6. Recolección y procesamiento de la información
6.1 Recolección de la información
active support to the Executive Board. Market conditions were below expectations in the final quarter of 2013, necessitating further restructuring, especially in the Netherlands and in Grontmij’s remaining activities in France. At the beginning of 2014, Grontmij introduced a rebalanced ‘Back on Track’ strategy that included additional restructuring measures, portfolio optimisation and a programme to accelerate improvements in the Netherlands.
To be able to execute the strategy, Grontmij needed a solid financial framework, for which agreement was reached in early 2014 with our major shareholders and banking syndicate. With support from major shareholders, Grontmij was able to raise € 40 million through a private placement of 6,032,500 new ordinary shares and a private placement of 5,459,246 convertible cumulative preference shares. Moreover, the Credit Facility was amended, providing for additional liquidity and adjusted covenant schedule reflecting the seasonal pattern of Grontmij’s operations. The Supervisory Board was closely involved in the private placements and provided input and ultimately approved both the proposed equity issue and amendment of the Credit Facility. Although primary contact with shareholders is the responsibility of the Executive Board, the interim chairman of the Supervisory Board also had some meetings with major shareholders during this period. By taking prompt action on funding, the Group was able to secure sufficient liquidity to execute strategy and create adequate headroom with regard to the financial covenants.
Group goals and strategy
During 2014, the Supervisory Board has continued its strong focus on the further implementation of the ‘Back on Track’ strategy. The first phase of the ‘Back on Track’ strategy is designed to achieve a comprehensive restructuring of the Group so that Grontmij is well positioned to achieve the next phase: realising profitable growth.
At the start of 2014, significant progress had been made on restructuring during the two preceding years. However, in spite of clear improvements, both the Supervisory and Executive Board concluded the Group was not moving
forward rapidly enough. As in previous years, weak market conditions in the Netherlands and France, required prompt action. The challenge was and remains the fact that expected market improvements have still to materialise. This requires the Group to continually adapt the organisation to prevalent market conditions. As a result a longer-term vision for the Group’s remaining activities in France was approved by the Supervisory Board. Following ongoing restructuring during 2014, these activities are now presented as ‘held for sale’. Due to lower business volumes, further downsizing in the Dutch organisation has again proved essential. The reorganization of the Dutch operation was accelerated, aimed at repositioning towards more attractive market and client segments. Cost efficiencies were further identified and implemented. In addition, at the end of 2013, a cost benchmark per country had been carried out and, based on findings, a Group-wide best practice was established. The Supervisory Board discussed and closely monitored identified targets for each country. The additional cost savings in 2014 amounted to € 16 million with a related one-off cash out of € 7million. Further savings are expected in 2015 and beyond. A key financial goal is to realise EBITA of between 6 and 8% in 2016. At 2.2% in 2013, achieving the stated goal required accelerated action. All the implemented efficiencies have led to improvements in 2014 and Grontmij has reported growth in EBITA, excluding exceptional items, of 14%.
Risk management
During 2014, the Supervisory Board was regularly informed on progress on the implementation of Grontmij’s Enterprise Risk Management (ERM). ERM is fully aligned with the Group’s ‘Back on Track’ strategy. Fraud and prevention safeguards continued to be a topic in 2014, also in light of the establishment of an internal audit function and audit plan (see the ERM section of this report). The Supervisory Board was involved in the selection of an internal auditor
and approved the audit charter and plan. Detailed discussion on the most appropriate and efficient approach to Group insurance was a Supervisory Board topic in 2014. The same applies for succession planning.
Financial performance
Key Supervisory Board topics throughout the year include financial performance, cash flow and working capital. There
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are regular scheduled SB meetings ahead of all key reporting
dates. Performance against budget and the Group’s financial position are closely monitored and reviewed at each meeting. The chairman of the Audit Committee met with the auditors at regular intervals and the auditors were present at the meetings with the Supervisory Board where the full year and half year results were discussed. Cost-reduction programmes and trade working capital were recurring items in discussions with management. Due to the slower than expected recovery of Grontmij’s margins and the necessary additional restructuring in 2014, the Executive Board proposed and the Supervisory Board approved an extension of the strategy period to 2016. As a result Grontmij extended and reconfirmed the margin and revenue targets and set a new target for TWC.
Compliance with regulations
Grontmij adheres with only one exception to the Dutch Corporate Governance Code and adopts, where appropriate, recommendations issued by its Monitoring Committee. There is a section in this report that explains exceptions
which were further reduced to a single item in 2014 due to the appointment of Karin Dorrepaal as vice-chairman of the Supervisory Board and chairman of the Remuneration and Appointment committee.
Relationship with shareholders
A policy is in place to regulate the relationship with shareholders, potential investors, analysts and the media. The Supervisory Board is informed about investor relations developments on a regular basis and, when appropriate, plays a role in bilateral contacts with stakeholders.
Corporate Responsibility
The Supervisory Board oversees Grontmij’s approach to Corporate Responsibility (CR). Due to the nature of the Group’s activities the vast majority of Grontmij projects have an environmental and potentially social impact. This is reflected in ‘social and environmental sustainability’ as one of the Group’s material aspects and Grontmij’s gradual implementation of version 4 of the Global Reporting Initiative in the coming years.
Diversity overview Supervisory Board Grontmij N.V.
Key areas of expertise
Name Year of birth Gender Nationality Date of initial appointment CEO e
xperience in
listed en
vironment
International experience Commerce and mark
eting
Finance and economics Go
vernance and
law Professional Se
vice
Industry Technical background Labour matters and social relations Activ
e management
Jan van der Zouw 1954 M NL 2012 √ √ √ √ √
Karin Dorrepaal 1961 F NL 2013 √ √ √ √ √ √
René van der Bruggen 1947 M NL 2010 √ √ √ √ √
André Jonkman 1954 M NL 2013 √ √ √ √
Diversity overview Supervisory Board Grontmij N.V.
Key areas of expertise
Name Year of birth Gender Nationality Date of initial appointment CEO e
xperience in
listed en
vironment
International experience Commerce and mark
eting
Finance and economics Go
vernance and
law Professional Se
vice
Industry Technical background Labour matters and social relations Activ
e management
Jan van der Zouw 1954 M NL 2012 √ √ √ √ √
Karin Dorrepaal 1961 F NL 2013 √ √ √ √ √ √
Christine Wolff 1960 F GE 2015 √ √ √ √ √ √ √
André Jonkman 1954 M NL 2013 √ √ √ √
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Grontmij Annual Report 2014
Energy
Sweden
From January 2014, Grontmij has been consulting and providing multi-discipline services to high-tech, international engineering Group Sandvik in Sweden. Sandvik offered Grontmij a two-year preferred supplier framework agreement, with the option of a one-year extension for a range of services. These include mechanics, process systems, electricity, automation, buildings, infrastructure and project and programme management. All areas where Grontmij has proven track record, not least with Sandvik. Grontmij has been delivering projects for the Group for some years. The aim is to continue for the years to come.