Koninklijke BAM Groep nv (BAMNB) Earnings Call Transcript & Summary
April 15, 2020
Earnings Call Speaker Segments
H. L. Noy
executiveLadies and gentlemen, a very warm welcome to our Annual General Meeting of Shareholders, which is a meeting in unusual circumstances because of the coronavirus measures. This has an impact, of course, among other things, on the presence of people who are with us today on our side of the table and also the location, because contrary to previous years, the meeting is not in the Postillion Hotel in Bunnik this year. We are at the company headquarters. And the company has invited shareholders not to attend the meeting in person and to vote by proxy as much as possible. They were also invited to submit any questions to the meeting in advance. Of course, this is all because of the coronavirus and the Dutch government measures in response to it and also we have taken in order to minimize the risk of contagion. Now bearing in mind that no shareholders are physically present today, I am delighted to note that you have agreed to our requests. And for all people on -- who are here today, we are being taking great care to make sure that we always keep the regulation 1.5 meters distance from one another. The Royal BAM Group is a Dutch company. And the meeting will, therefore, be held in Dutch. As in previous years, the meeting can be followed on a webcast in Dutch and in English, thanks to simultaneous interpreting. And I would like to extend a warm welcome to everyone who is following the meeting online. Royal BAM Group is a Dutch-based company, and this meeting is therefore held in the Dutch language. Non-Dutch participants to this meeting can listen to the English translation of what is being said in this meeting, and of course, welcome those non-Dutch participants as well. In contrast to previous years, you only see a few members of the BAM Boards with us today in person. We have members of the Executive Board, Mr. Van Wingerden, CEO, next to you -- next to me; Mr. Den Houter, CFO, next to him; the Company Secretary, Mr. Beckers, to my left; and myself as Chairman of the Supervisory Board. Now regarding Mr. Van Wingerden, our CEO, it is a special day for him because it's the last shareholders meeting that he will attend as CEO. As you know, we made the announcement in a press release on the 17th of February that it has been universally agreed that Mr. Van Wingerden would step down as member of the Executive Board and CEO of our company at the end of today's meeting of shareholders. Until someone has been appointed to take over, Mr. Den Houter will be playing the role of interim CEO. At the end of this meeting, we will come back to the fact that Mr. Van Wingerden is saying farewell. In addition to the people I've just named, we are also joined by the notary public, Mr. Schoonbrood who will be supervising the voting at today's meeting. We have a remote Skype and telephone connection to all other members of the Supervisory Board, that is to say, Mrs. Mahieu, who is Chair of the Remuneration Committee; Mrs. Valentin; Mr. Boon, Chairman of the Audit Committee; and Mr. Sheffield. Also joining us remotely are representatives of the Central Works Council and a representative of Ernst & Young, the external auditor, who has scrutinized the 2019 group accounts and will be telling you about his audit activities in due course. Also joining us remotely is Mr. Rottinghuis. He is a candidate for nomination to the Supervisory Board. He will introduce himself to you and explain his candidacy in the course of the meeting today. Finally, a warm welcome to the BAM Group Shareholders Foundation and the representatives of the media who are also following the meeting online. This meeting was convened by an announcement on the company website on the 3rd of March 2020. At the same time as the notice convening the meeting, the integrated report of 2019, the annotated agenda and other documents were published on the company website. As is normal, nowadays, the documents are all in English. The same applies to the slides you'll see at today's presentations. As I said, however, we will actually be speaking Dutch at the meeting. When the meeting was convened, you were informed that the registration date for this meeting was 6:00 p.m. on Wednesday, the 8th of March 2020. You're also informed how you could register to attend the meeting and how you could cast your vote by proxy, if you wish. On the 31st of March 2020, BAM updated the annotated agenda and also the notice convening the meeting in order to meet the coronavirus measures. It was indicated that the location of the meeting was changed, and shareholders were invited to cast their votes by proxy in advance as far as possible. You were also informed that agenda item 5, the dividend, is withdrawn from the agenda. Questions and comments submitted in advance have been sorted into order and will be dealt with as much as possible, each under the relevant agenda item. If any questions remain unanswered, we will do our utmost to give you satisfactory replies on the website as soon as possible after this meeting. I therefore note, therefore, that all legal and regulatory requirements regarding this meeting have been observed. In accordance with article 27, sections 1 and 2 of the articles of association, I nominate Mr. Beckers as secretary, who will be tasked with taking today minutes. Regarding the minutes, a recording of -- an audio recording of the meeting is also being made. The number of shareholders present and the number of proxy votes to be cast will be updated in due course when I have the figures. We'll now move on to agenda item 2. The agenda item 2 is the Supervisory Board's report on financial year 2019. The Supervisory Board's report can be seen on pages 73 and following of the integrated report. In the report, the Supervisory Board talks about its own work, the work of its committees and the composition of the Supervisory Board and Executive Board. We had a number of questions submitted regarding the Supervisory Board's report, which we will run through now. We've got 4 questions on this agenda item, agenda item 2a. They were all submitted by the VEB Shareholders Association. First question, in the light of the project difficulties in mid-2019, the Supervisory Board was asked to carry out an in-depth root analysis. But your -- the question is, what shortcomings you identified and what plans for improvement you have put in place? Now I'll answer that question myself. We did indeed have some difficulties on the project front, which came to light in mid-2019, and we asked the Executive Board to really carry out a thorough root cause analysis in order to find out the underlying reasons. The root cause analysis was discussed in great depth with the Executive Board in the summer on 2 occasions. We, therefore, identified that the reasons for the root causes of this problem were largely already covered by improvement programs, which had already been launched at an earlier stage, but which clearly have not been successful as they should have been. We also noted that it would be a good thing to establish a number of priorities. And there were 4 or 5 items we identified on that front. Firstly, it would be a good idea, as we found, when assessing tenders to take earlier action in being selective. In other words, we should earlier make a decision on whether to go ahead with a kind of project or not. The second point is that we said it would be a good idea for the project management function and processes to be reinforced, in line with the uniform project approach which had already been set up. The third point was improving project controlling. That's an important task there. And once again, the project controlling needs to be further reinforced in the company. The fourth point is a performance culture. I'm sure the Executive Board will talk about performance culture as well in due course. And the last point is that we need to focus more on our activities. So we're -- looking at BAM International, we need to focus more on the types of project, which BAM is really good at. For example, nearshore projects for customers who are already well-known to us. So those were the main findings of the root cause analysis. And there may, of course, be follow-up questions in the normal order of things. But of course, it's not possible to have follow-up questions now. Second question, also for the VEB Association of Shareholders. Most loss items in recent years have come from large-scale projects. There doesn't seem to be any way of stopping this. And the next question was, are the -- have the underlying causes not been underestimated by the Supervisory Board and by others? Well, by way of answer, you could say that the underlying causes were underestimated because if they haven't been underestimated, then we wouldn't have got into the project difficulties that we did. But you do have to bear in mind that you have many more problems in public sector projects, government projects or infrastructure. And in recent years, we have seen a trend emerging where clients transfer more and more project risks to the parties, to the companies. And in a number of projects, I think, we were overoptimistic when assessing the risks of projects. So the conclusions arise from this are that risks of this kind, risks that we can't control ourselves, are not risks that we should take on. And that would mean that we don't want to participate in projects of that kind. The Executive Board has now drawn the conclusion that we are going to be extremely cautious in getting involved in projects of that kind, if they are more than EUR 150 million. The VEB then had a further question arising from that earlier one regarding these big projects. Here, the VEB asked whether the -- it would be possible for getting involved in large projects where there are large margins involved. The question then is, do members of the Supervisory Board remain of the view that BAM will financially profit from large projects? As I just said, we take the view that these large-scale projects do require special expertise. And in fact, that should mean that we should get better margins from them. But as I said a moment ago, you've got major risks for these projects as well. And risks that we cannot control ourselves should be avoided in future. And that means we'll be extremely selective in going ahead with any large-scale projects. That brings me to the next question from VEB, what is the basis for the Supervisory Board's view that BAM is under control? Well, we keep a close eye on developments. And we look at the risk management and control systems in our annual report every year. And I think that in recent years, we've made real progress on that front. We've got a fully fledged internal audit department. We got the management information systems. Those are being beefed up. There's an executive committee. The financial structure has been reinforced. So I think when it comes to the risk management and control systems -- how should I put it, well, the company has made real progress on those, partly thanks to discussions with the Supervisory Board, although we certainly haven't reached the end of that road yet. Then the VEB also asked what recommendations in the management letter of 2019 regarding the budget and the risk control and so on, what does that have to do with the forecasting and budget capabilities in BAM? Now normally speaking, I don't get involved in the actual contents of the auditor's management letter. In general terms, though, I think I can say that the management letter, well, EY felt there were a number of improvement programs underway in BAM and that they were very much of the kind of thing that EY welcomed. One point that was added though was the question of the IT general controls regarding cybersecurity among other things, particularly in times of the corona crisis. And management has responded on that front. So there, again, I think we can say that things are looking better than they were before. The last question from the VEB. The fact that the Supervisory Board is not recommending Mr. CEO for a new term of office, the VEB is asking whether the Supervisory Board takes a view that Mr. Van Wingerden has not performed satisfactorily. And if so Supervisory Board members can, so to speak, get away with it. And are we thinking at all of inviting any more Supervisory Board members to stand down? The answer is no, certainly not. You are aware, of course, that we are in a transition period. As I said earlier, when my second term of office expires, which is today, I would like to cease my activities in the Supervisory Board of BAM. I'm pleased to say that we have been able to find a very satisfactory person to replace me. We'll be discussing him in due course on today's agenda. The intention is for him to take the Chairmanship over from me and on the request of him and also of the other supervisory Board Members, I will remain in position for a short time in order to make sure we can have a smooth handover. But as soon as the handover has happened, I would intend to stand down as Chairman of the BAM Supervisory Board. But as I said, today is the last day of my second term of office. So those were the questions regarding the Supervisory Board report. There's no one present who might be invited to ask a question. And I therefore note that you have noted the Supervisory Board's report, and we can move on to the next agenda item. This is the application of the remuneration policy in 2019. The application of the remuneration policy is a separate item on the agenda for discussion at the Annual General Meeting of Shareholders. Invite -- shareholders are invited to pass a nonbinding vote on this matter in accordance with the shareholders' guidelines. In the light of article 2, 3 and 3c to 2, 3 and 3e of the Dutch Civil Code, you will find stipulations regarding how the specification of the remuneration should place, and it is in the integrated report. You will find the notes on Page 80 and following of the integrated report. For the sake of completeness, I would simply point out that there has been no change to remuneration policy in the past year. Now I'm looking to see whether there are any questions in response to this agenda item. There are none. There's also no one in the room who can ask a question. I, therefore, conclude that we can proceed to the vote, the vote on the application of the remuneration policy in 2019. And I point this is a nonbinding vote. We're voting electronically. I'm not sure how it works. What I know is we're going to do it that way. The notary public, Mr. Schoonbrood will tell us how to do it. Mr. Schoonbrood, do you need to run us through the process?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeWell, the proxy holder will cast the vote. So I suggest that we simply vote as normal. I will open the voting in a moment. Okay. Voting is open. You may now cast your vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeThere we are. Voting is closed.
H. L. Noy
executiveAnd you can see the results on the screen. And can everyone online see this result? Can they see it on their screens at home? Okay. So you see the results of this vote. And I note in conclusion that the meeting has cast an advisory vote in favor of the application of the remuneration policy in 2019. We now move on to the report of the Executive Board, discussing the report from the Executive Board regarding the year 2019. Here, I would invite you to look at the integrated report of 2019. And I'll give the floor to Mr. Rob Van Wingerden, Chairman of the Executive Board, who will run you through events in 2019 and tell you how the strategy was put into practice. After that, Mr. Frans den Houter, our CFO, will run you through the financial results of 2019 and the events in the first quarter of 2020, particularly in the light of the corona crisis. Rob, go ahead, please.
R. Wingerden
executiveThank you, Harrie. What we see here then is the adapted result from 2019, EUR 74 million as a result of a very strong second year -- or second half of the year. And therefore, we have adapted our forecast for 1% after the disappointing performance in the first half of the year. This is thanks to very strong performance in the Netherlands and in Ireland, that was Construction and Property. But also in the U.K. and PPPs. As you are aware, we faced challenges in Germany, BAM International and Dutch Civil Engineering. The net result, well, there's a number of noncash impairments reflected in that figure. But also there was some money set aside to finance reorganization. So it was a positive cash flow and a strong inflow in the second half of 2019. If we look at the order books, they're pretty stable, where -- and we got to focus on quality here. When it comes to the problem units, we can assure you that steps have been taken to improve performance. Let's look now at Construction and Property. You can see very strong contribution made by Dutch residential property, residential property building, but also the U.K. and Ireland made a good contribution. Revenue is up by 5%, largely thanks to the Netherlands and Ireland. In Germany, as I mentioned earlier, we have had some setbacks. And on the international front, we had one very large Civil Engineering nonresidential development in the Middle East, which tied up costs. The order book is 8% down, although I'd say it's gone up in the Netherlands, in fact, but it's gone down in the U.K., Ireland and Germany. Looking at operating capital, we can see an improvement in that. Improved to minus 14.9%, largely thanks to Dutch residential activities. Moving on to Civil engineering. Here, we can see that revenue is 3% down. Solid contributions were made in the U.K. and also in Germany. And in Germany, there was a partial loss reversal. But there was also a claim settlement for a project that was in progress. And we can see -- or we have seen in recent years, that OpenIJ was holding steady. There's still a significant loss, but much, much less than the previous year. So we can see some weak performance in International, but also the Netherlands and Ireland. And we have taken steps to improve things on that front. Belgium next, here we can see some improvements, particularly in the larger projects. And the order book is 10% up, largely thanks to a number of tunnel projects on large scale. And they've been undertaken together with PPP. Looking at working capital, we can see that is in line with previous year. The next business line BAM PPP. Here, we've got steady, sound growth. Two new projects. One in Australia, Cross River Rail, another one in Silvertown Tunnel in the U.K. We got 2 new projects here, completed on time, the M11 in Ireland and the A94 in Germany, completed, as I say, ahead of schedule. Strong performance on the existing portfolio, partly thanks to 3 refinancing transactions, and 1 project has been transferred to a joint venture with PGGM. The portfolio as a whole is performing well, partly thanks to maintenance projects, which account for EUR 150 million a year in business lines, revenues on their own. So there's 40 operational projects, 9 are under construction. And we do all this work from 6 offices. Turning now to strategy, how that's going. In 2019, as Harrie said a moment ago, we got a new management structure in order to roll the strategy out faster, part of we've got 2 COOs for the 2 business lines. And we've also got a Chief Officer for HR and Business Excellence. As I said, there are clear initiatives to boost the Dutch Civil Engineering branch and the same applies, in fact, to BAM Germany and BAM International. When I was talking then about the in-house projects to reinforce the finance, IT, procurement and HR departments, so there's more of a mandate with the people in charge of those departments, enabling us to reap more benefit of the economies of scale and performance. Now let's look at the financial review, so I'll give the floor to Frans to deal with that.
L.F. Houter
executiveYes, thank you. So I'll run you through the financial statements in 2019. As Rob said, EUR 74.1 million adjusted result before tax. If we then go down to the net result, we can see there's a restructuring charge. That's EUR 5 million, that was particularly a matter of a series of small-scale restructurings in infra and BAM International. Impairments, EUR 18.5 million, that was nontax -- noncash. EUR 10 million is for the offshore wind and EUR 8 million or so for a number of land positions that have been revalued. This brings us to the result before tax of EUR 50.6 million. Then we had income tax, quite a high tax bill there, more than EUR 38 million. That was mostly because of EUR 24.6 million deferred tax assets impairment. That's for both the Dutch and German fiscal entities. This brings us then to the net result of EUR 11.8 million. Now look at the cash flow. In 2019, we can see very healthy cash flow, EUR 141 million, largely thanks to working capital. I think it's also important to note that the IFRS 16 has no impact on the bottom line, but it has got an impact on these 2 lines here. The net cash position has increased. We had negative correction of that in the investment in intangible fixed assets. So once again, that's thanks to sound cash position and working capital in 2019. Moving on to the financial position of the company. This has been strengthened at EUR 110 million. So the cash position is now EUR 854 million. You can see the interest-bearing debt is down. That's thanks to a number of property positions that we sold in 2019. So that gives us, you can see, EUR 583 million as a net cash position. This is certainly a viable project. In the course of 2019, the RCF was not drawn. And it's important to note the capital ratio as well. This is now 16.5%. And it's worth pointing out that if we hadn't had IFRS 16, it would have been 17.6% rather than 16.5%. And when it comes to IFRS 15 being rolled out, if we haven't had that, it would have been over 20%. So BAM has been well within its covenants as agreed with the banks. Moving on now, the trend, as said, viable company. It's important. As figure things here, you can see that on the slide. You can see the increase in the net cash position and the long-term from 2014 onwards, you can see a steady upward trend, strengthening that. It's also worth noticing that there's a lot of volatility in this. You can see within each year, you have a regular shape that's typical for each year, but the long-term trend is clearly positive. And that makes us, as I say, a viable company which can cope with some difficult times. Next, people, planet, profit. Well, people, safety is absolutely paramount. It's very important with our license to operate, and it's very sad to note that we did have 2 fatalities as a result of accidents in the course of 2019. We always do everything we can to make everything safer and safer, not only within the company, but in our whole sector and any other company. Attention to how we do our work, how our projects are worked and so on. And also the behavioral aspect enjoys our full attention. Regarding the planet, well, we are committed to becoming a sustainable company. We wish to continue to reduce our corporate (sic) [ carbon ] emissions and making a net positive impact on climate improvement. And we got an A ranking from the CDP regarding our climate positions. That's well worth, giving ourselves a pat on the back for. Profit, I discussed in the earlier slides, so I don't need to dwell on those at this stage. Now something a bit more up to date. Coronavirus. I think it's worth saying that everyone in BAM is working flat out in very difficult circumstances to keep things up and running. And they do everything that they can do safely and legally. And here, I would certainly direct you to last week's press release, where we got out a coronavirus update. And you can see a summary here. Looking across the company, we can see that in the Netherlands, Germany and the U.K., most projects are able to continue, less efficiently, of course. In Belgium and Ireland, however, most construction work has halted. In Belgium, we are engaged in talks to see if we can restart some of our activities. So there we are. As long as it's safe and as long as it is legal, we're working flat out to find a meaningful sensible response to the coronavirus. Still on the same subject here. Our focus is on safety and not just in the company but in the wider community. We see -- need to see how we respond there. But for the company itself, the focus is on cash. So as we've said before in our press release, I mentioned a moment ago, we have fully drawn our revolving credit facility as a preventive measure to keep a high level of liquidity. All cash spend which is not strictly vital to our business activities, not committed, not related to safety or legal compliance has been suspended. As the Chairman said, we're not having a dividend this year. And members of the Executive Committee and Supervisory Board have taken a 20% pay cut as a voluntary measure for as long as the pandemic pertains. It's also worth noting, as we said, that in common with other countries, we are suffering from a number of projects which are not able to pursue. And therefore, it's very important for us to avail ourselves of government support. We're doing that together with other companies and sectoral organizations. Now we can move on to the outlook. And here again, I would refer you to the press release I mentioned a moment ago. At the moment, things are so unpredictable in the thick of the corona crisis. We don't know how long it's going to carry on for. We don't know what it's going to look like. So we can't really say much by way of outlook. We have, therefore, withdrawn our outlook for the time being. And the next quarter, we'll be able to give an update. An important thing is to see if management is focusing on getting through the crisis safe and sound, but we're also looking beyond that, to see normal company operations and our agenda to make BAM into a robust company. We had a number of points of focus earlier this year, of course, one was, you have 3 operating companies, which need to be significantly improved, that's International, Construction and Property and Civil engineering in the Netherlands. And derisking the company involves a selection of order intake, also in implementation and monetary items and focusing on which markets you want to concentrate on. So before we make a bid in a tendering exercise, really see what we want to focus on and really bear in mind what our position is going to be. And finally, the performance culture within BAM. So that's all we can say regarding the outlook for 2020.
H. L. Noy
executiveThank you very much, Rob and Frans, for these presentations. And now I'd like to proceed to the questions that have been raised on the situation at BAM. A large number of questions have been raised by private shareholders, but also by VEB. I will cluster a couple of these questions, but in the report of the meeting, they will be included, obviously. The first question is a question from Mr. [ Alexander van Graaf ], who is a private investor. He refers to the financial results of BAM that were quite disappointing in 2019. He said, actually, the economy is doing pretty well, nonetheless, the performance of BAM was disappointing in many respects, whereas 2019 should have been the year in which a company such as BAM should have made a lot of money. His question is, did BAM miss out on the momentum? Rob?
R. Wingerden
executiveWell, first and foremost, obviously, we were not satisfied with the results of the performance in 2019. On the other hand, we have made headway, and we continue to make headway. The risk-return ratio has to be improved structurally. Unfortunately, we're dealing with the corona crisis right now, so our efforts perhaps or most probably will be visible in 2020. But it just goes to show how vulnerable the sector is. Lots of things are going well and a couple of events can really impact on the performance. Nonetheless, structural improvement is something that we're working on constantly.
H. L. Noy
executiveThank you. This is Mr. Noy. Before I proceed with the next questions, I can inform you that we have 110 shareholders represented or present -- represented, I would say, because nobody is attending the meeting physically, 110, the share capital entitled to vote is 59,259,520 shares, which is 21.68% of the total number -- the total share capital entitled to cast votes. Having said that, we can proceed to 2 questions from Mr. [ Corfo de Henries ], who's also a small investor. And he's referring to the margin target of BAM that has not been achieved, margins have worsened by about 1%. The question is, when does BAM expect to be able to structurally improve its margin? And tying into this, Mr. [ van Graaf ] refers to the setbacks that BAM has to deal with quite regularly. And he's wondering when the situation will improve? When BAM expects that this long series of setbacks will come to an end?
R. Wingerden
executiveUnderstandable question, of course, as Mr. [ van Graaf ]. It just goes to show how tough the situation is and that it's taking longer than we would want. Nonetheless, the improvements that we have started in due course will lead to the results that we envisage. And all these measures will be bearing fruit in the future. So disappointment, but we do have faith in the underlying program that is ongoing as we speak.
H. L. Noy
executiveThank you, says the Chairman. We have a question from Mr. [ Rinks ] who's also an investor. And this question refers to the foundations for wind parks at sea. BAM has withdrawn from that, although it has invested substantially. Mr. Rinks is asking why BAM feels it sensible to leave this market that was quite promising initially and quite a substantial amount of money was invested in it.
R. Wingerden
executiveThank you for that question. Yes, it seemed to be a very promising market, which is also the reason why we invested in it. But if we look at the way the market is developing for our products, the foundations, look at the possibilities in the market, what we saw a market that showed a risk profile that was not beneficial. So we decided to discontinue these investments as opposed to what we would have ordinarily done, which would be continue against the odds. But -- and it's a shame because of all the investments that we made, but we do think it's an important and correct decision to discontinue this.
H. L. Noy
executiveOkay. So we'll stick with Mr. Rinks who has another question about BAM International. It is his impression that things are not going very well. Well, says Mr. Noy, we can see that from the numbers. And he says that as far as he can recollect, it's not the first time. And actually, he has 2 questions. Why does BAM International want to concentrate more on the near-shore projects, whereas it has just withdrawn from the wind projects? And then he would like to see that BAM would discontinue or sell BAM International? And he's asking us to explain why it's so much fun to hold on to this company, BAM International. Mr. Wingerden?
R. Wingerden
executiveUnderstandable question. This past year was not good, not at all. BAM International has a history of ups and downs. And generally, the good performance, and Mr. Rinks knows this full well, we have new management in place there, and we have carried out the first reorganization processes. And now we're focusing on near-shore. Historically, that is where the know-how of the company is focused on, and near-shore means the ports, the jetties for ships, vessels. This is the bread and butter, as we say, for BAM International. So we're going to continue to work on that with full confidence that in the future, that is going to make a positive contribution to our performance.
H. L. Noy
executiveNext question is, again, a question from Mr. Rinks. It's about selectively landing projects. He says that BAM over the past few years has been making substantial headway, which was possible because there was an increase in the number of projects. And so it's easier to be more selective. Now he expects that this market is not really grow that -- going to grow that much anymore. So how does BAM want to continue to be selective in accepting these projects? Mr. Van Wingerden -- Mr. Den Houter?
L.F. Houter
executiveThe focus on product market combinations is going to be a substantial focus. We're going to look at where we want to operate in, what is the expertise, what is the -- what are the competencies that we have, do we have a good proposition for a customer in a tender. So we want to land tenders that have a risk profile that fit our business operations. And by way of context, it's important to highlight that margin for us is more important than volume. So if there's insufficient work that would be interesting to BAM, it could well be that we -- our revenue would be lower.
H. L. Noy
executiveAnd then Mr. Rinks has another question about the land bank. He says that there are insufficient new locations to develop residential projects. So what are the possibilities to actually have more development locations, sites? Is BAM dependent upon the purchase of land on the part of municipalities? And will BAM no longer purchase land from farmers? Mr. Van Wingerden?
R. Wingerden
executiveWe never really buy land in a speculative way, which is what we used to do or what happened before 2015. So we stopped doing that a long time ago. And it is our target to reduce this balance sheet position. We work equity-like as we say. So we really want to know what the exit situation is. We want to have the tenant. We want to have the buyer before we buy the land buying land, as such from farmers, so to speak. It's something we haven't been doing for a long time. And of course, we are dependent upon sites becoming available and municipalities and, especially in these difficult times with corona, PFAS and nitrogen. So we're working very closely with these municipalities in terms of land, making land available, which makes this business cyclical. Obviously, we are focusing our energy on continuing to develop. And we still have a good pipeline and good possibilities to continue to develop this business.
H. L. Noy
executiveLast question for Mr. Rinks, which concerns the Southeast dock in Amsterdam. He has heard that the municipality of Amsterdam is going to tender this project in parts. So not as a whole. I read this in the newspaper as well. So the question is whether BAM is going to take part in this tender? And whether BAM considers it to be a windfall that, once again, there's an opportunity to carry out part of this work.
L.F. Houter
executiveYes. Well, we followed the press releases concerning the Southeast dock, and it's interesting and important that this project be split and be positioned in the market in a different way. We'll have to wait and see what the risk profile is and what the returns will be of this new tender that is going to be introduced in the market, and then we will decide whether this is interesting for BAM, but it's early days, yet to say anything about that.
H. L. Noy
executiveThen a question submitted by Mr. [ Decker ], who is an investor. Question concerns the locks at the killer channel, Brunsbüttel. And his question concerns the operational state of play and the financial implications as up to and including 2019. And he also asked when the project will be completed? What about the position of the principal here, whether sufficient provisions have been made properly? Next question from Mr. Decker concerns the accident, the fatal accident at [indiscernible] in which a worker fell in shaft and died. And BAM had to appear before court. And his question is, what has BAM learned from this accident?
R. Wingerden
executiveAs has been outlined on several occasions in this presentation and other presentations as well, safety is incredibly important and the welfare of our people. So this is a very unfortunate accident, January 2017. During the court case -- obviously, we will not disclose anything. 2019, there was a court ruling in which we were convicted to a fine. We've always been transparent with respect to the information. We respect the court ruling. And the lesson that we learned from this is that BAM has introduced a campaign, Your Safety Is My Safety, across the company, which means that we really want to take responsibility and want to make headway. And the strong thing is that it's been introduced across the group with the same look and feel. So we've really been able to make this a powerful campaign. And this is indeed one of the lessons that we learned.
H. L. Noy
executiveAnd then Mr. Decker has another question in which he refers to a statement the previous CEO, Mr. Nico de Vries, who in an interview said that in the Netherlands too much money is locked up in bricks, and he was also referring to BAM's land bank. Mr. Decker is wondering whether there's a strategic plan in place in order to unlock the money that is locked into the land?
L.F. Houter
executiveThere is a strategic plan to bring the land bank under the amount of EUR 500 million in 2020. So we're still committed to that in that sense. We're going to reduce it. I think it's important to highlight that the quality of these land positions are important because there's a faster throughput time. We no longer have speculative positions, as Rob said, so we have less volume, higher quality.
H. L. Noy
executiveA question again from Mr. Decker about the situation in Germany. He says for years it has been said that ultimately, the situation will improve in Germany. It is his impression that this is interminable, this situation. There will be a change of management, he says, but don't you think that there'll be a strategic point in time in which we really have to consider Germany. What is it that we want to do? And how do we get rid of the rest? So actually what the question boils down to is, what does BAM want to do with Germany? Mr. Van Wingerden?
R. Wingerden
executiveObviously, we're also disappointed with last year's performance after a strategic reorientation of BAM Deutschland, in which we repositioned ourselves in terms of geography, but also in terms of product. And last year, we outlined that as well on the 8th of July when we adjusted our profit outlook. The strategic reorientation went well. Current management sort of lost sight of the operation, and we have new management now. We expect that the new measures are going to lead us in the right direction. Revising portfolio -- reviewing portfolio is something that we will continue to do.
H. L. Noy
executiveMr. Decker also has a question in which he criticizes the annual report. There's too much general text, all sorts of internal issues. There's too much information about planting 150,000 trees. And he is wondering why -- or how we can get more of a focus on the main issues of the company. So his criticism with respect to the annual report and how can we focus on the key issues? Mr. Van Wingerden?
R. Wingerden
executive2019, we celebrated our 150th anniversary. Now we wanted to celebrate this, and we decided to celebrate it in a way that really befits our positioning in the market, 150,000 trees. And we got a lot of good reactions from our customers. We are focusing on sustainability. We're not only doing it because people expected us to do that, but also because we think it's important to convey information as to what it is that we're doing. Now that does not detract from the priority to enhance profitability. And I'm saying this at the risk of being superfluous.
H. L. Noy
executiveA follow-up question from Mr. Decker that concerns a number of valuation issues. He is referring to the project in Utrecht, the out of line. It was discussed in detail last year at the shareholders' meeting as well. His question is, whether these works for 2018 are already subject of unqualifying statement from the auditor. And what about 2019?
R. Wingerden
executiveGood question. This is Mr. Van Wingerden, I think it's important to highlight that BAM carried out this project at the best of its abilities. There's no doubt about that. We're aware of these issues that the customer has with the customers' auditor. And apparently, there are audit issues. But let me be clear about this. This is beyond our scope and influence. So once again, BAM carried out this project at the best of its capabilities.
H. L. Noy
executiveAnd then a question about valuation of the land bank, but also of goodwill both valuations are referred to by Mr. Decker. He has his doubts about them. Frans, could you comment on this?
L.F. Houter
executiveYes. This is part of our process at the year-end is to conduct the impairment test. So we look at our land positions and the quality of our goodwill. Obviously, we take a very close look at that. And the auditor looks over our shoulder. So we feel comfortable with the positions that we've taken.
H. L. Noy
executiveThank you. And then we have a number of questions from the VEB, the Stockholders association. First question is where the BAM has carried out any stress test in relation with the corona pandemic? And what the expected impact is on the operational financial positions of BAM? Well, we looked into scenarios. You could call them stress test, and we also focused on the measures that relate to these scenarios. A number of them have been taken and others are being prepared. So it's early days yet to say anything as to the outcome of this corona situation. Then the VEB says, that in 2019 or year-end 2019, the credit facility, the revolving credit facility, EUR 400 million had not been drawn. Two weeks ago, BAM announced to have fully drawn on that credit. And there are a number of questions related to this. Does BAM have sufficient liquidity now? That's question number one. And question number 2 is, what the impact is fully drawing on the revolving credit facility for the interest charges and whether there are any special covenants that are applicable?
L.F. Houter
executiveFirst question, the liquidity. As we pointed out in our introduction, 2019, we have a strong cash position EUR 583 million net, an improvement as with respect to the previous year. So we are a company that is resilient. We drew on the RCF as a proprietary measure -- precautionary measure. We have done everything possible to keep cash in the company, so we've already given a number of examples of that. So with that, we have sufficient liquidity. What is the impact of drawing on the RCF? Well, obviously, the interest cost, EUR 2 million per quarter, approximately and there are no specific covenants that are applicable other than the ordinary covenants that we have with the bank.
H. L. Noy
executiveAnd now three questions of the VEB that concern financials. I'm going to summarize them. Are there sufficient bank guarantees and credit insurance limits? And then the second question is, once again, concerning liquidity in relation to the working capital, which mitigating measures can BAM take in order to prevent any issues with liquidity? And another question is whether there's a shortage of liquidity?
L.F. Houter
executiveThe bank guarantee is now EUR 3 billion is what we have in facilities, which is more than enough. We have not used all of them, not by far. And then the second question is, which additional mitigating measures can be taken in order to prevent any tensions with respect to liquidity? Well, I've mentioned a few actions that we've taken in order to be more proactive. There's a focus to settle claims with clients and to make sure that we send our investors on time -- be paid in time and those countries in which we cannot operate at this point in time that we get support from the governments there and that we use these support measures as other sectors and companies are doing as well. And then the third question, in which scenario would in due course there'd be a shortage of liquidity, serious shortage? Well, I referred to that. We are prepared for scenarios and measures that we have taken measures, and there are measures that we still can take in the more extreme scenarios. Obviously, it's possible to engage in talks with the government for additional government support. And we shall do so in time, and we will start that discussion with other companies in the sector in time, should that situation arise.
H. L. Noy
executiveAnd then two questions concerning the throughput time of ongoing projects, have any clauses being incorporated in the contracts with sanctions, should you not complete the project in time? So I'm assuming, he means, any clauses to avoid this and any other arrangements should the duration of a project change.
L.F. Houter
executiveIt's important to highlight that we're focusing on our operations and continuing our operations in serving our clients as much as possible. In some situations, it's not possible because we are simply not allowed to continue our operations, and that leads to discussions with our clients, being private clients or governments discussions on contract conditions and what the possibilities are. This is very specific project by project.
R. Wingerden
executivePerhaps, we can add that in the trade associations such as [ Bouw en Nederland ] in our discussions with the government, we really want to make sure that we can continue our operations safely and that liquidity, cash and cash equivalents remain at a proper level. So we engage with the governments and we call on them to respond in a befitting way, befitting the corona situation. So I'm sure that will move in the direction that we envisage.
H. L. Noy
executiveAnother question from the VEB, concerning the financial condition of shape of BAM, which according to VEB is not very healthy because this would be shown in the capital ratio of 16.5%. The VEB is wondering whether it is -- whether we expect it to be necessary to strengthen risk-bearing capital.
L.F. Houter
executiveI'd like to highlight that not only solvency, but liquidity are important here. And we have resilience. As I said, measures have been taken in order to be able to respond adequately to the corona crisis. And as I pointed out earlier on, the solvency is 16.5%. That could be adjusted for IFRS 16 to 17.6%. IFRS 15, it would be in excess of 20%. Just to give you some context. And this context is important. And then we have a number of one-off effects that we've experienced this past year, impacts of pensions and interest and impact on solvency. And as such, today, we see no reason to discuss a strengthening of our risk-bearing capital. Thank you.
H. L. Noy
executiveAnd another question from the VEB, which focuses on the predictability of financial performance of BAM. First question is whether we fully understand the causes of the losses of projects, what I've already commented on that earlier on? And whether this past year, BAM has not been concentrating too much on fighting the symptoms and whether there's a cultural problem. Perhaps, you can say a few words about this.
R. Wingerden
executiveThis subject keeps coming back and quite rightly, so how can we get rid of this volatility, which in part is also in the nature of the building industry. How we refers to it -- referred to it, earlier on we did this root cause analysis. And the outcome of the analysis was compared to the programs that we have in BAM in the context of the strategic agenda. We drew a couple of conclusions, more priorities. Let's try to limit our priorities, but also to accelerate -- the X-curve was introduced as such, but also the performance culture has to be given much more attention. It remains a matter of short-term issues. We just saw what Frans just showed us, the net cash position. You see the short-term ups and downs, and then we have the long-term ups and downs. I think -- I'm afraid that we will have to work very hard to get this done also in this sector. So we're in it for the long haul. We really have to work very, very hard and concentrate on what we're doing.
H. L. Noy
executiveAnd then 2 follow-up questions from the VEB. Questions that concern the balance of risk and return in the larger projects. And the question is whether BAM expects governments to cut costs and to cut on investments in connection with the corona pandemic? And as a consequence, there will no longer be such an urgency to get better contractual conditions. And whether BAM can be able -- can continue it to be selective in accepting projects?
L.F. Houter
executiveWell, it's early days yet. I think it's important to make 2 observations. First of all, BAM should continue to be flexible and to adjust to the developments in the market. And on the other hand, and this is my second observation, we see that governments are prepared, particularly now, perhaps, to introduce work in the market. This morning, we issued a press release that in our consortium, [ HP2 ]in England, that this was granted, which is a very strong signal on the part of the English government, which is an important client, our selective approach in tenders. Will it be under pressure in a crisis? Well, I think it's particularly important to strengthen our back and to consider our priorities.
H. L. Noy
executiveOkay. And next, the VEB talks about the expectations produced by the economic organization for the construction sector. Wondering what's happening regarding, for example, nitrogen emissions which are almost forgotten really, and COVID-19, what kind of impact will that have on margins? And does not BAM think it might be taking some kind of radical action in addition to normal cost cutting? Or less?
L.F. Houter
executiveI think we can see the measures we've already taken in response to these issues. We've been very successful in minimizing our costs and the CapEx that goes together with that. We need to be prepared. We need to be flexible, so that we are able to respond when new scenarios arise and we can take rapid action in response.
H. L. Noy
executiveNext question, the Ministry of Infrastructure and the Environment, they said, they are willing to consider a different distribution of risk in projects, particularly, these are 2-phased contracts, as they're called. Do we think that that gives us a prospect of profitable infrastructure projects in future?
R. Wingerden
executiveObviously, yes. Certainly, yes. Just for those of you who are not well aware that you have 2-staged contracts, you have a break between design and implementation. So you can carry out the calculation on what it will cost and what amount of money you're willing to spend on the project. That means that the pricing is carried out on a much fuller set of information than is done in traditional bids, where you only have a certain amount of information to go on. That's a very interesting development launched by the Ministry of Infrastructure and the Environment. And there's some pilot projects going on there. We have to have news on that very swiftly.
H. L. Noy
executiveNext question, the last question from the VEB. This is the internal audit service. Back in 2019, they audited a number of high-risk project. And the VEB is asking what criteria applied here and what recommendations the internal audit service came up with in order to improve project management?
L.F. Houter
executiveWell, our internal audit service looks at 2 criteria. One is the A project, that's a large-scale projects or particularly high-risk projects. Here it looks to see, where the outcome was very different from what we'd expected, where they have been real shifts, in other words. On the basis of that, they came up with a number of suggestions for improving project management in BAM, particularly, looking at the uniform project approach that we're trying to roll out and also our best practices and seeing how we can make sure the company actually sticks to agreements. Again, we've got governance and procedures and agreements and making sure that the projects actually are carried out in accordance with that.
H. L. Noy
executiveOkay. Next, finally, we've got 4 questions from the association for investors in sustainable development, the VBDO. The first question is climate-adaptive solutions. This is of great important, of course, they're asking whether BAM is reflecting its climate adaptation in its new strategic agenda?
L.F. Houter
executiveWell, yes, Climate adaptation is going to be an important factor in the future as well. So it's important to our customers, to our clients. In recent years, we've most certainly put sustainability on the agenda, not just as a responsibility, but also an opportunity to be successful in the marketplace. Now I don't want to talk too much about the future, but I will simply say that sustainability is very much on our agenda. And I really can't imagine that my successor will take a different view of that. What KPIs are involved in that is part of the question. Well, as I said, we have certainly started off down that road, and there are many reasons why I'm confident the company will continue down the road in the future.
H. L. Noy
executiveNext question, protecting of staff rights and the working on the work site. And of course, the International Federation of Building and Wood Workers' International, BWI. There's a new agreement to be produced soon, says the VBDO, and the VBDO is interested to know whether the agreement will be satisfactorily monitored to make sure that all BAM staff and everyone in the supply chain for BAM will have good and honest and honorable working conditions?
R. Wingerden
executiveYes. That is certainly the case. We've currently got a draft agreement, which is currently under scrutiny at the BWI. And what it says is the beginning of the first words of the agreement are that people who sign this agreement are certainly committing themselves to making sure that they abide by the Universal Declaration of Human Rights; the ILO Declaration on Fundamental Principles and Rights at Work; The OECD Guidelines for Multinational Organizations; and the ILO Contracts. And BAM in its code of conduct explicitly talks about respecting and supporting human rights. And in BAM's general purchase conditions, article 22, in fact, clients and purchasers are obliged to make sure that BAM's business principles and the BAM code of conduct and the guiding principles on business and human rights are observed. Day-to-day monitoring of regulation and laws on health and safety work is a matter for line managers. They are supported in this by the safety officer. Of crucial importance here is that project leaders and implementing people must make sure they have a consistent, thorough approach, partly in order to set an example. This is staff people who are being trained very much this in mind, and people are reassured that safety is very important and very relevant. We have sent the wording of this segment actually to the VBDO. And we also been in touch with the BWI, Building and Wood Workers' International, and they have congratulated us on what they find our terms and conditions of worked to be.
H. L. Noy
executiveNext question, regarding risks and working conditions for vulnerable people in the supply chain. The question here is whether BAM has carried out a risk analysis regarding working conditions? And if so what risks BAM has identified?
R. Wingerden
executiveBut here again, for domestic supplies, we have the general conditions which apply here in the U.K., there is the Anti-Slavery Act in place. In fact, BAM looks to make sure the correct documents are present. We also look at subcontractors and employment agencies to make sure that employment legislation is observed. We also carry out audits in companies outside Europe, we buy materials from them directly. That's direct purchases versus indirect purchases of materials. BAM is not able to carry checks out outside Europe, but we do examine the companies that we get into business with, and we make sure that they have satisfactory requirements and conditions set out in their general conditions.
H. L. Noy
executiveThen the last question from the VBDO, I guess, a nice question to finish up with actually. The VBDO gives BAM a pat on the back. When it comes to having a Diversity and Inclusion Director being appointed, the VBDO thinks that this recourse show that you can make this issue more visible and more mature, both in and outside the company. The question is whether BAM will be reporting on the inclusion program in 2020? And whether BAM is going to translate this effort into an all-encompassing diversity policy for the whole group?
R. Wingerden
executiveWell, we have a global policy on diversity and inclusion, which will be implemented across the whole BAM Group, and the policy is based on principles to make sure that all current and future employees have equal opportunities to be recruited and promoted within the company, irrespective of personal characteristics such as nonbinding list, age, cultural background, sexual orientation or sex -- is the basic principle is that everyone should be treated with respect without being afraid of discrimination. So everyone is free to be himself within the organization and at the workplace. Diversity and inclusion is included in the strategic priorities and objectives of all operating companies within BAM. In order to activate these, group-wide communication will be started and be working at on leadership, development and broader training. In addition, we're making sure that diversity and inclusion are included within our critical policy -- business policies and processes within the OpCo's business units, recruitment and talent management. Currently, we are measuring inclusions and the net engagement score constantly within the OpCo and business unit level. And we are very actively involved in talks on these. The net engagement score shows the extent to which staff feel they are included and involved in the organization. We carry out a quarterly review on engagement reports going through the whole business. And the business then adds to a central level. So we can look at each individual OpCo to see what is necessary on this requirement in order to make sure that inclusion, but also medical, our mental and physical well-being and stress are properly monitored.
H. L. Noy
executiveRight. Well, that brings us to the end of the questions and answers on agenda item 3. Now it's a shame, of course, we can't have any actual discussion with the shareholders. That's a great shame. But then we are, it's just the way it is this year. And I said, we will be publishing the questions and answers fully in the minutes of today's meeting. You'll be able to see them, therefore, in the company website. So there are no further questions. I can therefore, note that shareholders have noted the Executive Board's report. We can move on to the next agenda item, which is adoption of the financial statements. You can find that on Page 90 and following on the integrated report. The financial statements were drafted by the Executive Board and discussed with the Supervisory Board who approved them. I'd also refer you to Page 73 of the integrated report, where it is stated that the Supervisory Board takes a view that the accounts over 2019 and the report from the Executive Board and the report of Supervisory Board form a good basis for the 2 Boards to justify their activities in the course of the year. The external auditor's statement, you can find on Page 193 of the integrated report. Before we move on to discuss the financial statements, I'd just like to invite Mr. Guus Van Eimeren, who is in charge of scrutinizing BAM's financial statements with Ernst & Young, to tell us about the auditing and emergency caveat. In addition, I can say though the company has exempted EY from the confidentiality requirements for this purpose, for this meeting. I also say that if anything is said in today's meeting which gives a distorted view of the real situation regarding the financial statements or the audited statement, then EY will ask Board to make -- so that the correction is made either at this stage or in the minutes. I now give the floor to Mr. Guus Van Eimeren who will tell us about what he did in his auditing attributors.
Guus Van Eimeren;Ernst & Young;Partner
attendeeYes, thank you very much, Chairman. Well, hello, everyone. As you heard, my name is Guus Van Eimeren. And I'm a partner at Ernst & Young auditors in Amsterdam. I was BAM's statutory auditor for 2019. Now if you look at this slide, you can see, it's the fourth year that EY has been BAM's external auditor. And this is the first time I've been involved personally. What's normal now is that shortly before the auditing takes place, you inform the auditor at the shareholders meeting, something I'd just like to run through with you. Firstly, the purpose of auditing -- we looked through all the integrated report that we carried out the audit plan, the materialities identified and the scope of what we do. And finally, I look at what I'd call 2 key audit matters. I'd like to start with what I investigated. Firstly, BAM produced an integrated report, and that report has financial statements in and it also has a lot of other data, for example, sustainability information. We looked at all 3 component parts, and we examined them all. We should doing more detail. Well, there, you can see that on our independent auditors report, which is on Page 193 and following of the integrated report. I now go on to the next slide on your screens. And here, you can see our audit process. I'd just like to comment briefly on this. On the basis of familiarity with the stock exchange and the work we've done with BAM in the past, we were able to produce an audit plan. The audit plan was discussed with the management and was approved. The plan says which operating companies would be investigated and what materiality would be involved. Just by way of example, we carried out all [ original ] activities in all BAM's OpCos, if they are material within the financial statements. We particularly focused our work on the key risk areas, these are particularly large-scale projects. And the materiality we applied was EUR 35 million, which is roughly 0.5 percentage of total BAM yield. We also looked in various -- auditing in various different countries. I think it's important to say that we have a tolerance of EUR 1.75 million. So anything is flagged up, it is more than that level. The number of items are given particular attention. These are the core key audit matters. We've identified 5 key audit matters within BAM. I'd like to run through 2 of them with you today. They are the valuation of projects and revenue recognition. And the other one I'll talk about is the goodwill and deferred tax assets. Now BAM works on multi-annual construction projects sometimes. And that means it's very complicated to audit these things. You've got to look at the scale of the project and possible expenses and losses and so on. And also the estimation of claims and variation can have a real impact on BAM's result, and they're largely based on estimations. So we firstly focused on looking at the internal monitoring and processes within BAM. These things serve to underpin the audit activities. Then we look at management and challenge the activities of this matter. And we looked at information and estimates from outside players such as, for example, lawyers. We looked at the management estimating practices and also the consistency of this, on how much the estimates turned out to be in line with reality. On the basis of our work, we came to the conclusion that the IFRS rules had been observed and that estimates were carried out in accordance with the requirements. The second key audit matter, I'd like to talk about is goodwill and deferred tax assets. This is important. There's a large degree of estimate involved here, particularly when you're assessing or estimating future profitability. So the first thing we do is look at the processes and checks that are part of this estimating process. Then we scrutinize the models. We brought in some goodwill impairment testing experts to help us on that and also tax experts. The estimates for future profitability used in the models were compared with internal budgets and strategic plans. But because it is inherently uncertain, we look to see whether due account was taken of the uncertainties and looking at risk, adjustments and contingencies and so on as part of the plan. Then we compared the -- we looked at the estimating processes in the past to compare estimates with realities. And on the basis of our work, we conclude that goodwill and deferred tax assets were assessed within satisfactory bandwidth, and they were in line with IFRS. And now the next slide, please. This brings us to the conclusion at the end of my presentation. On the basis of our work, we have concluded that the 2019 financial statements for BAM give a true and fair view of the Royal BAM Group's financial position and that sustainability information contained no significant errors. And the other statements, including the reports from the 2 boards met requirements and they contained no significant errors. Thank you for listening to me.
H. L. Noy
executiveThank you very much, Mr. Van Eimeren Next, we will now move on. Two questions arising from the financial statements and the audit activities. First question is again from the VEB. The VEB ask whether BAM would be willing to do that the -- auditor review the midyear figures in 2020, particularly with an eye to continuity?
L.F. Houter
executiveYes, we certainly -- willing to do that. We did it last year as well, and we will do it this year looking at continuity estimates on the basis of the midyear figures.
H. L. Noy
executiveNext question from the VEB. A question read to the auditor. BAM has reported impairment in the past, particularly with regard to active [ latent ] taxes. This is a key audit matter this year. Once it has been in the past. We wonder whether EY may not have taken an overoptimistic view of the company's situation. Mr. Van Eimeren?
Guus Van Eimeren;Ernst & Young;Partner
attendeeWell, yes. Firstly, I would just refer you to what I said in my presentation a moment ago. We had key audit matters. So deferred tax assets and impairment were dealt with fair. We looked into them very much. We looked at the cash flow and the impact on it. So this is something we have to look into and we get scrutiny of. So we looked at the estimate process and we compared the estimates of the past with actual real figures. And on the basis of this scrutiny, we came to the view that management estimates when we -- were quite reasonable in the light of when we carried Afsluitdijk scrutiny out. Of course, what we did say, which you must bear in mind that estimates can be significantly impacted by timing and other considerations, which we simply call variable considerations. That's by the nature of things, it can't be changed. But they can also be impacted by long-term performance expectations for BAM. In other words, what's happening in the market and what we expect the market to do. So that can lead to impairments, and that's what happened in 2019.
H. L. Noy
executiveNext question, thank you. Another question from the VEB. The risk of fraud, the VEB noticed it. This is the first time that the EY talked about what auditing activities that had been carried out to identify risks of fraud. And the VEB asks, how EY was able to identify fraud risks?
Guus Van Eimeren;Ernst & Young;Partner
attendeeWell, it's not the case, this is the first time we've looked at fraud. And we've done it in past years as well. It was very much something that we assessed. So each of our years, we identify and discuss and audit fraud risks, which could lead to untruths in the financial statements. And within the BAM team, EY has a number of specialists in the 4 matters. Together with these specialists, EY, first of all, carries out fraud risk analysis at group level and at OpCo level. But we also look at every level to see what processes BAM has in place to prevent fraud or detect it, if it actually happens. Finally, EY notes fraud which does come to light, and we analyze to see, firstly, the cause of the fraud. And secondly, of course, we look to see whether local and group management responded to the fraud satisfactorily after it come to light.
H. L. Noy
executiveThank you, Mr. Van Eimeren. And our last question from the VEB regarding this agenda item is regarding the coronavirus pandemic and the uncertainties arising from it. And the VEB is asking whether EY takes a view that this caused the continuability of BAM's activities into question?
Guus Van Eimeren;Ernst & Young;Partner
attendeeWell, we have responsibility in any case, of course, to examine management assumptions regarding continuability of activities, and we did it in 2019 as in other years. Once the financial statements have been drafted, of course, you might have a situation whereby the company finds a situation that it had no way of preparing itself, which could not possibly have foreseen. Regarding the coronavirus pandemic, that is certainly something, as we said before, management has, of course, given this its due attention. And we, in EY, as the monitoring auditors, will look in due course at what the management did in response to the pandemic and in order to assess our view of continued business activities.
H. L. Noy
executiveThank you, Mr. Van Eimeren. Well, that brings us to the end of the questions regarding the financial statements and the audit activities, and we can now move on to vote -- voting on the financial statements. And I would invite the notary, please to activate voting on this agenda item.
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeOkay. I will now invite the proxy holders to cast their vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is closed.
H. L. Noy
executiveAnd the outcome is here on the screen. The Chairman, I therefore, note this as the result of the votes, and I conclude that the financial statements for 2019 have been noted and approved by your meeting. So this takes us to item 5, which is adoption of the dividend. But as we have informed you in the press release of the 31st of March, agenda item 5, which concerns the adoption of dividend has been withdrawn, given the extraordinary circumstances caused by the corona crisis, the company has decided as a precautionary measure to withdraw the dividend proposal 2019. Nonetheless, there are a number of questions that were submitted with respect to this item, particularly from Mr. [ Van de Graaf ] who asks why we are withdrawing the dividend proposal? And why we're not sticking to our policy in which 30% to 50% of net result should be paid out. Well, I've explained it briefly earlier on and it was discussed in detail. And given the situation that has changed, we think it is sensible to withdraw the proposal. The crisis is about one thing, and that is protecting liquidity, cash and cash equivalents. And so by way of precautionary measure, we took this decision. Plus, we must realize that all those involved will have to pay part of the price, and we're referring to the Executive Board or Supervisory Board, but also employees and also our shareholders. So this will be affecting all of us. Everybody is going to hurt as a consequence of this crisis. So this item has been withdrawn. Now item 6, which is the granting of discharge of members of the Executive Board for their management in the financial year 2019. I propose to the management to grant discharge as members of the Executive Board for the exercise of their duties in the financial year 2019. I'd like to add to that that this discharge concerns the work conducted and the tasks carryout. As reported in the annual report, financial statements -- communications made at the Annual General Meeting and further public announcements made prior to adopting financial statements 2019. So no other questions were submitted concerning this item, and that means that we can immediately proceed to the vote on this proposal to grant discharge of liabilities of members of the Executive Board. Civil-law notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote, and I'm going to invite you to cast your vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeThe vote is closed.
H. L. Noy
executiveThe results are shown on the screen. So this is the outcome of the vote, and I confirm that you've granted discharge to the Executive Board for their management in the financial year 2019. And I would like to thank you for your trust in the Executive Board. With that, I'd like to proceed to granting of discharge to members of the Supervisory Board for their supervision of the management in the financial year 2019. I'm proposing to a general meeting to grant discharge members of the Supervisory Board. That is, those who carried out the position of members of the Supervisory Board. I'd like to add once again that this discharge concerns the work conducted and the duties performed insofar as reflected in the annual report, financial statements, announcements made at general meetings and other public announcements prior to the adoption of the financial statements 2019. Are there -- there are no questions. No questions have been submitted on this item of the agenda, which means that we can proceed to the vote on this item of the agenda. The notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote, and I'd like to invite the shareholders to cast their vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeAnd I'm closing the vote.
H. L. Noy
executiveThe results are shown on the screen. So this is the outcome of the vote, and I confirm that you have granted discharge from liability to the members of the Supervisory Board for their supervision of the management in the financial year 2019. Thank you very much for your trust in us. And with that, I'd like to proceed to the remuneration policy. Starting with the determination of the remuneration policy for the Supervisory Board. Adoption of remuneration policy of Supervisory Board has been put on the agenda as a separate item on the agenda. And this is in accordance with the new guidelines for shareholdings. And every 4 years, the remuneration policy is submitted to the general meeting for it to be adopted. And the remuneration policy has been included in remuneration report, which is stated on Page 80 and further. The remuneration policy is, by and large, in line with the existing remuneration of Supervisory Board as established and adopted by the AGM in 2017. The 2 changes. First of all, the addition of so-called derogation clause that provides for certain deviations from the policy in extraordinary conditions or circumstances, that could be a temporary appointment of a delegated Supervisory Director that will be given an additional remuneration, given the work that is to be done, which is a situation that comes up with respect to colleague Paul Sheffield as delegated Supervisory Director supporting the Executive Committee in his advising role. The second change concerns the increase of the fixed remuneration for the chair because of the time that it takes to carry out this duty. The Central Works Council has issued a positive opinion with respect to the proposed remuneration policy. And by the way, the Supervisory Board, as you know, has decided because of the corona crisis, to hand in 20% of its remuneration as long as the pandemic continues. And in line with that, it is also been decided to -- not to implement the increase for the Chairman. There are no questions that have been submitted with respect to the remuneration policy. And that means that we can now proceed to the vote concerning remuneration policy for the Supervisory Board. The notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote with respect to the remuneration policy for the supervisory vote and I'm inviting you to cast your vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeThe vote is closed.
H. L. Noy
executiveWe see the results on the screen, 99.99%. So the result is the outcome of the vote. And therefore, the remuneration policy of the Supervisory Board has been adopted in accordance with the proposal. And now we can proceed to 7b, which concerns the adoption of the remuneration policy for the Executive Board, which is also on the agenda. There's a separate item on the agenda. And in accordance with the new guideline or directive for shareholders, it has been decided to submit the remuneration policy every 4 years to the AGM. The remuneration policy has been included in remuneration report, pages 80 and following of the integrated report. The proposed remuneration policy, by and large, coincides with the current remuneration policy as adopted by the -- for the Executive Board at the AGM 2015. Remuneration Committee has consulted with major shareholders, proxy advisers and representatives of institutional and private investors. And the remuneration policy appears to be supported. The 2 changes, there's a derogation clause that has been included for exceptional circumstances and the second change concerns more transparency also in the selection, the beforehand of the criteria of variable remuneration, but also accountability afterwards. Central Works Council has issued a positive opinion on the proposed remuneration policy. And with respect to this item of the agenda, no questions were submitted, which means that we can proceed with the vote on the adoption of the remuneration policy for the Executive Board. The notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote and I'd invite the proxy holders to cast their votes. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeThe vote is closed.
H. L. Noy
executiveThe results are shown on the screen. Well, these results are then taken as the outcome of the vote and the remuneration policy for the Executive Board has been adopted by your AGM in accordance with the proposal. And now we can proceed to item 8, which concerns the composition of Supervisory Board. Item 8a concerns the appointment of Mr. H.Th.E.M Rottinghuis as a member of Supervisory Board. By means of a press release, on 3 March 2020, the company has announced that its Supervisory Board intends to nominate Mr. Rottinghuis as a member of Supervisory Board. This nomination relates to my intention to retire as Chairman of the Supervisory Board later this year and the intention to appoint Mr. Rottinghuis as my successor. And the reinforced right of recommendation as referred to an article 2:158, section 6 of the Dutch Civil code will apply to this appointment. Central Works Council announced that it wishes to recommend Mr. Rottinghuis as a candidate for the appointment to the Supervisory Board. The Supervisory Board has considered that Mr. Rottinghuis has extensive experience in general management positions but also supervisory directorship, in large companies, not only in the Netherlands but also abroad, particularly at CRH, which is a leading supplier of the building market. There he acquired a lot of knowledge with respect to product supply, logistics, project management and tenders. And furthermore, Mr. Rottinghuis has affinity with the building industry. His personality as a team builder, makes him an excellent member of the Supervisory Board. Given his knowledge and experience, Mr. Rottinghuis will strengthen the competencies in the Supervisory Board. The members of the Supervisory Board, therefore, reached the conclusion that Mr. Rottinghuis' skills fit the Supervisory Board. Therefore, he has been nominated. The details of Mr. Rottinghuis had been published on the website of the company. Your company -- your meeting has not availed itself of the -- its right to nominate another candidate. So therefore, the Supervisory Board would like to confirm its intention to nominate Mr. Rottinghuis for a period that will end at the AGM 2024. And with that, I'd like to give the floor to Mr. Henk Rottinghuis to introduce himself briefly and to explain his candidacy. Henk? Now let's see whether technology works. Oh, I shouldn't have said that. Oh, apparently, his microphone is on mute, and he has to unmute his microphone.
Henderikus Th. E. M. R. Rottinghuis
executiveCan you hear me?
H. L. Noy
executiveYes, excellent. We can even see you and hear you.
Henderikus Th. E. M. R. Rottinghuis
executiveFirst of all, I'm very pleased by the fact that the Central Works council supported my candidacy because I attach great value, great value to workers' representation as in place in the Netherlands. And I'm honored by the fact that my colleagues have requested me to help them supervise a company that has been able to get through good and difficult times for more than 150 years. This tells us a bit more about the DNA of the company and the values of that company, an important precondition for continuity. Another important prerequisite, and it may well be the most important one, is sound financial performance, but continuity is also being -- has also been guaranteed over the past 150 years by constantly asking what it is that you want to do and what you don't want to do. What is it that we want to do? What is it that we no longer want to do? And I think that over the next few years, we still have to make some progress. And I'm looking forward to working with BAM in answering these questions. I have seen that BAM has excellent and qualified employees that focus on innovation and technical sophistication. And it also means that the development that has been outlined by Rob van Wingerden, that sustainability is going to be an important precondition to have a license to operate in the market. And this is important. We obviously have this responsibility to society, but also as a business model for the future. If I can say a few words about the shareholders' interest, I've seen in the first few weeks when I got to know BAM internally. I see that people are quite aware of the fact that shareholders are disappointed with its performance right now, and it's up to all of us at BAM to make sure that we put this to bed. In the short-term and in the long-term, it's important that we achieve good returns. That is clear to one and all. If I can say a few words about the crisis situation that I have experienced from close by, it impresses me the way people are facing this crisis. It's not easy, but it makes me feel positive about the changes that we need to make, and we're going to make helped by a Supervisory Board, hopefully, that can challenge, that can encourage and can control and check. I would say 3 things are important. First of all, continuity by means of improved operational result, that is the -- of the utmost priority and good financing. We will have to make changes by deciding clearly what it is that we want to do and what we don't want to do. And we'll also have to make an important contribution to a sustainable society, also in good and close cooperation with society. Now if we get a grip on that in these matters, I think that we can serve the interest of our shareholders the best -- as best we can.
H. L. Noy
executiveThank you, Henk, for this explanation and the way you have philosophized about the Supervisory Board. Thank you for that. And as far as this item on the agenda is concerned, a couple of questions were submitted. Questions that some are not entirely relevant. There's one question from Mr. Decker, who's wondering how BAM wants to improve profitability and solvency? Well, when we would -- well, we discussed this earlier on when we discussed the report of the Executive Board. So I'm not going to repeat that. Then there's another question from Mr. Rinks, who is an investor. He talks about the procedures that we follow -- the selection procedure that we follow in order to select new supervisory directors, and he refers to the fact that Mr. Provoost's stepped down after a short period of time for personal reasons. Yes. Well, that was quite unfortunate. No other word for that. But these personal circumstances, the reasons for him to step down must be respected, which means that we restarted the procedure. Unfortunately, we've been able to find an excellent candidate in the person of Mr. Rottinghuis. Then a question from the VEB that specifically refers to Mr. Rottinghuis. The VEB says that most loss-making items over the past few years came through from large projects, and the VEB is asking what Mr. Rottinghuis' knowledge and expertise is in order to analyze the root causes? Well, Mr. Rottinghuis is very familiar with the construction industry, and he has a lot of experience in supervisory directorships, but also executive board memberships, CRH, I referred to that, large supply in the building sector. Mr. Rottinghuis himself did not say this, but I would like to highlight it, and that is that Mr. Rottinghuis comes from -- or has building running through his blood because both in his family and in the family of his wife, they had a construction company. [ Rottinghuis' construction company ] is well known. So Mr. Rottinghuis is quite familiar with the building industry. And furthermore, supervisory directors need not all be specialists in terms of large projects, and we have a very experienced Supervisory Director in Board, Mr. Sheffield. He has a great deal of experience with large projects. And finally, I can inform you that Mr. Rottinghuis until recently was part of the advisory council of the public works directorship, which is a position that he has left now, now that he's becoming a Supervisory Director at BAM. But he took part in those debates at the public works institution. And so he has experience, experience that -- especially in those areas in which BAM has encountered major problems over the past few years. So those are the questions concerning this item on the agenda. I can confirm that there are no further questions. And that we can now proceed to the vote on the nomination of Mr. Rottinghuis as a Supervisory Director of our company. The civil-law notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote, and I'd invite the proxy holders to cast their votes. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeAnd I'm now closing the vote.
H. L. Noy
executiveYou can see the results on the screen. So with pleasure I'm confirming these results. And I confirm that the meeting has appointed Mr. Rottinghuis as a member of the Supervisory Board. On behalf of the Supervisory Board, I would like to thank you for your trust in the Board. And I would like to congratulate Mr. Rottinghuis, obviously, and wish him well in his position, and we're all looking forward to working with him. Ordinarily, there'd be a big hand of applause from the audience. Well, we can do this, the 4 of us, but that would sound pathetic, but anyway. So congratulations Henk with your appointment. On with item 8b, which is the -- my own position really, which is why for this item on the agenda I shall give the floor to Mr. Boon, the Deputy Chairman of our Supervisory Board. Of course, sir, I'd like to give you the floor.
G. Boon
executiveYes. Thank you, Mr. Chairman. Let me first check whether you can hear me.
H. L. Noy
executiveYes, we can hear you. And we can see you.
G. Boon
executiveOkay. Great. So the press release issued on 3 March 2020 announces the intention of the Supervisory Board to nominate Mr. Noy for the appointment as a member of the Supervisory Board at the end of the AGM today. The second 4-year mandate of Mr. Noy will end. And the reappointment has to do with a good handover to Mr. Rottinghuis in the course of 2020. Central Works Council has announced that it supports this nomination and does not recommend any other candidates. Your meeting has not recommended any other meetings either. And so therefore, the Supervisory Board would like to confirm the intention to nominate Mr. Noy for reappointment for a period that will end at the AGM 2021. Given the nomination of Mr. Noy, prior to this meeting, no questions, no observations were submitted, which is why I suggest that we proceed with the vote proper.
H. L. Noy
executiveNotary, can I request you to start the voting?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote on the reappointment of Mr. Noy. You can cast your vote now. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeAnd I hereby close the vote.
G. Boon
executiveAnd the results are shown on the screen. Okay. This is the result of the vote, and I can confirm that your meeting has reappointed Mr. Noy as a member of Supervisory Board. On behalf of the Supervisory Board, I would like to thank you for your trust, and I would like to congratulate Mr. Noy with his reappointment.
H. L. Noy
executiveThank you, and thank you for your trust in me. And with that, we can proceed to item 9, confirmation of the Executive Board's authorization to a issue, respectively, grant rights to acquire ordinary shares and cumulative preference shares F. General meeting is requested to designate the Executive Board for the duration of 18 months' period starting today as a body authorized to issue and/or grant rights to acquire ordinary shares and/or cum pref shares F up to a maximum of 10% of the number of ordinary shares and cum pref shares outstanding at the time of the general meeting. This gives the company the possibility to act flexibly and swiftly should it be necessary. The company at this point in time does not have a specific purpose in mind, and we feel that it's also in the interest of the shareholders to grant this authorization. It gives the company the possibility to act swiftly. The decision of an AGM could be too time consuming and early publicity could have undesirable effects. And I would like to emphasize that the Executive Board and Supervisory Board will deal with the interest of shareholders in a responsible way. If this authorization is granted, it will replace the authorization granted last year. I confirm that no questions were submitted with respect to this authorization, which means that we can now proceed to the vote on the authorization of the Executive Board. The civil-law notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeI'm opening the vote, and I would request you to cast your vote. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeThe vote is closed.
H. L. Noy
executiveAnd the results are shown on the screen. I can confirm this result, and I confirm that your meeting has authorized the Executive Board to issue and grant rights to acquire ordinary shares, cum pref shares F under the conditions as explained under this item of the agenda 9b. This resulted in 9b restrict or exclude preemptive rights upon issuing respectively granting rights to acquire all the shares. The general meeting is requested to designate the Executive Board for an 18-month period starting today as the body authorized to exclude, respectively, restrict the preemptive rights upon issuing and/or granting rights to acquire ordinary shares up to a maximum of 10% of the number of ordinary shares as in item 9a. No questions regarding this agenda item was submitted. No. No questions, which means we can move straight on to the vote on agenda item 9b.
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is open. Please cast your votes now. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is closed.
H. L. Noy
executiveAnd there you see the results on the screen. Thank you. So I conclude that your meeting has voted to designate the Executive Board with the powers as set out in agenda item 9b. This brings us onto agenda item 10, authorization of the Executive Board to have the company acquire ordinary shares in the company's capital. The general meeting is requested to authorize the Executive Board for an 18-month period starting today within the limits of relevant legislation and subject to the Supervisory Board's approval, either on the stock exchange or privately to acquire ordinary shares in the company's capital up to a maximum of 10% of the capital issued on the day of acquisition at a price, excluding expenses, not lower than the normal value of the shares and not higher than 10% above the average of the closing price of the shares on Euronext Amsterdam during the 5 trading days immediately prior to the acquisition date of the shares. This authorization would replace the authorization granted last year. No questions regarding this authorization have been submitted, and that means that we can proceed to the vote. Notary?
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is open. Please cast your votes now. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is closed.
H. L. Noy
executiveAnd there are the results on the screen where we, therefore, conclude that your meeting has authorized the Executive Board to have the company acquire ordinary shares in the company's capital, subject to the conditions I ran through a moment ago. This brings us on to agenda item 11, reappointment of Ernst & Young Accountants LLP as external auditor responsible for auditing of the 2021 financial statements. The general meeting is requested to reappoint Ernst & Young Accountants LLP as the external auditor responsible for auditing 2021 financial statements. As part of its consideration of the 2019 integrated report, including the financial statements, the Supervisory Board assessed the relationship with the external auditor based on report from the Executive Board and the evaluation and recommendation of the Audit Committee. The Audit Committee stated that this recommendation is free from influence of the third party, et cetera. Based on this assessment, the Supervisory Board's experience with the external auditor and the external auditor's expertise with regard to the construction industry in general and Royal BAM Group, in particular, the proposal to the general meeting is to reappoint Ernst & Young Accountants as the external auditor responsible for auditing the 2021 financial statements of the Royal BAM Group. The reason for this question is, I think it will be too late to put this question to you next year because it'll already be 4 months into 2021, the [ year-in ] question. No questions regarding this reappointment have been submitted, which means we can now proceed to the vote.
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is open. Please cast your vote on the reappointment of the auditors, now. [Voting]
Johannes Daniel Maria Schoonbrood;Notary Public
attendeeVoting is closed.
H. L. Noy
executiveAnd the results are on the screen. Well, look at that, 100%, 100.00%, right? Well, I note that result, and I conclude, therefore, that your meeting has reappointed Ernst & Young Accountants LLP as external auditor responsible for auditing the 2021 financial statements. Well, we've now come to agenda item 12. Any other business? And normally, of course, we would be expecting to have all kinds of questions coming in from shareholders. But sadly, there's no possibility for that to happen under current circumstances. So I only have one thing I'd like to say, and that is the shareholders' outing. We always announced the shareholders outing every year, and I'm very sorry to say that there won't be one this year because of the special circumstances in which we are all living. And I hope -- well, let me just say that all nonessential spending has been halted for the time being. And in the light of the coronavirus crisis, it wouldn't make any sense to go ahead with an excursion. So I hope that this will not prevent BAM shareholders keeping a close eye on progress on the various BAM projects. Now before we move on to the very last agenda item, which is closing, I would just like to take a minute or 2 to say farewell to Rob van Wingerden, who is Chairman of the Executive Board and CEO of Royal BAM Group. Well, Rob. A couple more minutes to go, and then you will cease to be our CEO. I remember very clearly. When you were nominated by the Supervisory Board back in 2014, you were already a member of the Executive Board. And we had a discussion and decided to name you as Chairman of the Executive Board. Immediately, there were some significant challenges facing you because we've just been through a difficult time, and there was an awful lot of work to be done. And under your leadership, you carried out the Back in Shape program with 2 important objectives, EUR 100 million in cost savings and EUR 300 million improvement of working capital. And quite quickly, I think it was from October 2014 to the end of 2015 you and/or your team succeeded in achieving both objectives with flying colors. So yes, you really laid a very good foundations for BAM. That's a real achievement. The second thing I'd like to say is regarding your initiative, when you launched the One BAM program. It's difficult to imagine now really, but when you started out, BAM was a sort of a confederation of independent operating companies, which reported back to the Executive Board. But there wasn't a greater coherence in the whole thing. You had a clear vision. You thought it couldn't carry on as it had been. And we and the Supervisory Board completely agreed with you. You then launched the One BAM project. There were reasons for doing it because you were better aware than anyone else of the rapid progress of computerization. So before we actually build things in practice, you have computerization and huge amounts of money and resources being -- would be wasted if each OpCo did its own computerizations. That was one reason for having the One BAM project. And the same applied, in fact, to your vision of the construction process. You understood that there was going to be far more industrialization in the future, which meant you have to have much more interconnection within BAM because economies of scale are required in order to make any progress. You can't have everyone just going their own way. So the One BAM philosophy, the One BAM project was -- program was very much based on your vision of the construction sector. And we were delighted to see that you really were leading the pack in the sector with that vision of yours. You really served as a figurehead for the whole sector. Then we had a particular strategic objective, which was [ pretty ] results was more difficult to achieve. We talked about it at great length. Of course, no great surprise there. A huge amount of energy was put into it. Of course, it's all kinds of reasons why it didn't work out one way or another. But, as CEO, you are responsible not only for the good things, you're also responsible for the things that don't work out. The buck stops with the CEO, both good things and unsuccessful things. Now late last year, early this year, we valued -- evaluated everything, looked at everything in detail. And we reached an amicable agreement. As the end of your term in office approached, it was time to pass the baton on. So here we are, 2016 to 2020. Now things are coming to an end. I think it's time to lay the foundations for a new strategy and we reach an amicable agreement. So the best way to do that would be with someone new at the helm. So you've been member of the Executive Board, many years. You've been 5.5 years -- over 6 years, you've been CEO. And we do not want to forget that ever since 1988 you've been working in this company. Now you haven't completely left yet because it's been agreed that you will carry on as adviser to the Board until the 1st of July. That's in order to make sure the handover can go smoothly, and you can tie some loose ends. But I would like to thank you now. Rob, on behalf of the Supervisory Board, on behalf of whole of BAM, thank you very much for all you've done in the last years. I am in no doubt that the company is now a totally different [ animal ] from the one it was when you started out. We haven't got it all done yet, as we noted in today's meeting. There's still work ahead of us, but you have done excellent spade work. And I think you are entitled to look back with a great deal of satisfaction. And now I'll give you the last word.
R. Wingerden
executiveWell, thank you very much, Harrie. That was very kind words. This is the end of the road, ladies and gentlemen, but it is only for me as CEO. It's strange making my farewells, particularly in these strange times with the coronavirus, which is impacting all of us. All I can do is wish everyone all the best, good luck and good courage for your health and also on the economic front and the business front. Of course, my departure is of secondary importance to the virus. But as Harrie said, I've been in the company for 32 years, 12 years on the Executive Board, 5.5 years as CEO. I worked my way up from the bottom of BAM to CEO. I worked in Maastricht, in Germany, and Hong Kong and Taipei. So what was it that motivated me to remain in this company, in this sector for such a long time? Well, the kind of activity and the motivated, intelligent people here who can achieve the unimaginable. They can get dreams and make them real. People work in a wonderfully interesting sector, which enables people to live and work and have fun and travel as they wish safely without flooding and without damaging the planet. Now of course, there's huge risks regarding margins being far too low. If anything goes wrong in BAM's world, it's very difficult to find anyway of offsetting it. So we have a volatile position, and we are very vulnerable, which makes construction a less attractive sector than ought to be for working in and innovating in and investing in. We have significant overheads, and we're very much subject to economic fluctuations and circumstances. And we have to look around for new systems and new products, which will be required by our clients. And as Harry said, we got to look at sustainability, we've got to look at safety and healthy at work -- health at work, climate management, energy saving, circularity and realistic prediction, as all these things are required and we need further innovation in order to remain attractive to the new generations. That's why -- when I became CEO in 2015, that's why I started with the various projects that I launched in order to underpin the strategy for 2016 to 2020 building the present, creating the future, as it was called. Now in order to improve businesses in current years and in order to ready BAM for the future with a real mission to have an ideal situation for everyone who's involved in the company. So that young people as well can get involved with the company and really identify with it. And with important objectives, both financial and otherwise, everything was driven by the vision. There was a lot of concealed potential in the company not being used. Potential is using scale and expertise, but also the portfolio, capitalizing on scale, skills and scope within the organization by introducing new procedures and systems and so on. That's not the end of the story. You need to change the culture of the company. And that's a long, drawn out, complicated thing to do. We've made a lot of progress in BAM. Slowly but steadily, we have changed the DNA of the company. Rather than each company and each project sorting its problems out on its own, we've enabled ourselves to cooperate and learn from each other and do everything in the same way when we can and only deviate from our standards when it's required by individual projects. That's a good way of avoiding mistakes and getting better financial results. So BAM is undergoing transformation at the moment. BAM, of course, is built up of a number of operating companies with their own modus operandi and their own cultures, and that made it very difficult to do this. And that's why, as Harrie said, policy had always been very decentralized in the past. Technical training also created this culture of autonomous technical solutions being found rather than having a collective centralized approach. And that led to an imperfect relationship with the market. Imperfect because the client determines what happens. We have to do what the client says. The client is king. This can lead to -- if we're not careful, you can end up with competition based on price only rather than innovation. We could see there was a cycle whereby sometimes events had an impact only many years after the event itself. We've had the nitrogen issue, the PFAS issue. And now, of course, you've got the coronavirus, which will have an impact for many years. Not just that there will be less production in the coming couple of years, but fragmentation around the various different components of the company meant that no one person could actually make a huge difference, but we can move forward one small step at a time. BAM has gone down the right road. And we're going to see, of course. The market itself is going to operate very different anyway. BAM, contributed to the most [ geometric ] infrastructure environment, coming up with its new approach because it understands that the country itself needs to have a viable construction sector. So BAM is working flat out on making sure the sector as a whole can function better in the future. Well, looking back over the past year, what do I see, if I look around me? Well, we can see a lot of change is happening all around, so it is difficult to achieve reliable, predictable results. Like all shareholders, I wish we could have -- things could have been different regarding share price and dividend. So please be quite clear about that. The IJmuiden lock, the car park in elsewhere, the project difficulties in Germany. They've all given us blows to bear. We can see sometimes 2 steps forwards and 1 step backward or even 2 step back. But that doesn't mean that we have not chosen the right direction in which to develop. No, it just goes to show that it's going to be a long, drawn out and painful and difficult process of transformation, but it is necessary. We have to have long-term improvement. And we need, therefore, to look not only at the share price and the dividend, but at fundamental change to the company. It's a very tough thing to do. We can't simply go for it to be in a straight line. Now, however, the future prospects of BAM are very attractive. And full recovery of the sector is likely with, of course, robust, healthy results, both financial and otherwise. And don't necessarily look at [ facts ], a lot of things are going very well. We have thousands of projects every year, hand it over to satisfied customers on time. We've got work in Rotterdam. We've got digital construction works and the CDA list of the most -- as being one of the most sustainable companies in the world. Also the question of safety. And also the irrevocable changes that should be made, which are not immediately visible. And of course, all our workforce, which make it possible for us to do this. We have every reason to be proud to be involved in this magnificent company. There's a huge challenge. It's really worth it. And yes, there is still room for improvement. I've been delighted and very proud as I look back of my life in BAM. BAM has existed for 150 years, 150 years last year, in fact. I'd like to thank everyone. First of all, I'd like to thank everyone on the Supervisory Board for their confidence during this turbulent period. In particular, my thanks to Harrie as Chairman. And I can look back at a very close cooperation with the Supervisory Board. Very much involved in the day-to-day affairs of the company. I'd like to thank the Works Council for their very constructive attitude. I'd like to thank all our clients for their confidence in us. I'm also thinking of all our partners in the chain. Thank you for cooperating with us. And thank you to the young BAM people for all the innovative, refreshing ideas. My thanks to all the BAM employees for their dedication and extremely successful work. Particular word of thanks to Frans. I've been working together very, very closely with Frans in recent years. And also thanks to everyone also on the Executive Committee. Finally, a word to our shareholders. I've always really valued contact with our shareholders. And I was delighted to see the e-mails that I received from the shareholders that they're happy with the company. I wish Henk every success. Thank you to everyone, and I wish you all excellent health, and I hope to see you again.
H. L. Noy
executiveThank you very much for your words of farewell, and I'm not surprised that you are in an emotional state in the light of your final speech. Well, this brings us to the last point at today's meeting. This brings us to the end of today's meeting. Thank you all very much for joining us, either here in the room or on the webcast. Thank you for your interest. I hope most sincerely that next year's Annual General Meeting of Shareholders can take place under normal circumstances, not here in an office, but in the Postillion Hotel. On behalf of the Supervisory Board and the Executive Committee, I wish you all the very best in these trying times. I hope that we will be able to welcome you again in the near future in more normal circumstances. The meeting is closed. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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