DSV A/S (DSV) Earnings Call Transcript & Summary
March 14, 2024
Earnings Call Speaker Segments
Thomas Plenborg
executiveGood afternoon, everyone. Dear shareholder, welcoming to this Annual General Meeting here in Hedehusene, and thank you for showing up physically. Also to the ones joining us online, welcome and to our employees on the back balcony, also welcome to you guys. This AGM will be a little different from we are used to because it will be held in English. That means that our discussion and presentation will be in English. This follows our Articles of Association that allow us to speak English. And also our investor base are broadly speaking from outside Denmark.83% of our shareholders are living outside this country. English is also the corporate language in DSV and also in the Board room where we have 2 non-Danish persons on board, who do not speak Danish as well. For those participating here in Hedehusene who prefer to have the translation into Danish, there'll be an option with a headset if that is preferred. And if you don't have it yet, you should just go to one of the nice people we have around here, and they will help you with the headset. With that introduction, I will pass on the word to you, Attorney Simon Milthers, who we have chosen to chair this general meeting. And thank you, Simon.
Simon Milthers
attendeeThank you very much, Thomas and to the Board of Directors for appointing me as meeting Chair of this Annual General Meeting in DSV. I look forward to carrying out this Annual General Meeting in an expectedly orderly manner. As just pointed out by the Chair, please note that, as stated in the convenience of this meeting, the Notice of the General Meeting, the Board of Directors has decided that the presentations and discussions will, at this annual meeting, be conducted in English. But as also mentioned by the Chair, there are translation opportunities. And I will say this one sentence in Danish for those who absolutely do not understand in English. [Foreign Language] If anybody needs to please grab your headsets from just over here. Agenda of the Annual General Meeting. We do have a few formal tasks to go through. Namely, we need to determine whether the general meeting is duly convened and legally competent to transact the business that is comprised by the agenda of today. Prior to this Annual General Meeting, I have noted that the notice convening the general meeting was published in due time and that it probably satisfies the requirements in the Articles of Association and in the Danish Corporate Act. For the sake of good order, I can confirm -- inform that immediately before we commenced the general meeting, it was registered that 78 shareholders, not including anyone coming together with a shareholder are physically present at the general meeting here today. I can furthermore inform you that approximately 71.11% of the votes and share capital of the company is today represented that excludes the treasury shares. Hearing no objections, I therefore conclude that the Annual Meeting is duly convened and legally competent to transact the business as comprised by the agenda. Thank you. I will record that in the minutes of the meeting. Also, I can inform you that the Board of Directors has received postal votes and proxies equivalent to more than 99.4% of the votes also after deduction of treasury shares. At this point, I can, therefore, inform that the Board of Directors' proposals and recommendations as well as the shareholder proposal under Item 8.4, enjoy great and full support by the votes cast in advance of the general meeting and thus will be adopted. The final figures, as I have mentioned here now, will be shown, obviously, in the minutes of the general meeting. Section 101 subsection 5 of the Danish Companies Act, which requires a full account of the voting to be provided for every resolution adopted at this meeting. Even if, as just stated, the results are clear already must be mentioned and I propose that we, as in previous years and as this practice here in DSV and Danish General Meetings, deviate from providing a full account of the voting for every resolution adopted. Hearing no objection, I will assume that the general meeting again this year in accordance with previous practice, agrees with this proposal. Thank you. If at any point in time, anyone wish to speak, I have the word when I give the opportunity to do so, please probably address yourself to me and show your identification, the access card that you are presented with when you arrived, registered yourself up here. Now this leads us to a -- to today's agenda, which is as follows: Item 1, report of the Board of Directors and the Executive Board of the company's activities in 2023, and Item 2, presentation of 2023's annual report with the audit report for adoption. Item 3, resolution on application of profits and covering of losses as per the adopted 2023 annual report. Item 4, approval of the proposed remuneration of the Board of Directors for the financial year 2024. And Item 5, presentation and approval of the 2023 remuneration report. Those first 5 points of the agenda, I will later on refer to as the introductory items of the agenda. Item 6 is election of members of the Board of Directors. Item 7, election of auditor; and Item 8, proposed resolutions, and we have this year for such proposals, namely reduction of the share capital and amendment of Article 3 of the Articles of Association; and 8. 2 authorization to acquire treasury shares; 8. 3 indemnification program, which includes 2 sub-items adoption of the indemnification program and the corresponding and necessary amendment of the Articles of Association. Item 8.4 is a shareholder proposal on reporting on human rights and labor rights. And finally, we will conclude the annual meeting with any other business item 8. As it is common practice in DSV, the introductory items I just mentioned on the agenda, namely Items 1 through 5 are processed jointly and brought up for debate jointly. The items are listed on the screen before you and should also be visible now to those who are viewing online. The Chair of the Board of Directors, Mr. Thomas Plenborg, will present the first part of the management's report, followed by CEO, Jens Lund, who will present the remainder of the management's report. Finally, CFO, Michael Ebbe, will present the annual report for 2023 for approval, including the ground for the proposal for appropriation of profit and distribution of dividends. I will now give the floor to the Chair of the Board of Directors, Thomas Plenborg. Please, Mr. Chair, the floor is yours.
Thomas Plenborg
executiveThroughout '21 and '22, the transport markets were characterized by significant disruption, tight capacity, high freight rates and leading to an extraordinary high increase in our earnings. Last year, we saw a gradual return of the markets to more normal levels, resulting in a decrease in our earnings compared to 2022. This aligns well with our expectations and was included in our financial guidance for the year. Considering the market conditions, we delivered good results across all business areas. And this could not have been possible without the exception of the dedication, hard work of our employees who make a difference every year, and I would like to use this opportunity to thank everyone also listening in here. A warm -- thank you a lot to you. We have now embarked in 2024, and DSV is well positioned and ready to navigate the continuously challenging market and the opportunities it will give us. Our CFO, Michael Ebbe, will provide a more detailed overview of the financial results. On behalf of the Board of Directors, I can say that we are pleased with the performance last year. Last year, we also announced the appointment of Jens Lund as group CEO effective in 2024. Following a seamless transition period, we set very well to our former Group CEO, Jens Bjorn Andersen on February 1. I'd like to take this opportunity to express my gratitude to Jens Bjorn for his outstanding tenure. During his leadership the last 15 years, DSV has become one of the leaders in our industry. Alongside our dedicated team, Jens Bjorn has been instrumental in this success. With our vision anchor in a sustainable growth, we entrust Jens Lund to lead the future direction of DSV. He's more than 20 years in the company as Group CFO and as Group CEO, underscores his invaluable contribution to the company's development. During the past year, Jens Lund has been the architect as the CEO with this innovative approach and profound industry knowledge, the Board of Directors unanimously believe Jens is the ideal CEO candidate and a new management -- sorry, to drive this company forward. With Jens Lund assuming the role as group CEO, a new management team has been set. This includes Brian Ejsing. Brian, warm welcome to you. The new face on the table here and who has taken the role as COO. Brian was previously the CEO of our Solutions division, that's our warehouses and brings comprehensive knowledge of the company and a profound industry expertise. At the same time, we have implemented a few adjustments in the management Chair just beneath the Executive Board. This not only delegates greater responsibilities to the upcoming group of talent, but also demonstrates our robust internal talent pipeline, and that's a great pleasure to observe. Jens and his new team will focus on further developing and growing DSV. Our overall strategy and business model remain unchanged. The same goes for our capital allocation policy. We will always seek value-creating opportunities. And when this is not possible, we will return the capital to our shareholders. And we did so in 2023, where we bought back share capital equal to 5%, and we're proposing a dividend of DKK 7 per share for 2023. In 2023, we also announced our plans of a JV, joint venture with NEOM, aim at providing comprehensive transport and logistics services to the ambitious development of the NEOM region in Saudi Arabia. The project represents an exciting opportunity in one of the world's highest growth regions for the coming years. NEOM envision to be a region comparable to the size of Belgium, will accommodate 9 million people and will also generate an unprecedented need for our services within transport and logistics solutions, and demand to which we will bring our expertise. Our commitment to the project stems from our belief in a strong business case -- strong business rationale from a financial point of view, where we expect to yield very attractive returns over time. We fully recognize that this venture entails risk concerning labor and human rights are considerations fairly deliberated by both Board of Directors and the executive management. Ultimately concluding that these risks are manageable as we are committed to our code of contact and our stands on human rights, which have been fully implemented into the agreement with NEOM. A shareholder proposal today concerning human rights and labor rights is on -- yes, on today's agenda, a proposal that we and the Board fully support recognizing the importance of transparency on these critical issues. We are committed to address any concerns regarding environmental, social and governance aspect of this project to the very best of our ability. I'll leave it to Jens Lund to provide further insights to the JV with NEOM later on. The green transition of DSV remains a key focus area, also in the boardroom. Last year, we announced our ambitions to achieve net zero carbon emissions by 2050, alongside CO2 reduction targets for 2030. In 2020, we have spent the time developing a comprehensive road map how to reach these targets and implement initiatives to enhance energy efficiency, optimize supply chains and increase renewable energy production. Our commencement of DSV Energy, a new unit in our group, exemplifies our commitment as we capitalize on our expansion rooftop. Remember, we have more than 8 million square meters, where we want to install solar panels among other things. This enable us to power our facilities with self-generated energy and lays the foundation for future charging infrastructure of our electric vehicles. Furthermore, we have introduced customer-oriented initiatives, such as incorporating CO2, CO2 reporting on all our invoices, which creates transparency and give our customers insights into their emissions footprint. With a footprint spanning over 80 countries and more than 160 nationalities, diversity, inclusion and employee satisfaction are a cornerstone of our organizational culture. To monitor our progress in these areas, we again in 2023, conducted a global employee survey, seeking feedback from our employees on their experiences working for DSV and how they view our company. This invaluable feedback give us insights into our employees' wellbeing, perceptions and guide our efforts to continuously enhance our working conditions. We are pleased that our employees in 2023, score DSV higher than the benchmark on key areas such as satisfaction, motivation and loyalty. Last year, the proportion of female leaders across DSV increased from 32% to 34%. The 34% female leaders was reviewed against the fact that 38% of all employees in DSV are female. This means that we are narrowing the gap between our female -- of the female population and the percentage of female leaders by only 4% -- to only 4%. Last year, we set the ambition that 40% of the executive management must be female by 2030 and we remain dedicated to reach the 40%, also recognizing that creating a robust pipeline of female candidates will take time and focused effort due to the historical gender distribution we have in our industry and especially with P&L positions. Each year, the Board of Directors conducts a self-assessment based on 1 of 3 principles changing every third year, where we consider areas such as work and results, composition, collaboration with the Executive Board, succession planning, the role of the Chairman and future areas. And in 2023, this assessment was completed with a good result. While such assessment may not always result in significant changes, we believe it is beneficial to periodically step back and evaluate our situation to ensure that we maintain a strong team with effective collaboration and the right competencies. We have established a robust team whose members complement each other -- who will, I'm pleased that all members are committed to continuing their service also in 2024. Lastly, I will address the remuneration for both the Executive Board and the Board of Directors. In 2023, the remuneration for both the Executive Board and the Board of Directors adhere to our policy within the area and which was adopted by the General Meeting in 2021. Members of Board of Directors, that's us, setting up in the front, we received a base fee of DKK 600,000 in 2023, and we propose that this fee remain unchanged in 2024. As for the Executive Board, the remuneration was higher last year as former CEO in accordance with our policy received termination benefits equivalent to 2 years of compensation. At DSV, we have a share option scheme for approximately 2,500 of our employees. We consider this as an excellent tool to incentivize and also retain key talents in our group. And that ensures that their interest aligned with those of our shareholders. Over the past many years, our company has performed well, leading to an increase in value of these options, benefiting our employees and shareholders alike. Due to this positive performance, we modified the allocation scheme and reduced the number of options granted in 2021 by 25%. For further details, please refer to the remuneration policy and the remuneration report for 2023, both of which are available on dsv.com and have been provided with the notice of this AGM. And with that, Jens Lund, I will pass on the word to you.
Jens Lund
executiveThank you very much. And also from my side, a pleasure to see you all and also a pleasure to see all our staff here as well on the balconies. And how -- okay, great, you put it a little bit higher. So is that how we do it here? So I'll go through the annual report of DSV and do I press the button here to come to the next slide, how does that function? Yes. So first of all, a quick overview of our company. We are present in 80 countries with 75,000 employees in the company. And as you can see, actually, 45,000 of our employees, they come from very overseas for either the Americas or Middle East and Africa or the Asia Pacific area as well. So we are present on all major trades. And basically can serve the requirements of our customers in many of the wide areas through agents. So we are truly a global player in the market. Can we have the next? Yes. So this is an overview of for industry. These are some of our key competitors. And as you can see, we are the third largest player in our industry. It's a highly fragmented industry with basically many players. We have approximately 4% market share. And the larger players, as you can see up here, we account for 30% to 40% of the global market. So it's still very unconsolidated and a very fragmented industry. I got -- so basically, our group, we produce three major services. So we produce, Air and Sea freight. It's our largest division. We produce Road freight. This is actually the foundation of our company. We used to be a road -- and then the last division, obviously, Solutions or our warehousing division. We had basically a result where we produced a revenue of more than DKK 150 billion and an EBIT result, which is something that we care much about of DKK 17 billion. The largest division, Air and Sea produced DKK 93 million in revenues and a little bit more than DKK 13 billion in EBIT. Road, almost DKK 40.38 billion and more than DKK 2 billion in EBIT, and Solutions, DKK 23 billion in revenue and here DKK 2.3 billion in EBIT. We can say now that we've seen all the accounts of our peers, that we also in '23 can standard test of comparison to any of our peers. Results that basically many of the people you see on the balconies, plus many other colleagues, as I just elaborated on, around the globe, have been actually in a very tough market, pretty good. So I think we can all be very proud of what has been achieved. And the freight markets seem also in the coming year to be a little bit tougher. As our Chairman, Thomas, just explained, '21 and '22, they were quite extraordinary in the years. And now it seems like we come into a more normal territory where we will still grow fairly fast, but not with the same pace as we saw in the previous couple of years. So we now have a guidance between DKK 15 billion and DKK 17 billion for '24. And if we've seen the results reported by our peers, I think delivering on this, which we plan to do, will be a very, very tough mark to beat in '24. So here's our purpose, I think also looking back at '21, '22, perhaps we were a little bit uncertain about our purpose, but it's clear that through these difficult times, we kept basically the supply chain following of our customers, keeping their businesses running -- was very, very tough, but we made it happen. We also actually managed to move things that we needed in society, so we also were vital in keeping basically countries running as well so that we got the protective equipment for the hospitals and many other things, delivered in a very professional way. We're also writing our purpose that it's in a world of change. And I think that's the only constant that we have when we run the company. It is that we see change all the time. And then we adapt with our very professional staff so that we take and discover what is the situation discussed with our customers, how do we then react and then basically, we make it happen. So as I just explained a little bit about our purpose, then our vision is sustainable growth. We can't operate in the company in such a way that over time is not sustainable what we're doing. Furthermore, it's of critical importance that we keep true to our roots. And throughout the years, we have been focusing on operational excellence so that we have efficient processes and we can create value. This value can then be shared between our internal stakeholders, employees, shareholders, customers basically, if we do something well, there's enough value for everybody. Currently, we focus on the global network that we have in the company, it's a strategic focus area, so as to grow this network for road, it's the LCL network for sea freight, it's the freighter network for airfreight. And actually also, we have a network business in Solutions where we run our warehouses, multi-client sites, and we can serve them basically with the same setup in multiple locations throughout the globe. And why are we here? We are here because we serve our customers. So we have a strategy where we try to collaborate with them in a way so that is seamless and they can get in contact with us fairly easily, either via digital products, but certainly also via control towers and so that we actually also have vertical expertise and have deep insights to what they're doing. Then the next pillar has been for many years, M&A. We've been able to buy multiple companies and integrate them with great success, leaving us with an even stronger company after we've integrated the companies that we had acquired. This is actually something that is fairly unique, not many companies can do this, and we feel an obligation to use these competencies whenever it's possible. Then it's the people's business, all what we're doing rests on very good people, our staff. They do an excellent job throughout the globe. And when I meet our teams, it always makes me proud how much they care about our colleagues, about their colleagues or their customers and also the job that they're actually doing. So it's really the foundation. Sustainability, yes, we need to save resources in all aspects and do things in sustainable ways. We have focused more and more on this. But actually, when I started in DSV more than 20 years ago, sustainability was already on the agenda. So it's not something new for us, we had sustainability reporting at that time. But of course, now that is much more important in society, I think our focus has certainly also increased. And then digitization. In order to drive the productivity up so that we still can deliver the services at the right level, but also at the right cost, we need to digitize our infrastructure even further. Of course, this is possible because we get access to new technologies, could be APIs where we connect to our customers, could be, for example, artificial intelligence, which is something that is very much in focus right now. And there are many other areas where we can digitize even more than we do now. People there often ask whether it's not something that will mean that we will lose jobs. And in reality, of course, if we digitize certain functions, we will need few employees to handle the same number of transactions. But as we grow, we still need more employees. And I think we see in society that labor is a shortage, so it's very important also from that angle that we make sure we can keep up our service levels and that we still have sufficient staff available. So digitization is crucial for us. If we look at basically the sort of strategy that we have is very much around delivering growth and actually also outperforming the market. In order to do this as part of our strategy, we have a major customer segmentation, where we have sort of seen how many customers do we have of this size and how is basically our customer portfolio segmented. And we will then offer structured approach to this so that the service catalog is basically tailor-made to the different levels in the hierarchy so that we make sure that the customers that get the right service level as per their expectations and also how we can actually deal with them in a very efficient way. And our customers, they actually like that we know their business. So we've also changed the vertical setup that we have and actually made them global. So that the customers when they work with us, they feel that it's consistent, whether they work with us in country A, B, C, and that's really important as well. And then account management, it's important that we also here have an approach that matches what the customer requires. So if you are an enterprise customer that work with us on a global level, you need to have account management that reflects this and if you are a customer that just would like to book 1 pilot, perhaps it's easier to do it digitally, then basically to have to speak to many people on the phone. So of course, we have adjusted this approach so that it's easier to do business with us. And then I think what is important is that we also cross-sell so that basically, we show our customers our capabilities in the divisions and that we can actually bundle the products or services so that we use them across and basically create a better product for customers. I think there's a little movie on one of our verticals. It's actually called technology, but it's specifically about semiconductors. I don't know if you can turn it on for me here. [Presentation]
Jens Lund
executiveSo in order to produce these semiconductors, you need a very specialized supply chain that actually can keep these factories running. We -- you just had a little movie up here showing what it actually is that the semiconductors, they do, and we are one of the largest player within this. We need freighter capacity. We need ground handling capacity in the airports. We need specific trucking capacity. We need specific warehousing capacity as well to do this. And most of all, you need to understand the semiconductor industry as well. So for example, here, we would have specific teams that handle such movements. We have multiple of these capabilities that actually helps us to serve these very important industries. Then something that we also announced last year, the NEOM joint venture. NEOM is a project where you build actually a city in the middle of the desert, actually near the ocean. And actually on the other side, you can see Sharm El-Sheikh for those of you that have been there on vacation. So it's in this area that we are talking about. And it's a very, very audacious project where you try to build a city for 9 million people from the ground and up, and it has to be fully sustainable once it's built. And the thing is you can't build a city like this with the pace that you have unless that you actually consolidate the logistics flows and we were part of a process where many of our competitors were participating as well. And they actually gave us the opportunity to become the joint venture part. In the joint venture, we will actually be the exclusive provider to services in the NEOM area from the port to the site, both during the construction phase, but also during end stage. Furthermore, we will use our network. So all the DSV countries, to ship from origin, and we will perform all of origin services and most of the sort of port-to-port services will be handling as well. So it's a really audacious project where we can use all our competencies and all our services to ensure that this project is delivered according to the plans that they have for the project. The project is expected to be operational in Q2 '24. And actually, we're still following the plan. So we're moving some of the first shipments for them now. And actually, we've had so far a very successful deployment of our capabilities, and we expect this to continue. Just to give you an idea, then what we have to move until the end of 2030 is the same as 375 great well bridges. So it is a massive undertaking that we're looking into. So it's both kitchens and it's cement, it's steel, it's all kind of things, glass, as you can see, it's going to be basically a glass facade that will mirror the desert so that in reality, the building shouldn't be too visible. It's 500 meters high. We've also add ESG on the agenda when we talked about NEOM. So it's important that the JV is based on our policies, so human rights policy, our code of conduct or supplier code of conduct as well. Actually, NEOM they have similar policies. So we're not in conflict with them. We will, of course, do orders taking care that everything follows the procedures we have agreed and I think it's also important to understand that we've been operating in Saudi Arabia for more than 20 years, of course, with a smaller setup, then we will have eventually for today, we have than 1,000 people already employed in Saudi Arabia. So it's not a new venture for us. We also right here about transparency, and there's also this shareholder proposal. And I think actually, we are quite a transparent company, and we will continue to increase the disclosure on the different areas also in relation to NEOM. And now a little bit on sustainability, which is also high on the agenda. Of course, the most pressing issue right now is the reduction of our CO2 footprint. As you know, we have a net zero ambition in 2050 and we have the intermediary target here in 2030. So we have established an organization our structure that handles this. It's embedded in our operation. Furthermore, we have the baselines in place, and we are actually working on reducing the footprint. We have road maps for all the vital areas. And so far, we're making good progress. Then on the social side, perhaps is not so much in focus, but it's still very important that we work with diversity, but diversity is many different things. So can be race, can be gender and can be age. There can be many types of diversity. We actually need all the good people we can get in the company. So we can't afford to exclude ourselves from employees that actually are capable of delivering a good job for us. Then we train with our people. We look after them from a health and safety point of view, and we make sure that we follow all the basically labor rights and all the agreements we have with unions, et cetera. We also follow the human rights and engage in a local community. This is very much something that is specific for your country, what is actually is practiced there. Then I think on governance, we don't really deal in compliance in DSV. So it's very important that we carry out business with high integrity and that we create transparency on issues like tax and also that we look after data that we have on behalf of our customers and our employees. I just put this up as well. Later this year, we will open the facility in Horsens, it's actually so large that when we built a facility that we have to take into consideration that the earth is round. So we have to adjust the building from one end to the other end with 4 centimeters. So it tells you a little bit about the size. It's more than 300,000 square meters. We've decided to put solar panels on the roof, and we will produce 35 megawatts, and it's the largest installation of solar panels on roof in the world. So even if we are from little Denmark, we can still do remarkable things and we really look forward to see this into operation. Eventually, we expect that we will use much of this energies to power our own trucks. But in the beginning, we will sell most of it to the market. That was it from me, and I'll now be happy to hand over to Michael, who will give you a little rundown of the numbers.
Michael Ebbe
executiveThank you, Jens. Yes, I will go through the annual report for 2023. I know Thomas promised in the beginning that it will be a detailed rundown, but now Jens has already touched on some of the stuff. So I think I will restrict myself and go through some of the most important highlights of this annual report. And of course, I hope that you have had the opportunity to go through this nice piece of work in further details. One of the first or the first and most likely most important highlight I would like to address is the independent auditor's report. We have received the report from PricewaterhouseCoopers which is our auditors and they have provided the report and concluded that it's -- that financial statements is done in a true and fair view in terms of our financial position, profit and loss, cash flow and the financial statements is made in accordance with all applicable regulation including the ESFS, which is electronic reporting that we also mandatory and that we need to do as well. So that's -- that means that we have reached the highest quality mark of the financial statement, and hence, you can trust all the numbers that are put in there. Next thing I would like to address is a little bit about some of the highlights from the profit and loss account. Jens touched upon the divisional split of the numbers. As you can see, and Jens also explained our EBIT, which is the most important KPI is ended up by DKK 17.7 billion, in line with what we have guided as well. As Jens elaborated, it's a little bit lower than last year due to the performance and the freight rates and the environment that we have. And still, we are doing well if we look at all our peers like Jens also touched upon. Then in order for us to come down from our EBIT and to the net result, we have some financial expenses we have to pay, interest rates. There are also some FX adjustments in that number. And then, of course, we have to pay taxes in all the countries in which we operate. So we have a tax rate around 24.8, so that leads to a net result of DKK 12.4 billion for the entire group. If we -- to the next page here, if you look at some of the key KPIs from our balance sheet, then we have a little more than DKK 174 billion. The equity -- the equity share is DKK 68.7 billion. So we have a solvency ratio of 46.7%, which is a strong solvency that we have here. Our return on invested capital, which is also an area that we, of course, look very much into so we can get some profit on our invested capital, in line with the financial results. It decreased compared to last year. We have employed nearly the same capital in order to get that return. Then we have a gearing ratio of 1.5. This is in all of our capital allocation policy. We have guided that we will have that beneath 2% or 2x, and we are steadily having a 1.5. That gives us also a net interest-bearing debt of DKK 34.5 billion. We have a strong funding in place. We have an average duration of our bonds of more than 7 years. And our interest that we pay on the current financing we have is around 1% in interest rates. So we are -- and it's a good kind of funding that we have in place. So all in all, as the auditors also confirms strong financial position that we have by the end of 2023. Jens touched also on the performance throughout the years. And as you can see here, we have an average of 21% on an annual basis earnings per share increase. So it's also a nice result that we have been able to provide over the years. Then point 3. What should we do with the money that we have earned? Here is important -- these numbers, you can't see those numbers in the financial statements, as such, you need to -- not in this one, you need to go through the parent company's accounts. This is a legal entity that is listed, and that is the legal entity in which we have to pay the dividend from. In that, the results there is DKK 7.8 billion, and we proposed a dividend to the shareholders of DKK 7 per share, which is an increase compared to last year. That's not the only thing that we add back to the shareholders because like in previous years, we have used the money that we have earned to allocate back to the shareholders. So we have, in total, returned to the shareholders more than DKK 15 billion throughout the 2023. Then the remaining part will be kept as retained earnings that in the parent company, we will have a total equity of DKK 37 billion, that corresponds to a solvency ratio of a little bit higher than 45%. So also a solid parent account that we have here. I know that was very quick. And then if there are questions later on, I think we will, of course, answer those. And then I will give the word back to Simon.
Simon Milthers
attendeeThank you, Michael Ebbe, Jens Lund and Thomas Plenborg. A few words from the meetings here on Item 4 and 5 before we open a debate. If we have Item 4, we have it on the screen. The Board of Directors proposes that remuneration of its members for 2024 remain unchanged compared to 2023 with a base fee of DKK 600,000. I generally refer to the notice of the Annual General Meeting for a complete description of the proposal. Looking at Item 5, should mention that Item 5 of the agenda concerns the representation of -- the presentation of the remuneration report. The remuneration report has been available on the company's website since the date of the notice of the Annual General Meeting, and I generally refer to the report. I note that the report concludes that the Board of Directors and the executive management were remunerated in accordance with the remuneration policy in 2023. Before I open the floor for questions and comments. I note that the annual report is signed by the Board of Directors and by the executive management and that the auditor has issued an unqualified opinion of the annual report, as can be seen on Page 90 and 93 of the company's annual report. Without repeating too much, it falls upon the meeting chair also to point out that the Board of Directors proposes that of the profit of the year being DKK 7,845 million, DKK 1,533 million is distributed as dividend corresponding to approximately 19.5% of the profit for the year or DKK 7 per share of nominally DKK 1. The Board of Directors proposes that the remaining profit of DKK 6,312 million is transferred to the equity reserves.
Simon Milthers
attendeeI will now shortly open the floor for questions and comments from the shareholders. The company has, prior to this general meeting today received notice from a few shareholders who have planned a contribution ahead. And I will first give the floor to [indiscernible], who will present a contribution from the Danish Shareholder Association or in Danish Dansk Aktionærforening.
Unknown Shareholder
shareholder[Interpreted] Thank you very much for having me. I shall be speaking in a language less known to most of you, which is Danish. I hope that everything is being translated the other way as well. That is what I have understood. That is great, thank you. So I'm a representative of the Danish Shareholders Association. We have 18,000 members, and we work for the benefit of small and midsized shareholders. I myself, I'm a shareholder of DSV, and it has been a great pleasure to follow the company through many, many years. Are you aware that if you had invested DKK 50,000 in the end notice, today, you'd be having DKK 0.5 million just like that. So therefore, today, I'd like to extend my thanks to Jens Bjorn Andersen for an outstanding effort, and I wish you all the best in the years to come. So we're here today because we find that the development plans for DSV are very relevant and interesting seen from our shareholders' perspective. But the process is long and the road ahead of us is long. We also find that the annual report is good. And it's a pleasure to be able to say that it's good and very precise and we're very positive as to making precise the issue that DSV faces. It does, however, also pose many follow-up questions. So I hope that you can set aside many, many hours for the questions that follow. No, not really. It won't be necessary with many hours, we have 3 specific questions for you, and some of them have been answered in part already. So the first one is, DSV writes that DSV is industry dominant. I don't know if the Board or the Executive Board is able to elaborate on that because we've also heard that we're dominant on 4% of the global market and 60% of the total market remains unexplained. So how can you still be dominant? Please elaborate on that? My second question is that in the media, the artificial intelligence process, as I mentioned, and they were also mentioned here today by means of chips and so on. So I want to take this a step further. How do you ensure yourself? And I'm not talking about cybersecurity. But I'm talking about what if it all disappears, if you program something erroneously, if you implement something in Copenhagen, through Asia and all of it drifts apart. It's very, very difficult to control and much more difficult than in the olden days where communication look different. Then there's the merger with NEOM. I don't really understand it entirely. Does that mean that DSV is now exclusive and has exclusive access to the Arab market? Or are we simply building a city? The Arab market is extremely interesting. So it is so important for DSV to be present in that market, and we're pleased that we are, but please elaborate what is the long-term strategy? And then the fourth question, which always needs to be asked, where are we headed? In 5 years, what is the overall view of DSV, no one knows. But can you reveal some of your thoughts on your situation in 5 years? Finally, I'd like to thank the retiring management and wish the new management and all employees, including shareholders, obviously, a very happy prosperous 2024. Thank you.
Simon Milthers
attendeeThank you, [indiscernible] for these words. I've taken it upon myself to try and repeat your questions in English, do correct me if get it wrong. The first question being that DSV states that it maintains the predominant market position, but 60% of the entire market is unaccounted for. And DSV's global market position is limited to 4%. Can the management clarify this? And the second being something along the lines of the AI processes that are often referred to in the media, must be essential to DSV. The more professional, you integrate and operate the systems to greater the exposure, how do you mitigate such exposure? And three, we are not sure we understand the grounds of the joint venture with NEOM, has DSV gained exclusive access to the Middle Eastern market or is DSV one of 60% close partners? The question is important, given that the Middle Eastern market will become attractive once it regains stability. And the fourth question in continuation of the third question, where is DSV headed? And what is the joint venture's strategy? And I understand that CFO, Michael Ebbe will reply the first question.
Michael Ebbe
executiveYes, thank you for the question. It's always good to receive some of those. I assume that the first question was also the one you said was nearly answered by Jens. And it is correct that we are a large player, but it's in a very, very fragmented industry. I remember when I started 17 years ago, the slide that Jens presented look more or less the same. There are other names because we have acquired some of the names that were on back then. But the split seems to be more or less the same. So top 20 accounts for 30% to 40% of the total market. And then there is many, many, many, many smaller players, local freight forwarders, local, smaller transportation companies. And our main competitors that you could also see there, they have similar, we are number three in a global scale. So you can see the other ones, they also have fractions of the total market. So that is a highly, highly fragmented, highly, highly competitive environment, which we operate in. And then we still believe on the consolidation within our strategy in order to gain some economies of scale and an even better network like Jens also touched upon in his presentation.
Simon Milthers
attendeeAnd Jens Lund will take the remainder of the questions.
Jens Lund
executiveYes. technology, very important. Very important, very relevant topic to bring up. What we've done over the years in DSV and the reason why that we actually have been able to do the things we've done, not at least when it comes to integrating companies that we've bought is that we spent tremendous resources on consolidating our infrastructure. So that today, we run basically 3 main data centers, one in Singapore, one actually here in little Denmark. And then this is actually the most important one. And then actually one in Dallas as well in the U.S. In these data centers, we then can spend all our resources to ensure that we run what we call redundant setups. So it means that basically, we have mirrored structures and that we actually have very strong processes for ensuring that we are up and running all the time. And basically, everything that we do can scale and is redundant. So this is the basic infrastructure that produces the services that we actually deliver throughout the organization on top of this what we do in the data centers is that we produce in all the applications they basically run on this infrastructure. And now that we have a consolidated -- actually, we have the most important thing in the company when it comes to digital and it's all data. So when we have fewer systems and they are consolidated and we look after the data, they have higher integrity. Then we can use them as a foundation of our work for workflows, and this is crucial. This is a capacity that we have basically sort of work with over the years and every year, we try to become a little bit better. But it's also, I guess, as you allude to, is always you have to stay sharp. You can't relax when it comes to this. So this is in reality what we're doing in order to ensure that this can continue that journey. And it's also in these data centers that we run our AI tools, et cetera, which is very much sort of in debate right now, what can AI do? Well, it's been out of control. And we have, of course, infrastructure in place and also people and teams that ensures that AI work in a positive way for us because actually, AI can also work against you. So I think that answers this question. Then I think on NEOM, it is a very relevant question. Why a JV, why go in there? Well, a JV can only function if every JV partner brings something unique to the table. So our JV partner that constructs city and is responsible for this. They bring the volume, they bring the exclusivity to the demand for the volume. We then bring the capability or the capacity actually to ensure that we can deliver the logistics for the project. This is very specific. It's in an area that is probably of the size of Denmark. So it's not like small. But of course, if you have a look at the map and see how large Saudi Arabia is, you'll see that it's more or less the size of Europe. So it's really big. And the rest of the world, we are also very present in because when we bought GIL. Actually, GIL sort of came out of this area and had a very strong foothold there. And of course, we have continued to develop that footprint and our structure there because it is an area that grows and we are a network business. So it will have a positive impact on all the areas that we work in. And then where do we want to go as a company in 3 to 5 years? We have to deliver on our strategy. So we have an operational strategy where we have to develop the network products to further digitize to make it easy for the customers basically to interact with us. And then basically, the commercial strategy is how do we approach the customers. We have to continue to professionalize that so that we are relevant for the different segments that we work within and that we basically through vertical expertise, I just showed semiconductors we could have shown other areas, have the ability to serve the customers so that they would want to work more with us. Because at the end of the day, we have to systematically outgrow the market. This is basically where we will end. Also in the long run, have a very stable position. M&A, whether we like it or not, it's a transaction that can move us from here to here and is very important, but that we can all the time move in a positive direction. This is even more important. So this is the whole idea about the plans that we're executing on. Thank you.
Simon Milthers
attendeeThank you, [indiscernible] and thank you Michael and Jens. Another shareholder who also asked for the words here today. Mr. [ Christian Reinhardt ], if you are ready?
Unknown Shareholder
shareholder[Interpreted] I'll be speaking Danish as well because we are in Denmark after all. So my name is [ Christian ] and I bought my first shares in the '80s. And as a professional shareholder and now subsequently a private investor. I, along with [indiscernible] have elaborated you as also a shareholder. We've elaborated some questions. DSV holds a long history of successful mergers and acquisitions, a growth of unseen speed. The business model was transparent to the shareholders and very advanced. And broke with the idea that 2/3 of all mergers and acquisitions were not beneficial to the shareholders. However, it was very clear that here that all mergers and acquisitions and all the value derived from it were -- was given back to cash flow generation to the shareholders and contributed to the equity of the company. It is my impression that a factor of the success has indeed been the teamwork, which is at the core of a performance dominated organization. It's part of our DNA that, that is the way things are done. And that was part of the success, I will highly ascribe to the previous Chairman. However, what was in the past doesn't count. The letting go of the previous CEO was, of course, a choice and the Board can make the choices that they want. However, I don't believe that this change had advantage point from a clear strategy. Huge investments in the NEOM project from 24th of October last year, we're part of those projects, and we weren't able to get a good account of what has happened from the Board. There was an extraordinary conference call on the 30th of November, which did not provide any further information. Then there's been a change in the management, and there has been investment in Saudi Arabia, totaling millions and millions of investment in the foreign market, while there has been a downturn in the market overall. Then perception is everything as we say. So the defining point is here how things are perceived, and that's not always based on facts. I believe that it seems as if the daily Executive Board has forgotten how things used to look, infringements and human rights. However, just as important is that the transparency and the valid business model of DSV, that is slowly disappearing as well, not least due to the joint venture partnerships, which are elected. You're talking about this as just as valid as strategic partner as in the Western democracy. So previous to the NEOM investment, including if the lack -- increasing lack of transparency in the business model, I would like to hear your view on that. So a possible merger of Schenker. How does that look? What are your accounts on that? We're talking of an investment of more than DKK 150 million. If the financial gearing is to stay within the ratio that we know, it's not just with the bat of an eye something that is tolerable to ordinary stakeholders. Of course, it's it doesn't help that the media have been able to relay accounts of Board members having professional side projects together. I'm also worried that there is already an exchange at the Board level with Carsten Trolle, who was a very important player in relation to many successful mergers. I want to ask you then the changes in this management style and way of doing things, what is that an expression of the development and the change of the CEO in October 2023? Did that lead to a fall in the value of the company, even though the market itself was on an upturn? So I want to ask the Board if there are -- if there is anything coming to change that development?
Thomas Plenborg
executiveOf course some tough questions. First of all, our considerations around NEOM in the boardroom, we have had -- I can say quite heated discussion around the deep dive on the NEOM joint venture, and let me park them into couple of things. First of all, we have, of course, discussed the ESG-related issues. And whether you like it or not, we have implemented our code of conduct in the JV. It is our people on ground that run it, so it's a DSV company running in NEOM with our code of conduct. Then I think if some -- we can -- I think we can control it within the JV. That's our considerations in the boardroom, but there can be a spillover effect from the construction side outside the JV and to mitigate that fact so that we have also been in certain put options, meaning we can withdraw from the project if necessary, if it becomes too burden, so to speak. So that is our considerations with the ESG-related issues. And we intend, as I said in my speech, to provide transparency on the JV. I think you should also bring into the fact that this is a growth region, and we are going to deliver our core services in the project. Then the second issue we have discussed about the NEOM project is the manning aspect. Can we man up or can we staff up with maybe up to 20,000 people in some years, it's not easy. And that has been a concern we have been addressed as well with the executive management team. And to the best of their knowledge, they believe they can do it. And I can look at Brian Ejsing, who is actually our Chief Executive on that seen from the headquarter, and he seems quite confident that we can do it. Right now, we have the right people on the higher level hired already, and that comes from our organization primarily. Meaning it is our DNA that runs this project. That gives us also some comfort. Then the last thing I should maybe add or contribute with here is the payment ability of our JV partner or our customer. And ultimately, it will be the Saudi Arabian government. Can they pay the bill because this is going to be very, very expensive project. And that is something we have been discussed as well. And as we can see, it is a quite wealthy country, and they can pay the bill for a quite a long time. So there are some of the considerations we have had in the boardroom about the NEOM project. And we are completely aware that it can divide the views of some of the investors. And we have seen the reactions. And we were also a little bit disappointed, but we should maybe foresee it better, but we actually really believe in the project. Then if we have resources to do the Schenker deal. First of all, we don't comment on M&A by definition. But should something materialize, the expectation from the executive management team is that this is going to be run like a solution division, a road division and ASC division. The NEOM project completely on its own, with its own management team. So this would be a regular business for us. So there should be enough management capabilities and capacities to also do an M&A, whatever size it may be. Then about the stock price reaction, I don't comment on stock price reactions, I will just refer to the fact that we are doing fairly well. I admit that the communication around the succession and also with the NEOM project would have been far better and I'm a bit regretful that we didn't do better around those announcements because it did cost us something on the stock price. We tried to do some mitigation of repairment afterwards with the chief in station or also a fireside chat session with investors and analysts. And I have had tons of investor meetings afterwards also sort of to regain confidence. So that's some of the things we have done, considerations we have done behind the NEOM project, the Schenker questions you had. And I actually expect we will do far better in the future. And when it comes to communication if something materializes of similar nature.
Simon Milthers
attendeeThank you [ Christian Reinhardt ] for the questions, and Thomas Plenborg for the replies. Moving on. I've also been informed from beforehand that ATP, [ Claus Windel ] would like to make a contribution.
Unknown Shareholder
shareholderThank you. My name is [ Claus Windel ] and I'm representing ATP. After a very strong earnings performance across inside transportation sector in 2022, we'll now come back to significantly lower results. This also applies to DSV EBIT fell by 27% in 2023. Further in 2024, also appears to be a challenging year with slightly lower earnings performance and expectations. DSV has generated strong profits over the year through effective integration of acquisitions and higher margins compared to competitors. However, organic growth in volumes has lagged competitors in recent years. This leads me to the following questions. What is DSV's explanation for the lack of organic growth? And what tools and strategy does the company have to strengthen the organic growth going forward. I know Jens Lund, to some extent, addressed the question in his report, but I would like to ask a question on what you expect in terms of organic growth going forward? Also, as we have heard before, DSV has entered into a planned joint venture with Saudi Arabian NEOM. Business-wise, I think this is an exciting project with great potential, but it also has a different risk profile than DSV's usual business. Now risks related to human rights and labor rights associated with NEOM. I would like to acknowledge that DSV has established a separate human rights policy that applies to all subsidiaries and projects, including NEOM. This leads me though to the following question. How and to an extent will DSV be able to specifically report on the JV with NEOM, including any issues related to human rights and labor rights to ensure the highest possible transparent on the inherent risk in the project. I would also like to take the opportunity to welcome Jens Lund in his new role as CEO. You are familiar in face, and I look forward to continue our always good dialogue. Besides the new CEO, there's also been a rotation top management layer. And I would like to comment on this from 2 different dimensions. The first dimension is the internal leadership development, DSV's ability to internally develop strong leaders for an extended period time, demonstrates, in my view, a robust and strong company culture. This practice of nurturing talent from within random reliant external recruitment is commendable. The second dimension is gender diversity. While DSV has excelled in internal leadership development, there remains room for improvement in gender diversity. The reputation of women and top management position as well as in the broader leadership group is still at a very low level. It's essential to continue nurturing talent, but also to have a better process to ensure a high proportion in women in the leadership roles. It's good to hear from the Chairman's report that there is also a focus area in the boardroom. Lastly, I would like to wish the leadership and employees good luck in the coming year. Thank you.
Thomas Plenborg
executiveThank you, [ Claus Windel ] for your kind words also to the management and also for your questions. I actually think we did fairly well on organic growth in 2023 if you compare the numbers. And we did fairly well actually overall last year, we set the margins, but also I know we went down, but all of our peers also went down and actually a bit more than we did on the gross profit line. Then admittedly, we haven't grown organically a lot from '19, for example, to 2022. But please bear in mind that we did the acquisition of Panalpina in 2019 that we integrated in 2020, then we did the acquisition of GIL that integrated in 2021. And it just complicate things -- 2022, and it just complicate things when you integrate 2 large companies and you want to grow organically at the same time, we have the same issue with UTi in 2016, where we didn't grow fantastically in 2017. So from the outset, I can understand your questions about organic growth that we haven't done well. But I think there is a little bit of explanation behind it because we have done 3 major acquisitions within the last 7 years or so, and it does impact our ability to grow organically at the same time. It sounds like a bad excuse cloud when I say it, I can hear it from -- when I listen to it. But it's actually some explanation behind it. Then you will get Jens Lund, I ask him actually to fill in now because you're speaking to -- he's at right now about organic growth because he really want to kick it off with organic growth. So Jens, maybe you can give a few words on your plans on organic growth.
Jens Lund
executiveI'll be happy to. So we talked a little bit about the customer segmentation that we did. So that we basically prepare a structure for every customer or type, so that we can serve them in a structured way. In order to get organic growth, it's very important that you basically increased the pipeline so that you get more potential value into things that can actually become volume we need to produce. And here, basically, we have revised the whole approach surrounding this, so it means that we will have vertical expertise within areas such as health care grows faster, such as technology that grows fast, but also that we get ourselves organized around, for example, electric vehicles, there's going to be logistics that grow fast in this area as well. And we get ourselves organized, so that we account plans with these customers and that we have infrastructure and capability available so that we can serve these specific markets. And we've also, from the customer segmentation seen and actually, we have a larger proportion of large customers than we sort of had in our mindset. The 2 smallest categories we have with customers, it's probably around 4% of our gross profit, but it's several hundred thousand customers. And we spend too much resource on them and not serve them in the right way because they would like to be served in a more digital way today. And then we can reallocate some of those resources to a little bit larger accounts where we can actually add some extra value when we serve them by planning the supply chain in a better way. And then, of course, the global large enterprise accounts we go for as well, as I just mentioned, the top 250 of our accounts where we have even more expertise involved when we serve them. And these account plans, they didn't use to be part of our purchase in the countries. But now we will actually anchor them, so that they are part of our purchasing process as well. So that we keep our good old accountability, which we used to have, but we then combine it with some expertise that can help the countries to propel the volumes that we produce on these accounts. So it's a complex exercise. But I can tell you that we've sort of made some changes in the teams and the top management as well. So we are ready for the next part of this journey. And the organization is heavily engaged and very motivated. So we should outgrow the market. And just for the record, we outgrow in solutions. We outgrow in road. We are on par when it comes to ocean freight. And then we have a -- we lose a little bit of share in air freight, but actually, if you look at GP, we actually doing better than the market. So it's not completely off, but we would like to do better so that we don't have these long explanations. Thank you. And I know Michael will say something now.
Michael Ebbe
executiveYes. It is important with GP because that translates into EBIT and translate into money that we can use. Just on to address the question on NEOM side. I think have already been touched upon by Jens and also by Thomas. I think it's worth mentioning that it's -- we have a 49% share. So it's not a merger or an acquisition. It's a joint venture where we work together with them. That also means that we are not allowed to consolidate the numbers into our financial reporting as such. That said, of course, we have obliged ourselves to report transparent like we do on all our ESG areas. We've also like the proposal that will come on later on the agenda, increase the reporting to further details on the human policies and human rights. So that is something that we will, of course, look into.
Simon Milthers
attendeeThank you to [ Claus Windel ] and the Chair and the CEO and the CFO for their replies. Moving on, Bjorn Andersen has asked for the floor also. Okay. Some questions have been delivered and requested to be replied in writing. I can also assume -- would you like to comment on them here only in writing? I can give you a recap of the questions.
Thomas Plenborg
executiveMaybe we can read the questions ourselves and then answer the questions.
Simon Milthers
attendeeYes. We will take another speaker, and then we can prepare -- revise to these questions in the meantime. Well, I've also been informed there's 4 questions. And the first question revolves about the difference between profit for the year and the adjusted earnings in the annual report for 2023. And I understand, CFO, Michael Ebbe will reply to those. That there's 2 other questions that the CEO will reply to the second and the third and the Chair to the fourth. I'll come back to those questions. But Michael, if you will, please address the difference between profit for the year and the adjusted earnings in the annual report.
Michael Ebbe
executiveYes. I would happily do so. The difference, we actually have a disclosure in the notes, it's 4.6 on Page 72. The difference between the, you could say, the adjusted earnings and the earnings, it goes to the noncash items, mainly share-based payments and amortization of customer relations and then tax on those 2 items. And it's written in the details in the notes as well. But that is the things that we adjust because it's a noncash item. Your question #2 will be addressed by Jens, but I'll just take number 3. It says the cost of the loan is I believe, for example.
Unknown Shareholder
shareholder[Interpreted] And that question 3 is, what is the cost of borrowing a larger amount, for example, DKK 10 billion.
Michael Ebbe
executiveDuration of our debt on 7.3 years, and we have financing cost of around 1% on that. Clearly, the interest rates has increased since we got that financing in place. So that will also mean that it will cost more than 1% to borrow DKK 10 billion. Currently, when we talk to the banks, and we always assess should we have more capital and how is it and when should we do refinancing. Currently, I believe we can have some interest rates in the area of 3% to -- 3.5% to 4%, depending on the duration and also depending on whether it should be a loan or bond, but that will be in that range. I think I will leave the question to Jens.
Simon Milthers
attendeeThank you, Michael. And the second and third question that Jens will be commenting on is DSV acquisition strategy and how the company mitigate inflammatory risks when assessing M&A opportunities or at least that's my translation of the question. It has. Yes. But I think Jens would comment on it as well.
Thomas Plenborg
executiveIt has been taken as the first one.
Simon Milthers
attendeeIt has? Yes. But I think Jens would comment on it as well.
Thomas Plenborg
executiveNo. No.
Simon Milthers
attendeeI think just a question.
Jens Lund
executiveGood. Well, our M&A integration approach is something that we've refined over the years. Actually, we started the integration with the -- at least what I've been part of it with the acquisition of DFDS and transport. And made a plan for how to do this. And then after -- over the years, we bought several companies. And I think what we have done is actually that we've made the plan and then we've actually also executed on the plan. I think many people, they find it hard to push the synergies through and actually execute on it and then you end up in a situation where you will have multiple layers that are capable of doing or producing the same service. So this capability and was then also embraced by the organization. And then we are so proud that we have an organization that is, if it's in Chile, they are accountable if it's in Australia, they are also accountable or if it's here in the headquarter, we have to do something. People are also accountable. So the whole business plan, it will go to the right areas of the organization in order to get integrated. So I think it was one of the questions. The other question was inflation. Yes, fluctuating rates and prices is part of our daily life. You could have oil going up and down, you can have inflation. You can have cost of subcontractors, you can have squeezes on capacity. And our contracting environment and framework allows us to adjust for these things in order for us to ensure that when we broker the business, we can run the business and always make margin on it, perhaps sometimes a little bit higher, a little bit lower. But if you've seen over the years, we've actually been able to maintain a fairly constant margin and then I think here, Argentina was also mentioned as well. Here, you would probably contract in a different currency because you can't contract in local currency. It makes absolutely no sense because from one day to another, it might be written down with 50% or sometimes even more. We just had the pleasure in Egypt that they wrote it down with 80%, the currency. So if you don't deal in foreign currency, then basically, you don't know what it is actually that you're dealing with. So I hope that also answers that question. Thank you.
Simon Milthers
attendeeThank you. And the fourth and last question revolves around the Board of Directors and Executive Management holding or a number of shares held by them and the geographic allocation of DSV's current shareholder base.
Thomas Plenborg
executiveThank you, Bjorn, for the questions. And this question -- in Danish, vederlagsrapport or remuneration report, you can find the information on Page 10, but let me elaborate on my own shares. I have roughly 5,000-plus shares with close to DKK 6 million. So that's my share, and you can look it up in the Page 10 on this, the vederlagsrapport in Danish. Then about the shareholder composition. As I said in my speech, 83% of our shareholders are coming from outside Denmark, meaning we have 17% of our shareholders coming from Denmark. The largest population of shareholders are coming from the U.S., that's 35%. Followed by -- I have the numbers here. I just got it. Switzerland by 10%, I guess, that's [indiscernible] contributing with quite a few shares and U.K. also with 10%. So I hope that will satisfy you on that question.
Simon Milthers
attendeeThank you for the questions and for the replies given I believe that concludes those questions. And moving on, a fifth announced contribution is from LD Fonde and AkademikerPension, which will be presented by Anders Schelde, and I can see he's approaching. So the floor is yours. Let me maybe add that I understand this is also a motivation of your suggestion in Item 4 of the agenda.
Anders Schelde
attendeeI conduct my speech in Danish. [Foreign Language] [Interpreted] I'm the Investment Director of AkademikerPension and I speak today on behalf of LD Fonde and AkademikerPension. Together, we have invested approximately DKK 0.5 billion in DSV. So for us, in our portfolio, it's a very large and significant stock. As shareholders in DSV, we're looking back at the previous year with the recognition of the company's ability to handle the daily operations in an environment that is really facing a lot of challenges and changes. Even though the financial performance has been maintained at a robust level that the company has been able to adjust itself. This adjustment ability and the solid results that are being provided reflect DSV's strategy and it's focused and operational efficiency. As investors, we see these qualities as being determining in order to ensure continued growth and stability in the company. 2023 was also the year where it was announced that Jens Bjorn is stepping back as CEO. With Jens Bjorn at the helm for the most recent 15 years, we, as shareholders, have had a yield, including dividends of almost 1,300%, not many companies are able to perform at that level, but DSV was with its many thousand skilled personnel and you at the helm of it, Jens Bjorn, so thank you very much. Also, a warm welcome to the new CEO, Jens Lund. He has been instrumental in the establishing and fine-tuning of what we now see as the core of DSV. That is a solid core, constructed on a platform with great flair for business, financial discipline and very effective acquisitions. This is the foundation that has made possible the strong results and also rewarded investors. Therefore, of course, new challenges are posed when DSV moves away from that core. The way we see at DSV, therefore, has new things to prove to us after it's start-up issues in the fall of last year with the announcement of the NEOM project in Saudi Arabia. Therefore, please allow me to motivate this shareholder proposal that we present together with LD Fonde at this year's general meeting. With our proposal, we encourage DSV to strengthen public documentation and the communication about DSV's work with respecting human and workers' rights. DSV already has a policy for it, and that is why we believe. But the transparency about how DSV works out its policy efficiently in its business. We would like for that to improve and we actually say that clearly and unambiguously from our investor perspective with a focus on taking care of the company's long-term business success and value creation. That should benefit shareholders. We've had a very constructive dialogue with DSV about our proposal, and we're happy that the Board of Directors has chosen to support us in this. DSV in its public communication and internally should be working with a fundamental respect for human rights and thank you for doing so. Actually, for quite some years, we've been in a dialogue with DSV about the company's approach to the subject. Even though DSV in its latest sustainability report has included more information than previously. It's no secret that the report on human rights is still not where it should be. However, that is the case for many large companies. But the joint venture with NEOM makes it even more visible that this is an issue to DSV. We have been very clear what we believe about this joint venture. And we will be mentioning it here as well today. Because it is well documented that Saudi Arabia has a strained relationship to both human rights and the Paris Agreement on climate change. And we believe that the Board here with greater clarity about the risk analysis that was carried out before the decision should inform us of it. We have spoken to DSV about this, and we have been able to hear that the management has a plan that they believe that they can execute. We're looking forward to seeing how that communication plays out and how DSV will tackle that subject and communicate with us about it. Something else we often have focused on in Danish General meeting is the remuneration of Board members. It is important for us that we have sufficient information to be able to understand and assess the constitution of results and payouts. Otherwise, the reports are not useful to us. Unfortunately, we often see from companies that there is a limitation in the transparency of the report. And for DSV, we would like to appeal to you to make it even more transparent what in terms of both the fixed remuneration and the variable allocations. We do see some room for improvement, and that is why we have chosen to vote against the remuneration report. Collectively, as mentioned, we are very happy to be shareholders of DSV, and we do recognize the impressing results that the management and staff of DSV have delivered over the many recent years. We look forward to contributing to DSV and bringing DSV well ahead on its already impressive growth journey. We look forward to continuing the dialogue. Thank you for your attention.
Thomas Plenborg
executiveThanks management, but I would like just to say thank you for the kind words to our previous CEO, Jens Bjorn, but also to his successor, Jens Lund. Then I can say that the Board of Directors when the item comes up fully support the suggestion proposal from you and LD about labor risk and human rights or labor rights and human rights, more transparency on those issues. It actually goes nice hand in hand with what we have of ideas, also entering into the JV with NEOM. When it comes to execute the compensation, in my data life achieved at CBS and I have heard so many proposals on compensations like they are heading here and have not seen the ideal proposal or the best proposal on earth. But we are open and listening to suggestions I probably have a quite pragmatic view on compensation in the following way. What has served well in DSV for many years is the combination between cash and share options. Share options has been very good in incentivizing our staff and also retain key staff. And we would really like to keep it that way. Then we can discuss certain KPIs and how we allocate the options that is part of the bonus program. Today, it is a mixture of financial targets, which are actually things are crystal clear. You have to beat the stock price of Expeditors and Kuehne + Nagel by 5% otherwise, you don't get bonus on that part. And you have to beat the budget of the EBIT by 5% as well. It is then 5% below those targets on EBIT and also on the share price compared to Expeditors and Kuehne + Nagel, they lose some share options. So I think we are clear on the financial part. Then in 2023, we had as part of the you can say, KPI for ESG, a more soft measure. We had developed a road map, and that is very complicated, how we should reach the 2030 targets. We got it presented in September meeting last year and the Board of Directors. And I've heard some of my colleagues said this is quite impressive work that has been performed here. That means that we, for example, for 2024, '25, et cetera, knows what we have to do in order to reach the 2030 target, for example, Scope 1. And I like that, that's kind of accountability. So for 2024, we will probably be a little bit more accurate in terms of more hardcore measures on how we want to, for example, reduce Scope 1 target by how much. If that is good enough, we are listening for suggestions, but we're trying to do our very best also when it comes to compensation.
Simon Milthers
attendeeThank you for the motivation and for the replies and comments. Looking up, I do not see anyone else requesting the floor or I do, please approach.
Unknown Shareholder
shareholder[Interpreted] As I usually say, my name is [indiscernible]. Thank you, first and foremost, to the old DSV. Without Jens Bjorn Andersen we wouldn't be here today in this -- with this wonderful company. So I'm very said that Jens Bjorn Anderson isn't part of the Management Board anymore because he was along with Jens Lund in charge of making sure that this was a really healthy company that was well grounded. Then talking about the NEOM project in which human rights are mentioned, are they also applied to Christians. Do they have access to Saudi Arabia? Does Saudi Arabia allow for churches to be built? Or what about all the rights and all the agreements and who is left with all the problems. And then about carbon emissions. Terms are often mixed up. CO2, so carbon dioxide is something that plants use and we use it emitted. And then the CO, which is carbon monoxide, which is what trucks and lorries exhaust. And of course, that's toxic. But why should agriculture suffer under the terms being mixed up and used interchangeably when in fact, there cannot be. It's just like World Economic Forum, they try to lay out some guidelines and ground rules as to how these terms should be applied. It was also seen similarly applied during the pandemic that we should all be wearing face mask and so on, weren't able to attend the general meeting and now we're facing issues that deal with the climate that is constantly spoken about. The cows have always been there, they always do it. So what's the issue really. Why are they mentioned on the World Economic Forum and mentioned in connection with deep state in the U.S. I know someone there, I call him the Robinhood of our time, I'm sure you know who I'm referring to. So that was my main message. Please have your eyes open. Please keep an eye out on what's going on in the world as the World Economic Forum. Are they making laughing stocks out of us? And look towards the United States because things are really being shaken up over there. People are trying to sabotage the elections, but I really do hope that when they fall into place and things go as they should, then the world will be a much more fair and just place to live. Not only in terms of the restrictions that will be appealed, but in terms of many more other parameters. Thank you.
Thomas Plenborg
executiveVariety of comments you have. And it has nothing specific to do with DSV per se. So I can't really comment on the more political issues. That's I believe. Well, thank you for your contribution here.
Simon Milthers
attendeeThank you. Any other comments? Questions or request to have the floor? That does not seem to be the case. On that basis, I now close the debate of agenda items 1 through 5. Moving on, I therefore further conclude that the general meeting has adopted the Board of Directors and the Executive Board's report on the company's activities in 2023, adopted the annual report for 2023. Resolved on the application of profits and distribution of dividends as per the adopted 2023 annual report, approved the proposed remuneration of the Board of Directors for the financial year 2024, and adopted the 2023 remuneration report. Accordingly, items 1 through 5 of the agenda are now closed. The next item on the agenda is Item 6 regarding election of the members of the Board of Directors. The Board of Directors proposes that the Board of Directors is composed of 8 members and that the Board of Directors are reelected. Accordingly, the Board of Directors proposes the reelection of Thomas Plenborg, Jorgen Moller, Marie-Louise Aamund, Benedikte Leroy, Beat Walti, Niels Smedegaard, Tarek Sultan Al-Essa, Helle Østergaard Kristiansen. For information on those candidates qualifications, other managerial duties in commercial undertakings, demanding organizational assignments and independents, I refer to the fact sheet on the candidates, which was appended to the notice convening this annual meeting today. Are there any shareholders who wish to comment on the proposal. Seeing that, that is not the case. I conclude that the candidates are reelected, and congratulations. Consequently, the Board of Directors is composed of maybe not necessary to repeat the names, but they should be on your screen. The next item is Item 7 regarding election of the company's auditor. The Board of Directors proposes collection of PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab as auditor of the company in respect of statutory financial and sustainability reporting. According to the EU regulation on statutory audit, I inform that the proposal is in accordance with the recommendation provided by the audit committee, which is not affected by third parties and which has not been subject to any agreement with a third party limiting the general meeting's election of auditor. Does anyone wish to comment on the proposal. Seeing that, that is not the case. I conclude that PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab is elected as the company's auditor in respect of statutory financial and sustainability reporting. Congratulations. We have now reached Item 8 of the agenda, which concerns proposals from the Board of Directors or the company's shareholders. This year, the proposals total 4. The first item under agenda 8, Item 8.1 concerns a proposed reduction of the share capital. As a part of the company's capital allocation strategy, the company has implemented several share buyback programs. Consequently, the Board of Directors proposes that part of the company's share capital is reduced by canceling parts of the company's treasury shares. I generally refer to the notice convening the annual meeting, but note that the Board of Directors proposes to reduce the company's share capital by cancellation of treasury shares totaling nominally DKK 5 million shares of nominally DKK 1 million. The shares were repurchased at an average price of DKK 1,219.30 per share, implying that a premium of DKK 6,091,510,296 (sic) [ DKK 6,091,510,256 ] has been distributed to the company's shareholders after the reduction, the company's share capital will be DKK 214 million. The proposal implies that Article 3 of the Articles of Association will be amended as set out in the notice convening the Annual General Meeting. The resolution must be adopted by at least 2/3 of the votes cast. Does anyone wish to comment on the proposal? It appears not to be the case. I, therefore, conclude that the proposal is adopted. I can inform the general meeting that the company's creditors will now be requested to file any claims they must -- they would have within a 4-week deadline through the Danish Business Authority's IT system. The completion of the share capital reduction and the amendment of the Articles of Association will be registered with the Danish Business Authority upon expiry of the deadline for the creditors filing of claims. A company announcement will be published, once the share capital reduction is completed an Article 3 of the company's Articles of Association will be updated to reflect this completion of the share capital reduction. Thereby, I will move on to the second item under item 8. Item 8.2, where the Board of Directors has as has been customary to in previous years, proposes that the general meeting authorizes the Board of Directors to acquire treasury shares. I refer again to the notice of the general meeting, which states that the proposal is prompted by the need to sustain an active capital allocation strategy and to cover the company's incentive programs. Consequently, the Board of Directors proposes a new 5-year authorization to allow the company to acquire treasury shares of up to nominally DKK 21,400,000 corresponding to 10% of the company's share capital, provided that the company's portfolio of treasury shares does not exceed 10% of the share capital at any time. The purchase price of the treasury shares may not deviate by more than 10% from the last recorded listed share price at the time of acquisition. The new authorization will be valid for 5 years from the date of the general meeting today and will replace the existing authorization. This resolution must be adopted by a simple majority of the votes cast. Does anyone wish to comment on this proposal? Seeing again that this is not the case, I conclude that the proposal is adopted. That brings us to Item 8.3, which consists of 2 items that will be processed jointly under Item 8.3a, the Board of Directors proposes that the company is allowed to indemnify the members of the Board of Directors on the terms set out in the notice convening this Annual General Meeting. I refer once again to this notice that convened the meeting today for further details regarding the proposal, including they are the terms and conditions for the proposed indemnification scheme. Under subitem 8.3b, the Board of Directors proposes to amend the Articles of Association by adopting a new Article 23, reflecting the indemnification scheme proposed under Item 8.3a. The proposal implies that a new Article 23, will be added to the Articles of Association as set out in the notice convening the meeting. Again, as I said many times, for further details, I refer to the notice also for the exact wording of Article 23. The resolution under Item 8.3a can be passed by a simple majority of votes and the resolution under Item 8.3b must be adopted by at least 2/3 of the votes cast. Does anyone wish to comment on the proposal? Again, seeing that, that is not the case. I conclude that the proposal is adopted. That brings us to Item 8.4, which concerns a proposal submitted by shareholders, AkademikerPension and LD Fonde, which was recently motivated by Anders Schelde. The shareholders AkademikerPension and LD Fonde proposed that the Board of Directors shall continue to develop their reporting on the company's efforts to respect human rights and labor rights, as well as its due diligence processes in accordance with the United Nations Guiding Principles on Business and Human Rights and in alignment with the forthcoming Corporate Sustainability Reporting Directive. The disclosed information shall be updated and published at least once a year at reasonable costs, omitting proprietary information. The disclosed information shall be made public before the Annual General Meeting notice starting in 2025 and may be included in the existing reporting suite. I refer to the motivation given earlier by Anders Schelde and also to the Chair, who has expressed the Board's full support of the proposal. I see no one raising a hand to comment further on the proposal. And therefore, conclude that the proposal is adopted. The last item on the agenda today is any other business. Are there any other business that someone wishes to address at this point. This seems to be the case, [indiscernible].
Unknown Shareholder
shareholder[Interpreted] Well, my question was answered, my question regarding human rights. Does that also relate to the questions in Saudi Arabia? Are churches allowed to be constructed according to the agreement you've entered into? Or is it just like the spider that there is a spider who makes love, but ends up being devoured by his partner.
Simon Milthers
attendeeAnd the management considers this a political question that is not relevant to DSV. So there will be no comments on that question. You're welcome. Does anyone else wish to speak. I see that...
Thomas Plenborg
executiveShould I say a few words.
Simon Milthers
attendeeYes. You will get a few comments on your question.
Thomas Plenborg
executiveWe don't discuss churches or stuff like that, what can be built in the region. That has not been part of negotiations at all. So I hope that clarifies it. We haven't discussed churches or stuff like that in the NEOM agreement.
Simon Milthers
attendeeThank you. So to clarify, the reply is that it has not been included in the negotiation that discussed whether there will be built churches or not. It's not part of the deal. It has not been relevant. Do you wish to comment on the reply.
Unknown Shareholder
shareholder[Interpreted] Well, I just want to make a remark against that not having form part of the negotiations in an agreement of this character. For example, we've seen other agreements and arrangements in which the Nordic countries as partnerships didn't reap any benefits at all of that agreement. So if it's not on a one-to-one basis, then there really is room for improvement, and we'll be able to discuss that on another occasion. And we should do that. Our churches allowed to be constructed in the Arab region under this project because when you see and when you declare that you have an emphasis on human rights, then this must form part of it. Thank you.
Simon Milthers
attendeeSo it's political and irrelevant to DSV. Anyone else who wishes to speak? Seeing that, that is not the case. I will pass the floor to the Chair of the Board of Directors. Thank you.
Thomas Plenborg
executiveThank you, Simon, for chairing this general meeting. Very much appreciated. I will do the fair well comment in both Danish and English. Let me start in English and then I will say something in Danish. First of all, thank you to the one listening online probably in English. Thank you for listening in. Also to the employees who speak English here. Thank you for listening in from the balconies. [Foreign Language] [Interpreted] And then for the Danish Audience for the Danish shareholders, thank you so much for being here with us today. We're very happy to see as many as we have seen today. We have colleagues and other Boards where the public and the attendance isn't as great as here. Thank you very much. I hope that everyone is pleased with the outcome of today, and thank you very much for the questions. I hope that the replies to them have been satisfying. Please read up on our web page, you'll be able to find all the reports and all the material of today, please make your safe ways home. Thank you very much. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
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