Board’s proposal for a 1:2 bonus issue, i.e. two old shares give entitlement to one new share of each class. The annual meeting resolved on amendment of the artic- les of association according to the convening notice. In addi-
tion, the annual general meeting resolved that the Board for the period until the next annual general meeting has been held, shall consist of five ordinary members without deputy members and that the Board shall receive fixed directors’ fees of SEK 420,000, of which SEK 150,000 to the Chairman and SEK 90,000 to the other Board members that are not employed in the company. The amount includes remuneration for commit- tee work.
The meeting re-elected Christina Rogestam as a Board mem- ber and Chairman and re-elected Erik Selin, Fredrik Svensson, Sten Dunér and Anders Wennergren as Board members. All members are elected until the annual general meeting 2012.
The annual meeting resolved to approve the Board’s propo- sed guidelines for remuneration to senior executives. The mee- ting resolved to authorise the Board to decide on new issue of not more than 5,000,000 preference shares and/or shares of Class B corresponding to not more than 10 per cent of the exis- ting share capital. The new issue shall be used by the company for payment of acquisitions of properties or acquisition of sha- res or participations in legal entities that own property or in order to capitalise the company ahead of such acquisitions or to capitalise the company in other respects.
The annual meeting also resolved to authorise the Board to decide on repurchase and transfer of the company’s own sha- res for the purpose of adjusting the company’s capital struc- ture and for transferring own shares as payment or for finan- cing of property investments. Minutes taken at the annual general meeting on 6 May 2011 are available on the company’s home page.
The annual general meeting for 2012 takes place on 9 May in Elite Park Aveny Hotel, Kungsportavenyn 36–38 in Gothenburg. Information concerning the annual general meeting is publis- hed on the home page.
Share capital
Balder has, apart from a 1:2 bonus issue of ordinary shares, car- ried out two new issues during the year, of which one related to 10,050,000 ordinary shares of Class B and the other related to 4,000,000 preference shares. Balder’s share capital on 31 December 2011 amounted to SEK 166,396,852 distributed among 166,396,852 shares. Each share has a quota value of SEK 1.00, of which 11,299,432 are of Class A and 151,167,420 of