Koninklijke BAM Groep nv (BAMNB) Earnings Call Transcript & Summary
April 10, 2024
Earnings Call Speaker Segments
Henderikus Th. E. M. R. Rottinghuis
executiveVan cares deeply about security, but despite all the security measures, accidents can still happen. It's impossible to avert them in some cases and that became clear very recently in Locum where there were 2 fatalities that we regret, in a tragic accident 2 staff of our subcontractors were killed and 2 others who are injured. We deeply regret that and our sympathies go to the victims, their family members and anybody else involved. Royal BAM is a Dutch company and this meeting is, therefore, conducted in Dutch and is available directly on webcast even in English through simultaneous interpretation at the rear of this room.
Operator
operatorNon-Dutch participants to this meeting can listen to the English translation of what is being said in this meeting.
Henderikus Th. E. M. R. Rottinghuis
executiveI'm also pleased to welcome representatives from the Central Works Council present here and [indiscernible] Bam Group. I'm also pleased to welcome Mr. [ Don ] signing partner for EY who will be addressing you later on and the external auditor who audited the financial statements of the group for 2023 as well as Civil Law Notary, who is also well known here and will be supporting the voting at this meeting. As you can see all members of the Supervisory Board and the Executive Board are also present -- also present in this room are the 3 other members of the Executive Committee, which in addition to the Executive Board members comprises Mrs. Van Hooijdonk-Verboom and Mr. Nelis and Mr. John Wilkinson, as COO for the Netherlands division and the U.K. division, COO -- excuse me, U.K. and Ireland, they're both COOs of those respective divisions. I designate Mr. Beckers, General Counsel and Company Secretary, as the secretary tasked with drafting the minutes for this meeting. For the sake of the minutes, a digital audio recording will be made of this meeting. The meeting has been convened through an announcement on the corporate website on 27 February 2024. Simultaneously with the convening notice, the annual report for 2023, the agenda with explanatory notes and other documents as well were published on the company website. Then on March 2024, the agenda was updated by canceling Agenda Item 9C concerning the temporary severance pay for the Executive Board. As a standard practice by now, the meeting documents have been drafted in English and the same holds true for the presentation during this meeting, as stated this meeting will be conducted in Dutch. And it was announced in the convening notice that Wednesday, 13, March 2024, 6:00 p.m. is the record time for registration and the convening notice also indicated the manner of registration for this meeting and the way that shareholders could issue proxies with voting instructions and the convening notice also indicated that shareholders submitting questions in writing through April 3, would receive answers to those questions as well. The questions will be published on the BAM website, no questions were received in writing from individual shareholders. Shareholders participating online had the opportunity until April to indicate whether they wanted to ask questions during the meeting, nobody expressed that they intend to use this opportunity. Please restrict the number of questions each round to 3. I'd also like you to keep your questions short and snappy and possibly to curtail your questions to the same maximum 3 in additional rounds. For the sake of an orderly meeting, I will supervise this carefully. I reserve the right to intervene if the questions exceed the time limit. And we aim to answer all your questions, any questions that have not been answered on each item may be addressed at any other business, but questions that have already been addressed will not be addressed again. And the answers to the questions asked during this meeting that are not answered will be answered as quickly as possible after the meeting and posted on the company website. Like last year, there will be -- there will not be votes after each agenda item. The vote on the agenda items will remain open throughout the meeting and will be closed after agenda item 12, and that means that you may cast your vote throughout the meeting and shortly before closing the meeting, we will announce the voting results via the Civil Law Notary. The number of shareholders present or represented to cast their vote will be announced to you later on during this meeting. And I would like to conclude this introduction and move on to item 2 on the agenda, which is the report of the Supervisory Board regarding the 2023 financial year. This report appears on Page 59 and following of the annual report. And the report describes the duties of the Supervisory Board and the duties of the commissions that are within the Supervisory Board as well as the composition of the Supervisory Board and the Executive Board. This is your opportunity to ask questions about this report, please state your name and, if applicable, the organization that you represent. Questions about the report, and I note that you've taken note of the report and we'll move on to the next agenda item which is the application of the remuneration policy for the Executive Board in 2023. Application of the remuneration policy for the Executive Board is listed as a separate agenda item to account too and discussed in the general meeting. Shareholders may issue an advisory vote on this application corresponding with the requirements in the applicable shareholders' directive. An explanation concerning applying the remuneration policy for the Executive Board in 2023 appears in the remuneration report, which also appears in the annual report on Pages 68 and following. You now have the opportunity to ask questions about that Mr. Koopmans, Chair of the Remuneration Committee, is present here to answer any questions you might have. I note that there are no additional questions or comments and would now like to open the vote for applying the Executive Board remuneration policy in 2023 as described in the remuneration report I just mentioned. For the record, your vote in this respect is advisory. At the end of the meeting all voting items will still be open and you may cast your vote until agenda Item 12. 2C application of the remuneration policy for the Supervisory Board in 2023, application of the remuneration policy for the Supervisory Board, also features on the agenda as a separate agenda item to count -- too and discussed in the general meeting. The shareholders will also be given the opportunity to cast an advisory vote concerning this application corresponding with the requirements in the shareholders' directive -- application excuse me, an explanation to the application of the remuneration policy for the Supervisory Board in 2023 appears in the remuneration report on Pages 78 and following of the annual report. Shareholders now have the opportunity to ask questions about this and Mr. Koopmans is once again happy to answer questions. If there are no questions or comments we may now apply the remuneration report for the Supervisory Board as described in the 2023 remuneration report. This once again is an advisory vote. Our people have now completed the count present and represented shareholders. So people entitled to vote at this meeting, 445 and the total share capital, 82,835,035 shares, which is a percentage of 30.8%, which is more than it was last year. Of course, we welcome that. And now the report from the Executive Board concerning the 2023 financial year, including the new strategy for the coming 3 years 2024 to 2026 and I'll ask Mr. Joosten, the Chairman of the Executive Board to elaborate on that. You have the floor, Mr. Joosten.
R. Joosten
executiveThank you very much, Mr. Chairman. Also a very warm welcome from me. I see several familiar faces this afternoon of loyal attendees, thank you very much. I will recap briefly on 2023 and then elaborate in more detail on the policy for the next 3 years, although this meeting is really about 2023, it might interest you to hear more about our plans for the future. Now first, 2023, you see a slide with a recap of everything that happened last year. The company had revenue of EUR 6.3 billion with a net result of EUR 175 million. which is a record high for BAM and also related to tax windfalls in 2023 and was also based on excellent operating performance which is visible from the EBITDA exceeding EUR 300 million, and we're extremely proud of that. But BAM's percentage is 4.9%, I'll explain how that's been estimated later on as well as other KPIs are excellent for 2023. So the capital ratio, the company solvency, our balance sheet, our reserves, we always had at least 20% and at this point we exceed 23%. So insolvency BAM is doing well. Now if we look at the 2 divisions, because after the restructuring of BAM, we have 2 major divisions. First, let's look at the Netherlands and you see revenue of nearly EUR 3 billion with an excellent operating result for 2023, a 4% improvement to EUR 179 million on a market that cannot be described as fantastic, especially in residential. So residential construction, you probably read about that in the papers daily. The Netherlands at present is in a strange situation, huge demand for housing and huge shortage of housing for starters and for many people. We're not building enough homes, is something wrong? Is something bothering us? Of course, we'd love to build more homes in the second half of the year, I believe we made considerable improvement with respect to the first half year because we did sell 1,670 homes but that's less than in previous years, largely compensated through renovation projects which accommodate part of the decline in new construction sales in the Netherlands and of course, we hope that will change quickly and that we can ultimately meet demand of Dutch citizens. As for non-residential, that was impacted last year by projects on the verge of completion in Denmark and in the second half of the year. Non-residential really got off the ground with a good order book for the future. As for civil engineering or Infra has been doing well for several years after some serious problems. As you know, concerning 2020 and in the years before, these concerned sluices and dam dikes. And now fortunately, we can say that we've emerged from that stage, and we have excellent return on our Infra activities in the Netherlands and our order book is also doing well with 13% growth. Now as for the U.K., this is a fine bridge in Yarmouth and you see that the revenue is just a little bit higher than in the Netherlands. As you understand, the COOs are constantly competing to see who can generate the highest profit because, of course, they're very close together, they're neck and neck, so that's excellent. And yes, John, appreciates the translation. And you see over EUR 3 billion with a very fine result, another record for the U.K. for 2023. Once again, it's a tough market comparable to the Netherlands, there is a shortage of housing but little residential construction, we don't do residential construction in the U.K., which may be a silver lining, but we are operating in Infra and several engineering, we have major orders, and they're very successful. And what's known as building and technology here is also under pressure on the office markets for commercial properties. So we are impacted, but luckily, we're very strong in hospital, schools, education, so that we're able to offset part of that. As for Ireland, they had a good year with huge revenue in a big hospital project, a National Children's Hospital, which is nearing its end, so revenue might be under pressure. The order book is still at a good level of EUR 4.5 billion. The next slide. And this morning, I told the Supervisory Board, I can talk about this until the cows come home because you see the target for 2023 at the right, that's the column we presented in February 2021 when we are presenting BAM's new strategy, building a sustainable tomorrow based on sustainability and focus mainly on derisking in the first years, divesting Germany, divesting Belgium and stopping BAM International, no longer entering high-risk projects at the core of the strategy for those years. At the same time, we're working on a sustainability strategy for the future. First, however, we wanted to deleverage and remove some of the risk. And you see the targets on the right-hand -- and believe me, this is the very last time [hang] that I'll be presenting this column but it might be nice for you to see it once more. We have approximately 5% EBITDA as our target we achieved EUR 4.9 million, and our revenue was promised at EUR 5.5 billion, but ended up at EUR 6.3 billion, including some inflation and then return on capital employed, that's for shareholders, it's important to see how much return you make on your invested capital. I think we're very proud to achieve 13.7% and trade working capital is negative, which is very good on this one. Negative working capital means that the invested capital is minor for a company such as BAM with a high negative working capital. So that means that the customers are funding part of our operations and that percentage remains high, although we've said it needs to be about 10%, it was slightly better than that at 13%. I mentioned solvency earlier. Some elements of the sustainability strategy were mentioned before that. I'll get back to those in a moment because these are only a few of the elements that are now part of our sustainability wheel which extends beyond only these KPIs. It relates to diversity, circularity, climate adaptation and some KPIs were already mentioned back in 2021, and we have achieved those in 2023. So it's a successful completion of the strategy so that the company is now doing well with robust solvency, a strong workforce that can be highly motivated and looking to the future. And now we're going to talk about the future. After I conclude 2023 with a slide about governance, this is the code that was amended for listed companies. And BAM is pleased to support this because there's long-term value creation talking with shareholders and stakeholders as we're doing with you today. We'll keep doing this. Diversity and inclusion is a very important part of the code and also figures prominently in our strategy, so that matches BAM very well. Now that said, let's look at the 3 years ahead of us. You should see the next 3 years as part of a long-term strategy because that's basically a short time frame for sustainability. 3 years ago, we launched the strategy, building a sustainable tomorrow and now we're going to enter the next stage of sustainable. We're going to do it differently. We're not going to think of something new, we're going to continue along that line, which matches the targets we set for 2026 and 2030, in keeping with targets such as the United Nations as the world considers climate and that 1.5-degree warming that we want to restrict ourselves to in terms of global warming. We -- the targets reflect those types of time frames as well and the BAM goes along with that. So as opposed to a 1- or 2-year target, we have a plan and a budget, but we're looking further ahead than early next year. So to 2026 and 2030, also figure in target setting sustainability KPIs. So for the next 3 years, there will be the next step in the strategy that we launched 3 years ago. Okay, on to the next slide, and we'll call that FTE, focus, transform and expand. And you may think of the term full-time equivalent, that's not what it's about, but it's easy to understand. I hope that next year, you'll still remember that FTE is focused to transform and expand the 3-year strategy. And I'll explain that briefly. Focus also relates to the strategy launched 3 years ago, focus on markets and segments where we can be successful and they are conducive to sustainability without excessive risk, you can see some examples here. Non-residential, that's the highest residential tower in the Benelux, and it's extremely industrial and one story was built every year is safety, and it was built profitably with partners and excellent performance. So also in the U.K., non-residential and infrastructure based on frameworks, not one-off projects, but long-term framework contracts and agreements with the authorities to work on climate adaptation over the course of years and protect England from the rising sea levels and retain that fixed rule, no major infrastructure projects up above EUR 150 million lump sum. We're not going to get into projects larger than that and focus, we're going to focus on major customers that will purchase multiple services from BAM. It could be installation, non-residential, all kinds of, for example, Heathrow Airport, where we have hundreds of people keeping things running far too little, was invested there in recent decades but BAM is now waiting in the wings to revamp it with the management and to restore the quality that Heathrow deserves and large departments of BAM are present there. For example, we're completing the 8th year. Next, transform. If you have focus segments, if you know where money can be made and where you can contribute to sustainability, then you can say, what can we do to innovate and to become stronger and develop profitable positions that also distinguish us from our competitors. One excellent example is housing and another was residential, we call it the Flow concept of timber homes and now we're free to market those. So we'll be launching the first Flow homes, those timber homes on the Dutch market and they have their own IT platform, they're highly industrial, excellent quality homes for residents of the Netherlands, who rather than emitting CO2, can retain CO2 in the timber that build their homes. Transform in the U.K. as well. We say not simply a onetime construction, but a conceptual supply to the authorities of schools that is a better quality and more profitable. Perhaps on the Dutch motorways, you've already seen what we're doing in civil engineering and infra in the Netherlands in terms of electrification, our entire fleet of equipment that's necessary is being gradually electrified. Now on to expand. If we are focused, -- if we are transformed and if we have converted to concepts based on sustainability that are winning propositions then we can increase our market share. That's what we described as expand. Here are some examples. For example, the grid in the U.K. and the Netherlands. There's a huge shortage of this, as you probably read in the newspaper every day, companies are unable to get the power they need, is difficult to build homes because the infrastructure is not ready yet. And solar and wind farms on the North Sea need to be connected to the grid in the U.K. as well as in the Netherlands, and BAM has the solutions. Together with our partners, this is a huge growth market for the years ahead. So in that respect, expand is an excellent example. I may have mentioned what Tenet will be investigating, excuse me, investing tens of billions of euros in the coming years in the Netherlands, the same amounts in the U.K., but triple that. And BAM features prominently there, and we can learn a lot from each other about how to interact with those clients and how best to carry out those projects. Rail is another good example for growth. In both countries they are behind the times on the rail network and BAM can play an excellent role with our experience there. In England, thousands of kilometers of rail still need to be electrified, so that's a huge opportunity awaiting us there as well. And I mentioned renovation in the Netherlands as well as in the U.K., we see more and more, even in London, we see us Space house, which is a wonderful office complex in London. We're no longer considering demolishing premises, as I said we intend to reuse them and repurpose them for the next 5 years with new technology, we can repurpose existing construction. So that's FTE. Those are our targets for the next 3 years because, of course, we'll need those. And we're saying, I'm quite proud to tell you this, we're not going from EUR 6 billion to EUR 10 billion based on this or to 12 billion or 2 huge figures, we're very transparent to our shareholders and our investors. We're saying that, that conversion of operations to a greener agenda and a greener portfolio that's more distinctive and more profitable takes time and that means that we're telling the market, we're going to exceed EUR 6 billion in the next 3 years. We remain robust and will grow to more than 25% solvency. We're not going to take risks, we want to exceed 25% solvency is our main concern and the adjusted EBITDA margin for the company will vary from 4% to 6%, but that will be per annum. So if you've analyzed BAM's results over the past 2 decades, you'll see huge fluctuations but usually below 4%. And now in the past 3 years, that was not the case but each year, we do aim to vary from 4% to 6% because that will enable us to distribute an attractive dividend to our shareholders. So not a target for 3 years from now, but a target for the entire 3-year period, and we will distribute 30% to 50% of net income from operations as dividend to our shareholders. So you see we introduced 3 years ago and the middle of BAM's restructuring, we introduced this revolutionary wheel, which is not only about CO2 reduction, the light yellow [indiscernible] slice, which is incredibly important, does address that, but there are also other very important parts in which construction firms such as Van contributes to sustainability. This includes circularity, climate adaptation, climate debt measures biodiversity as well as social issues such as, there are some examples here, gender diversity as well as safety that's also very important. All these elements combined together are the BAM sustainability strategy. As communicated last year and now have been -- the targets have been formulated more clearly with good road maps in the 2 divisions and working on that future step by step. And next, this is a visual depiction of what this means to visualize developments in BAM's portfolio from a largely gray revenue to a far greener revenue. So I mentioned some of the projects, rail renovation, green asphalt, working on the grid and in residential. So the timber homes are going to become a larger and more important part of BAM and that's that greatly inspires everybody in BAM, including the younger ones you need not only engineers for that, you also need people who know a lot about electricity. So not only civil engineers also people who know about electronics, [indiscernible], physicists, biologists. And of course, you need to know about people and bring the right people on board who -- people who enjoy working on this portfolio. And we can succeed here only with a highly diverse workforce. Creativity is -- everybody needs to be creative to make this work. So everybody should feel welcome and at home at BAM. We want the best people on board. We can do it, in our view we can bring those people on board. But of course, we're also trying to convince people through the right communication. Perhaps we can wrap up by watching a video that will be launching very soon so that we attract outsiders, new talents, and we also bring highly experienced people in to BAM. [Presentation]
R. Joosten
executiveWhat if your life inspired your work? What if your questions held the answers? What if your skills shake the world? We are building a sustainable tomorrow and that is no small promise. A commitment we can't fulfill. Diverse people with innovative ideas to imagine a better tomorrow and to start building here today. What if taking ownership of the journey means getting more satisfaction from the result? What if collaborating in new ways takes us to new heights? What if taking pride in our communities makes safer work places? What if sustainability involves all of us because it affects all of us? What if we rely on each other as our clients and partners rely on us? Why don't we discover the answers together and turn what ifs into what will be? The future is ours to make.
R. Joosten
executiveThank you very much, Rod. A very inspiring clip, I think, showing how much all BAM staff are on board with this and we're going to need them all if we're going to make anything of sustainability. The company's intellectual capacity really is limitless and what we need to do is release it so that we can build a future for our children, which is worthy of the name sustainable. Now are there any questions to Mr. Joosten or any questions about the report in general? Over on my right, please go ahead and please state your name.
Unknown Analyst
analystYes. Can you hear me? My name is [ Honing ]. I've got a question for Mr. Joosten. You were outlining BAM remaining away from large-scale infrastructure projects, you said EUR 120 million or above. Now that's been a very good idea and the last year has been very good. What I'm wondering about the things like the Ministry of Water Management, Pro-rail infrastructure supervisor, and sometimes you do get projects coming through which are bigger than that. So my question is, do you look together with other types of contract form to see ways of spreading the risk or do you simply say no, we won't do it. I'd be interested to hear about the market trends on that.
R. Joosten
executiveWell, yes, thank you, very good question. In the U.K., I'd say, yes, we are above the EUR 150 million threshold but that's certainly particular kinds of platforms, for lump some projects, and we're not going to do that anymore, we're going to keep away from that. But if there's some way of having a fair division of risk so that you have several phases within a project. So the risk is diluted by having more precise detailing of what risk is what that can be included in the price. When that happens then BAM is certainly interested in being a partner for talks. We do have some misgivings about it, we have -- are blooded and scared by some of our previous experiences on this front and we don't want to get that kind of risk back into the company. But we've also got the skills and the technology in-house so we can get to aggressive these projects. So yes, we do want to discuss things with these other parties but in the meantime, we've collected a lot of very interesting new clients who've got all kinds of new interesting things to offer us, and we can earn our daily bread with them. So we've now got a balanced portfolio but having said that, if it's possible to talk about those new types of contract, we are certainly all up for it.
Unknown Analyst
analyst[indiscernible], I'm here for the VBDO, Association of Investors for Sustainable Development. Now we've been in talks with BAM for years, looking at how things can be done better and more swiftly and in a more sustainable way around the world and we are delighted to see that you come up with a fine strategy for 2024 to '26. At that wheel, you showed us sets out for the sustainability aspects and one of the things clearly make [indiscernible] is biodiversity. And there's 3 topics I'd like to talk about as I always do. So one is biodiversity, that's my first topic. There are 3 objectives set out for that. Then there's a score card, which is used in the U.K. in the U.K. Ireland division. And we're certainly very interested to hear when the scorecard will be introduced in the Netherlands as well and are you at least going to be able to tell us something about it in the annual report next year? So that's my first question. My second question, as usual, is more a social based question about the people side of sustainability. And we can see the topic we have addressed at all of our shareholders' meeting, that is to say, a living wage. Now in the Netherlands, I think that works pretty well in BAM, but through the whole supply chain you can see, particularly with building companies, people are second, there are often people coming in from Central and Eastern Europe, labor migrants. To what extent does BAM have an overview of the working conditions that those people work under? Can you do anything about them or could you at least pay some more attention to them? My third question is a governance one. This is lobbying. Now we can see that the large organizations are all members of organization sector or organizations and these organizations often undergo -- undertaking lobbying. So we'd like to hear in the annual report, what organizations BAM is a member of and whether the lobbying that these organizations do is compatible with the company's strategy. For example, you could imagine a sectoral organization lobbying against the Paris agreement. Thank you. Those are a few topics.
R. Joosten
executiveThank you. And yes, indeed, we see you every year. Welcome back to the meeting. Good to have you asking us your regular questions. Yes, you see that biodiversity is indeed part of our strategy. There's also the discussion of how we should work our scorecard. We sell the scorecard for U.K. in 2023. It's ahead of the Netherlands on this front that's because of legislation and so on so these things are moving ahead faster in the U.K. than in the Netherlands. Therefore we thought it made sense to launch the scorecard in the U.K. That gives us some build up some experience and have a learning experience from that. So that's the reply to that question. Well, I've got the floor, I'd say that we've also introduced biodiversity into our tendering process. Starting off with a larger scale tenders, same to the client -- look, can't we find some more biodiversity in the way we address this project? So that has a long-term feeding in biodiversity into our portfolio. It takes some years, of course, because these are multiyear projects, but we're gradually moving in that direction. Reporting, reporting on the scorecard well, I think that in 2026 when we report on 2025, we should be able to see a bit more about that. I'll be quite transparent about where [indiscernible]. Well, it's actually in the U.K., we carried out the test of the score cards in the U.K. in 2024. Living Wage. Well, this is also a very important part of our approach and it's quite true in our sector, along with plenty of other sectors as well, of course. People use foreign workers, sometimes from the EU and sometimes from outside the EU and in my personal opinion that makes life very hard for some people who are working in our projects. Some are working the [Northlands], some of them go back to their country of origin or they work in Netherlands for a long time and I think it's very impressive that people can cope with that. But for us, the least we need to do is make sure people are properly treated, are they being housed properly? Have they got a satisfactory income in line with Dutch legislation or British legislation? And we do that. So BAM itself, there's no question. But when we look at our subcontractors, we look to see whether they are abiding by these rules. The way we do that is investigating them before they are allowed to work for BAM. And if they don't meet the requirements, we don't work with them, those suppliers or subcontractors. So for our projects, everything is satisfactory. The fact remains it is very tough on someone who works for a couple of weeks here, [indiscernible], for example, then has to be whiz off to Poland. That's the situation in the U.K. and also in the Netherlands, not everyone wants to work in that kind of heavy industry. I suppose you want a new ground in closing [ dam ] or something like that. Next was lobbying. Well, Lobbying is not something that BAM's got a complete department for. We're particularly interested in the Dutch and British construction sector lobbying activities. We are members of both of these organizations. You see [indiscernible] is a member of the Board of [ Badalona ] Dutch sector organization. It's a big club in the Netherlands. And this is the way in which we try to do our lobbying. For example, in Hague or in London, but we haven't got a specific department for lobbying. So the question of how do we see what they do. Well, we could read about it on our website as things currently stand. And we can certainly give thought to the question of incorporating it in our annual report. We can say what organizations are members of, for example, I think they should be fine. I think we can indicate that in the coming annual reports. So I think I'd give you a little side saying that the lobby is very, very complicated in the Netherlands just at the moment. We're dealing with new parties in the parliament, which is completely unfamiliar with the political game. And sometimes there are dozens of members of the House of Representatives you just can't get in touch with, and we're currently dealing with a caretaking government will be there much longer. So lobbying is very complicated as things currently stand.
Unknown Analyst
analystWell, I'm glad you're considering including that, we'd love to see that back next year again. And again, I'd like to ask you about the working conditions of the workers from countries outside the EU. Please check them not only at the start, but please check whether it's all implemented with the parties you work with.
R. Joosten
executiveYes, certainly. Thank you very much for the questions. Next question, please. Yes, you've got to walk across to that microphone all the way over there. Sorry.
Henk Slotboom
analystMy name is Henk Slotboom, I'm speaking on my own capacity as an individual shareholder. Now following on from our first speaker, and Mr. Joosten as well talking about risk analysis when taking projects on board and your maximum threshold. Well, of course, there is always the risk that clients, in particular the Ministry of Public Works and Water Management will continue with this year's long practice of passing the buck to someone else. It doesn't shoulder the risks. So my question is, to what extent is risk analysis and your policy of taking on work from the Department of Public Works and Water Management. What is that actually in line with the risk profile? You've got some very nice projects, the risks sometimes only come through later.
R. Joosten
executiveWell, I have reacted by not accepting projects exceeding EUR 150 million so the risk is that we no longer tender for those projects that simplifies it greatly. That doesn't mean that we don't want to work for the Department of Public Works. We're happy to do those projects, but only if the risks are fairly distributed and we'll also work for the Department of Public Works on maintenance contracts. There was a publication this week about a maintenance contract that we signed with the Department of Public Works where the lump sum component is not included and we want to work together towards achieving good results, and the Department of Public Works is not the majority of our revenue. That may be a misunderstanding, but the Department of Public Works is a good customer, a bump, but it's a very small proportion of BAM's revenue.
Unknown Attendee
attendeeI'm speaking of on behalf the VEB Association shareholders. I've got 3 questions, firstly, strategy. The strategy is to have an EBITDA margin of 4% to 7% but in the U.K. and Ireland, you haven't reached that target. What does that mean? Does the Netherlands have to offset that in the future or will the U.K. and Ireland start performing better? Or does this mean that we shouldn't be growing too fast in the U.K. and the Netherlands because the Netherlands, we'll be able to keep up with compensating the failing margin? Then my second question, solvency, which is roughly at 23%. That's not exactly what I'd call a high figure, and you want to repurchase shares, why did you make that choice? Why didn't you say first, we're going to move up to 25%? Or why didn't you say we're going to increase investments in electric plant, for example. Why did you choose for the share buyback? And then my third question is international, the investigation going on there. Could you tell us anything about that? Has a review being launched? Is it finished or is it still underway? And if it's done and dusted, how is the process going to continue? Should we sit back and wait or should we assume that no news is good news?
R. Joosten
executiveThe EBITDA percentage for the group is indeed an average for the 2 divisions, which jointly will be generating EUR 6 billion in revenue or more in the coming years. So if the EBITDA margin in the Netherlands is slightly higher then it would jointly be between 4% and 6%. And the overhead is not directly connected in net profit because you saw that in the U.K. the net profit comes closer so it's the attractiveness for shareholders in both divisions, it's very comparable. But we expect that the mix will achieve 4% to 6% in the next few years. And the EBITDA percentages of the Netherlands are already slightly higher than those of the U.K. due largely to residential, which is more profitable in the Netherlands, but which, as we've seen also has lean years in which fewer homes are built, and then it's nice to have a division in the U.K. that offsets it with a very robust infra portfolio so I believe that, that mix is an excellent portfolio. As for solvency and the buyback, we believe, based on the results from the past 3 years that we had to do something extra for shareholders. I expect that as the VEB, you'll be delighted to hear that so that in addition to the direct compensation of a dividend, we'll try to work on increasing the dividend through buyback. That's a sign to all of you to demonstrate how robust the company is and nonetheless, we do have to achieve our other targets in terms of electrification and 25% solvency in the coming periods. So we're setting very high KPIs and targets as well as 25% solvency as well as a reward to shareholders after a great many lean years at BAM and offering a realistic and fair disbursement. I cannot tell you about the investigation of the FIOD on fiscal matters together with the Department of Prosecutions. And it would be unwise to speculate or to make any statements without having a firm grip of the fact, so we'll simply wait out time and cooperate in always the prosecution request, and we'll get back to you as soon as we have additional information about that. Okay. We're going to take some questions from that side.
Unknown Analyst
analystThank you very much, my name is [indiscernible]. I'm an individual shareholder. Now we very much like the strategy presentation, all very clear. I think it's very clear, I can hear that you are committed to this socially correct practice and sustainability and that's very good. And I'd be interested to hear whether you're also thinking about how you could work between the pillars that you outlined, for example, that about the public realm above ground and underground is very, [ guess ]. What about our natural resources, are things available at the right time and available 24/7? There's quite a lot of work to be done on the social front, for example, in Amsterdam, where we've got the Keysight developments, needing repair all the time. We need to be well informed about this. And when we're repairing the key walls that could be done together with the sewage work, for example. Now one thing we answered and really can kill several birds with one stone would be to address many of these infrastructures at the same time. I wonder whether you are able to take a creative approach to that?
R. Joosten
executiveWell, I live in Amsterdam. So I'm fascinated by these solutions, the new [cables]. The answer is, of course, as always, it's very complicated. The grid is a major problem in the Netherlands and the availability of a functional network as I just mentioned, Tenet will invest dozens of billions in that. So all of those taxpayers will be investing dozens of billions to get that network electrified and BAM has an important part to play there. So that's one of our growth drivers for the years to come. So in any case, that's important. And we're brainstorming with authorities, with Tenet as well as with local suppliers, such as Leander, which managed the low-voltage network in some part and the medium voltage. And BAM has very strong connections to get this at the right level. So we'll be working on this for dozens of years to come to make that happen. As for the specific example of Amsterdam, we have a creative innovative concept for the [K walls]. And we also want to see how it works, replacing the cable is very complex. They were built -- those wells were built in the 17th century. But we have an active project that is broadening the scope beyond simply the [K walls]. It also depends on how much the municipalities want to spend, how much they have available to spend in, whether it's adequate in Amsterdam to retain the cable project. So to be honest, we'd like to do more.
Unknown Analyst
analystThank you very much for your reply giving a good idea of the creative way you approach your work. Thank you.
Unknown Analyst
analystMy name is [indiscernible], I'm an individual shareholder. I can make a comment. I think that BAM tends to crop up rather too often in construction site accidents, something collapses or a bridge or something goes wrong with the railway. And when that happens, I hardly ever see the names of [ Higmans or Folkevessels or Nedam ], but I hesitate to read these articles because BAM keeps cropping up in their reports, I imagine that you aren't very happy about this either but it really is striking. The name of BAM crops up far too much when we talk about accidents. I'm sure you find this as regrettable as I do but I think it's worth mentioning. And I've got 3 questions. Firstly, residential construction. Now a few years ago, BAM was going through a difficult period, although the housing market was coming along nicely. It was possible to do more construction, demand was growing, it was easier and easier to get building projects going. I got the impression that BAM had rather missed the boat. Whereas now, the housing market is growing even more we need to do even more rapid building. The reason why we can't get things going is the politicians who the ones are saying, most that we need more housing are actually to blame with a problem. The government has lost its way and politicians are pursuing policies which hold everything up instead of moving things along. However, at some point, one may hope that we will really get down to building houses again. Now is BAM ready to profit from that situation when it arises and can you be certain that BAM is not going to miss the boat? My second question is growth. In the presentation a moment ago you were telling us about revenue just above EUR 6 billion. Well, now shareholders when investing asking about growth. Have you got a specific growth strategy? Where -- what is BAM doing in order to produce growth in the near future? Is BAM interested in growth? Or as things currently stand is BAM still fully occupied with structuring the organization and rounding off some past issues that are still with us? Now mid-last year, [ Hemant ] took over [indiscernible] Housing Development. What about BAM? Is BAM only looking at autonomous growth or endogenous growth or are takeovers also a possibility? Then my last question. In some constructions, do you come up to find congestion issues? Or is BAM beginning to find this a problem? The grid overload, is grid overload a problem which BAM might be running up to?
R. Joosten
executive3 questions. Have we -- did we miss the momentum in the past when the market was better for residential? I don't believe we did, the excellent results from residential at the time were -- they offset poor results in infra for BAM in all honesty and the numbers of houses purchased were higher than they are today so I don't believe we missed the boat, but it was to come to offset other setbacks in other areas of BAM. So I am pleased with your political analysis. I'm not going to elaborate on it, but I can certainly empathize with that. At a certain point, all parties will take stock and reflect and the growth in residential construction in the Netherlands will resume. And we expect a good situation. We have a good land bank in the Netherlands and a strong developer where we have --, and the second strongest developer in the Netherlands, and we have the long-standing home concept and we're poised for growth, and we have an integrated concept so that we can upscale rapidly in the few years we can build houses that are very attractive to consumers made of timber and with [indiscernible] can be in those homes, but a timber home is more comfortable than a concrete home. So that's been considered already. So we expect to have a Trump there, and we expect to grow in the next 10 years. That will be an important growth driver for BAM in the next decade but we're consistent, honest and transparent. The market has materialized, we're not going to make any promises for 2024. You just described the political situation and the high interest rates. I think the signs are promising, including concerning interest rates and demand from consumers will need to be met at some point. So I'm fully confident that BAM is poised for growth in the Netherlands. Are we still reorganizing our own organization or are we still derisking and can we deal with M&As and takeovers? No, I believe that we've covered that base and we spent 3 years learning to focus and divest certain components. It was very complex, especially with respect to the BAM International and Germany was also a large section of BAM. We've done that and we have a clear structure with 2 divisions focused on profitability and growth based on the sustainability strategy. I'm convinced that, that sustainability strategy is here to stay in both countries side, irrespective of who wins or loses the elections and that BAM will be able to continue positioning itself as the most sustainable party on that market, and we're going to benefit fully from that growth. That's what our strategy is based on. As far as congestion is concerned, one of the components that we expect to benefit from, given our knowledge is electrification together with, for example, Tenet, but I also mentioned Leandra and other parties in the Netherlands, and we have excellent contacts in the United Kingdom. As well as said, we focus on a great many clients in the U.K. Our strategy is 20 to 25 large customers, the one party there is SSE. I -- we do large projects with them as well as with national grid, 2 divisions in countries where the congestion figures in the same way and you asked whether that impacts us. I think what impacts us more is projects for residential construction, other construction projects being postponed for lack of electricity. I think that's more of a problem than the construction being bothered by this. So you're saying that ongoing projects are not delayed by net congestion minimally so.
Unknown Analyst
analystMy name is Brian Van [indiscernible], and I work for Environmental Defense videos. I will see a year ago as well, when I heard our question and what we always put a bit large companies, answered with a big yes. And a big yes, we were delighted to hear about now. We're talking about limiting global warming and we therefore got to cut greenhouse gas emissions by at least 84%. This is the latest findings of the IPCC's scientific research. That is what we need to do if we want to call a halt to global warming. Now we can see from your board that the BAM aims to reduce its emissions by 50%. Now companies have their own responsibility for meeting these targets, as we heard in the court case against Shell. Then the same applies to Ben. So I have a simple question to you. In 2030, is BAM good have at least 48% less CO2 emissions in absolute terms than in 2019 across the entire chain. Thank you very much.
R. Joosten
executiveThank you for your question. Yes, that's exactly the same question as you asked a year ago. Thank you once again, and that's why I'm going to give you exactly the same answer as I did 1 year ago. The matter remains complex, CO2 reduction is complex. We're working hard to formulate it better and to improve baselining. And in our annual report, we mentioned something about Scope 3 and 2023 that we're very proud. I'm looking to the auditor in that direction. We received an assurance rating, so the answer is yes, we're doing everything we possibly can to achieve that 50%. Perhaps I can add to that, that were -- our ventures in our ability to measure where we stand and that's what really matters because measurements generate knowledge. And I believe that the entire firm deserves wonderful complements and the fact that the annual report is 1 year ahead of the pending legislation, a lot of time went into that, not simply to get our compliments for having green thumb but because we need -- we know what we're talking about.
Unknown Analyst
analystAn individual shareholder. Chairman. I didn't prepare myself there for today's meeting, but I had quite a lot about high-rise building and being told how nice it is to live. And we talk about -- will timber doesn't grow old, timber is very handy, and it's a nice for to know, but we know about fires where Dutch people have died and timber is combustible. You have to process timber a lot to reduce its combustibility but the fact remains that would burn. You can -- no matter how the environment-friendly would appear to be, it has to be treated and so on. So compared with concrete and plastic, what I'm not really certain to what extent would really is the answer for a better future. I've got significant misgivings about this and what about the environment risks of fire? I just can't well -- I just see an awful lot of problems regarding wood.
R. Joosten
executiveI understand your intuitive reaction, but I'll hand you over to the Executive Board for the answer. Thank you for your question. Yes, intuitively, that remains an obvious position and nothing has ever so cut and dry, but we certainly said when timber homes were being developed, I'm not talking about the Flow home that's about to be launched, nor does high rises. These are up. But currently, we're working on timber per one family homes. And the test from the experts review that they're even less combustible than concrete homes. And this is -- it depends on how the timber was treated while the construction was in progress. So I think we can really view that concern in terms of high rise, that's a different discussion. I haven't discussed that, but it's a technological development that's still in progress and still needs a lot of work. And if we're talking about timber construction, we'll start with structures of 2 to 4 stories before we build a [indiscernible] and high-rise timber structure. So this seems obvious, but I'm checking with Joost. As for safety from combustion and flammability that's certainly ensured for single-family homes. And what's wonderful about timber with respect to concrete is the CO2 emission of concrete compared with the CO2 absorption of timber, which is in a very attractive reason to build homes of timber. So you can replant and reuse in a very responsible way. That's our choice, and we're also working on more environmentally friendly. Concrete, we welcome that innovation and progress is excellent there, too. But at this point in our portfolio, we find it attractive to start introducing timber on the Dutch residential construction market one step at a time.
Unknown Analyst
analystFollowing on from that, what about maintenance of timber buildings? I'm told it is be painted once every 5 years and then you need to have a Dutch company, British company, which can make wood more sustainable? I'm just wondering about the maintenance side of residential construction. I know people who've got some timber in their houses and they never stop complaining about how complicated and difficulties to keep painting it all the time. I said, "What about my house. What makes it all is all made in plastic". I've always had misgivings about timber.
R. Joosten
executiveYes, I got the message about that. What you may not know is that Mr. Joosten worked in paints at [Axle] for quite a while in coatings. I'm a strong supporter of maintenance as a shareholder in a different company. But timber frames are also present in concrete homes so there's not a huge difference in terms of maintenance of the timber section that may be eroded by the environment with respect to the new homes. So it's comparable. And if you look at the Flow housing concept, you'll also notice that from the outside there's very little difference in terms of the look compared with concrete homes. So the timber is concealed behind a stone facade and bricks that are separate from the concrete structure that used to be used. So the maintenance profile of the Flow House is comparable to concrete tunnel homes that were built in the past. Now at the far left.
Unknown Attendee
attendeeGood afternoon. My name is [ Prime ]. I'm an individual investor. I've got 3 questions. First one, in general terms, it's a very good presentation, EUR 6 billion forecast for the coming year. Our energy transition, yes, for high, medium and low voltage and then catching up in the U.K. Now this is going to cost billions. And I couldn't help wondering what percentage of revenues from civil engineering and so on, would we expect to be using in the coming 3 years or so, EUR 0.5 billion, EUR 1 billion. How realistic is it to say that you can hear Mike so many percentages of your business. When we talk about high medium and low voltage I understand that everything is going to be need -- everything in the Netherlands is going to be every street from if you dug up twice over in order to put new cables in. No, have you had some -- you need to get an expert to dig the roads up to see where the cables might be? Are they there are they not butt you have to get people to come and do the work. You need to lobby there with the government that some people want to call hot immigration or what if you haven't got any electricity. It's the people who are already struggling to pay those fuel bills are really going to be in trouble. If the energy transmission takes -- from gas to electricity goes and then we don't have enough electricity when we've changed over we might find that 1 million people are more than other ones find that the cost electricity is far beyond what they can afford. So I'm hoping that we can break through the lobbying situation here. I'd be interested to hear what your forecast of this is and as a major player these and others that you gave, what you plan to do about it and whether you can translate that into figures for BAM's revenue. And are you even going to be able to do it? Now my second question, residential construction. Now in recent weeks and months, it looks like the housing market is picking up again. Certainly, in the last month or last few weeks, we can get the impression that it will be a good opportunity now for BAM to get enrolled in the residential sector. I wonder if you could tell us something about that. Those are my questions.
R. Joosten
executiveYes, that bit about electrification and the challenge for the Netherlands and England is huge, that's true. Politically, I'm not going to comment on that except that clearly, this requires a strong focus from the politicians for anything to come of it. I see that it all ends of the political spectrum. There is a lot of interest in investing heavily in electrification so that's encouraging to us. I expect that will happen and we see that Tenet with us in the Netherlands and also within the U.K., there are major projects and of course, we'd like to be involved in them. So for example, in the Netherlands, the stations and [indiscernible] dikes where cables are being removed from the sea and then allocated among citizens of stations that we're going to build several of. So the revenue percentage, I won't discuss specifics but in our strategy in both divisions and electrification is extremely important and will be a substantial component of infrastructure and civil engineering. In U.K., you see a clear shift from road building to electrification. Well, last year, we said, let's take a step back. I'm looking at John who's responsible for U.K. and Ireland and withdrew from large road-building tenders and step-by-step, we're focusing on rail and high-train transportation, especially on electrification, those are gigantic projects of about EUR 500 million for each project or framework that work on strengthening the U.K. electrification, which do indeed concern such amounts. And that means that it will rapidly become a very important component of BAM's revenue in the next decade or longer. That's why we can never say for certain, but we're fairly self-confident about our ambitions in electrification in both divisions. Do we have enough people to make that happen? That's a difficult question because there's always a labor shortage in the Netherlands. And we just had somebody asking how will we address that, for example, people from abroad who work in the Netherlands, there are some projects we have 20 different nationalities working together, and that's some part of a construction firm such as BAM's operations and that's how we organize it. As for the residential market, can you see the that's already picking up? I think that's an excellent question because you can see that the state agents are talking about an extremely tight market where dozens of people show up for an open house of a single property. So you can see that consumers apparently are flush enough to make bids on existing structures so that they can move immediately, whereas with a new construction home, there's a period of uncertainty about when will the home be finished and how can I bridge that financing that's more complex than with existing homes where you see the process is a bit more sluggish. And we hope to -- we hope that they'll reduce mortgage interest rates soon so that it will be easier for people to finance. So we also see a new construction that it will become more easy -- it will become easier to start projects, but that's just the first message. It's not booming, Rome wasn't built in a day. You see that in the existing residential market. Thank you very much.
Unknown Analyst
analystMy name is [indiscernible]. I'm an individual shareholder. Now looking at your strategic plan, you can see here revenue being frozen at EUR 6 billion, if I understood you correctly. So there's not much -- just the reason to say that can't be [indiscernible] upwards. We've had 3 years of inflation, that should be taken on board. The second thing we heard is the residential market. The housing market can only rise and must rise, then we heard about the conversion to electricity saying that opens up very big opportunities for new projects. So is your revenue strategy not a bit on the soft side?
R. Joosten
executiveWell, there's one very important sign in front of the EUR 6 billion. That means in excess of EUR 6 billion. Well, this may sound trivial, but that's our intention so the EUR 6 billion is a lower threshold. And obviously, our growth strategy focus transform and expand which is something that concerns residential construction and electrification in the Netherlands, U.K. and Ireland as well as renovation that can soar in the next few years that provides far more growth potential. Do we look at M&A projects? No. First, we want organic growth. We do look at them but first we want organic growth. So in today's political environment, both countries, uncertainties remain in terms of interest rates, are we cautious? That's why we're cautious in 2024, and we say over EUR 6 billion for the next 3 years. So we're giving ourselves the opportunity to advance and to transform the segments and to achieve growth in market share. That's basically the background of the strategy.
Unknown Analyst
analystSo it's not a real challenge then, you have a challenge to grow?
R. Joosten
executiveThat's not how I would interpret what I just said.
Unknown Analyst
analystThat's my interpretation of it. Thank you.
R. Joosten
executiveDid you have a follow-up question?
Unknown Attendee
attendeeYes, indeed. Alexander [ Phenograph ], an individual investor. Regarding timber construction, what's BAM's stance regarding timber construction compared with your competitors? Now you told us a nice story but [indiscernible] really so special and Hymans they're doing it as well. Others and people are doing. Can you tell us more about that?
R. Joosten
executiveYes, there were several timber residential concepts in the Netherlands under development. I think we're the only one with an integrated timber residential concept. Is anybody here going to order timber residents from the back of the room, all jokes aside? We do have a comprehensive concept so that we can produce it integrally. So individuals may offer a certain type of home, there's some standard models that we've devised and they can be transmitted to our factory so that a unique digital platform will then generate the homes and send the plants to the construction site so that they can be put -- assembled within a day in that entire home studio concept for people near buying, Utrecht has consumers, they have choices as well concerning our plumbing kitchen and bathroom facilities and the additional furnishings offer a wonderful proposition to the customer, and we believe and know that this concept is unique in the Netherlands. Are there any more questions?
Unknown Attendee
attendeeThank you very much for your extensive answers.
R. Joosten
executiveIf there are no additional questions, then I note that we've taken note of the report from the Executive Board and we can now proceed to adoption of the financial statements, which you'll find on Pages 117 and following the financial statements were compiled by the Executive Board and discussed by the Supervisory Board that has approved the seed Page 66 of the annual report stating that the Supervisory Board believes that the financial statements for the 2023 financial year, the Executive Board report and the Supervisory Board report or a good foundation for the account provided by the Executive Board for management and the Supervisory Board for the supervision of the management. The auditor statement appears on Page 173 and following. Before we discuss the financial statements, I'd like to give the floor to Mr. [ Dyong ] from EY who is in charge of auditing the financial statements. He'll elaborate on the audit and the applicable procedures. And I'm pleased to mention that the firm has exempted EY from the nondisclosure obligation for the sake of this meeting. And EY also has a recovery duty in case any of the statements are materially inaccurate concerning the financial statements or the audit. EY will request that to be corrected either during this meeting or before the minutes have been adopted and following this introduction, I'll hand you over to Mr. [ Dyong ].
Unknown Executive
executiveThank you very much, John. Yes, indeed, all of our managers have been observed. And so far, I have nothing to report regarding factual errors needing correction. Now before I move on to the presentation proper, let me just introduce myself. It's the first time I've stood in front of you. My name is [ Yaven Yong ] and I'm a partner at Ernst & Young Accountants LLP [indiscernible] and I've been responsible for the BAM Group's accounts since 2023. Now my onboarding process was interesting. And I think that could be interesting to you. It's a lot of responsibility signing the accounts on behalf of Ernst & Young. I was very much involved in onboarding, getting to know the company, getting to know the people, getting to know the projects, took me a lot of time and energy. But a great many BAM people also put their time and energy into it, including people at the top table today. And I'm delighted to say the people at the top table today actively encourage me to get into the company, meet people, visit projects. So I've been all over the place. I went to the [ great enclosing dam ], I went to [ silver dam ]. So what I've experienced, I think it's important to tell you this, is that this organization takes its auditor very seriously and also makes it possible for me as auditor to shoulder by responsibilities and treat them properly. Now here's a list of things I want to talk about in the next 5 or 6 minutes. What is the audit approach? What is the scope of our investigation? How do we do it? And what conclusions did we come to? Second, the key audit matter is the top topics that we identified when scrutinizing your accounts. ESG, I have mentioned that as a different issue. I think in the light of what Mr. [ Jose ] was saying, and all the questions from the floor. I think show that ESG is of great importance to many people. Then communication and interaction, communication with the Board and so on; and finally, an assurance plan for the coming year. Next slide, please. Well, now I'm not going to read through all this. I'll just go through a number of points. If you look at the left-hand column, you can see the scope of the work we carry out. And you can see a number of things listed, consolidated and simple financial statements. What we do is scrutinize them in order to make reasonably sure that the annual report, financial statements are correct. Then an annual report, the report from the 2 boards, including risk management, governance, on remuneration and other information. We go through that with a fine-tooth comb to see whether all requirements have been met, whether it is consistent with the financial statements, but also to see whether what BAM is saying is factually compatible with what we have observed. And that's no small matter, cause we looking through lots and lots of statements. Finally, sustainability information. We've heard a lot about it already. Again and again, it crops up in the report. We look more specifically at the information set out here, and we have what we call a limited assurance look at it in order to see whether we see any errors, which lead us to the conclusion that the information is incorrect overall. Now the middle column, strategy and execution. Well, again, a number of things listed here. I'll start with teaming because I'm standing here, of course, on behalf of Ernst & Young, I don't do the job on my own. Now I can only do my job because I got a wonderful professional team. I've got a care team, a core team here in the Netherlands working together with all kinds of experts, IT expense, tax experts, pension, risk management reporting. You name it. In addition, we've got teams in the U.K. and Ireland. Those are new teams. My team and I have frequently visit them in order to see what's going on and to make sure they are doing the work that we need whereby we can rely on their work. We've got an EY team in Belgium as well. And we also use non-EY auditors, for example, [ frame belt ] where Deloitte is the auditor in charge. They then report to me as group auditor. What about the [ meta ] reality? Well, this is an auditing term. And it talks about the thresholds of areas that we allow. So what we do is we scrutinize the financial statements to make sure we have reasonable certainty, not absolute certainty. We can't say that every dot on the i is correct. No. Materiality is to say what kind of margin of error do we allow for when we scrutinize BAM's figures. Materiality has a quality aspect. And that's expressed in terms of a figure. What we have is revenue as a basis, and we have 0.5% of revenue, which brings us EUR 30 million. That's our starting position. And what's really important in materiality is say when we find errors -- we report them to the Executive Board and the Supervisory Board. Anything above EUR 1.5 billion is -- 1.5% is reported and therefore, dealt with. Now a number of topical -- of full points rather, you can see that in our strategy continuity fraud and compliance. If we look at the right-hand column of the slide, you can see our conclusions here sustainability information is not a key assurance matter. On bottom right-hand corner, you can see our conclusion, Page 73, I think, of the financial statements and at different page, you will find our assurance report. Next slide, key audit matters. Well, there are 4 of these. There were 5 last year. What's missing is divestment as a key audit matter. These are parts of BAM which are no longer part of that. So they're simply not relevant for the 2023 auditing. And if you look at the wording of the valuation of goodwill, valuation of revenue recognition -- so for these 4 key audit matters, we looked very specifically, we did intensive work on this estimates looking at consistency out in 2023, 2022 and of course, an explanation in the financial statements. For all of these points, we think things have been handled satisfactorily and satisfactorily dealt with in the financial statements. Perhaps I could just come back now to the investigation carried out by the [ reductional ] authorities and failed. The wording is very much the same as it was last year. And that's because they're doing the same work actually. And we -- you'll be able to find what's happening in BAM's explanatory notes on that subject. Moving on to the next slide. ESG, well, this is an important topic. It's nice to see how interested you as shareholders are interested in it as well. I think that BAM's statement in the report on 2023 and indeed from Mr. Jose's presentation, we can see that BAM sees sustainability as a central part of its strategy. BAM does not see it as a compliance issue so that we've got to do. No. What it says specifically in the report is that BAM regards it as opportunity. BAM has a transparent approach, setting out what they want to do in plain terms, and we look very specifically at what they said. Now we have a limited assurance report in some parts of the ESG fall inside that. You can see them listed here. And BAM has drawn up its responsibilities in line with the normal standards. And the standards they set up. The GRI standards and other standards they put in the annual report. We've got the limited assurance report. And we have -- the way we put it is we could not see any evidence of errors. Now Scope 3 is emissions and that was part of our scrutiny. Moving on, communication and interaction. Well, we produced a number of reports. They're drawn-up with great care. We talked all through with lots and lots of BAM staff with the Executive Board, the Supervisory Board. And of course, we can only finalize it after we've talked everything through with as many people as possible. These are professional critical talks that take place and always in a very positive atmosphere. So 4 quarters, 4 reports. We've got the Assurance Plan, which we present late April, early May with the strategy, the scope, everything I've just been telling you about. Then we have the midyear figures where we come with our conclusions on the midyear figures. The third quarter, we talk about internal control management. And that in January or February, we produced the full year report, the limited assurance report and the accountant's report. The main conclusions of our scrutiny over the year. So there's lots and lots of official and unofficial talks I would say that a sustainability workshop, for example, to make sure that we can constantly keep BAM up to speed with events on that front. And that's done in a very consistent manner. Moving on to the next slide, the assurance plan for this current year 2024 against stakeholders and shareholders should be -- want to have a sketch of how this plan is going to be working out, although we haven't finalized it yet. We're still in the preparatory phase fine-tuning the plan, and we'll be putting it to the Audit Committee late in April, and we're hoping to have the plan adopted by the Supervisory Board on the 1st of May. Well, what does this say, well, the main change, of course, is that in 2023 BAM chose to provide sustainability information and shows to have limited assurance investigation by EY. Now from now on, BAM is obliged to abide by CSRD and ASRS. That's now compulsory. So what does it mean for BAM? We're going to be looking into this with the limited assurance report of the [ car ] that you're familiar with. But the scope is going to be broadened out. We can look at other legislative changes, and I mentioned the main one here that is a risk management statement will be can pass through from the 1st of January 2025. We got to prepare ourselves to that, getting together with BAM to see what do we have to put in place to make sure that BAM can meet its obligations. What can we do and what do we think of it? Then the strategy focus, transform, expand FTE. And that's our monitoring strategy, not the strategy as a whole, but a number of individual parts of the strategy, which are relevant to FTE. And what BAM saying is that the portfolio has been derisked and the items are easier to quantify and understand. So when we're looking at the risks, we're looking at the error-tolerance. Materiality will remain based on revenue, but we are considering nudging the percentage upwards. Well, we're looking to see the key audit amounts in particular, the valuation of goodwill to see whether that is on the downward trend in terms of significance, which means that next year, we have the equivalent presentation, we might be telling you that valuation of goodwill is no longer a key audit matter because risk has declined. Finally, the 2023 midyear figures, it'll be coming through 3 weeks earlier than the ones we did last year, and that doesn't happen by itself. BAM has drawn up a plan. We looked at it very carefully. And -- we have got to make sure that it is possible for us to achieve that. That is part of our 2024 plan. That's it from me. And of course, I'll be delighted to ask any questions that might come in.
Unknown Executive
executiveThank you. That opportunity is now available. Questions concerning the audit operations that performed in the applicable procedures or the statements from the auditor may be asked by me or Mr. [ Dyong ] and all the other questions will be answered by the Executive Board. Madam, you have a question.
Unknown Analyst
analyst[indiscernible] delighted to see you mentioning CSR D. As far as I know, there's also due diligence is going to be covered by new registration. I didn't hear you mentioning that.
Unknown Executive
executiveI can assure you that, that is in the draft audit plan, but we try to make it not so technical, but we certainly are considering that.
Unknown Analyst
analystAlden, VEB. I've got a statement regarding the key audit matters. We in the financial authority field investigation. There's some confusion here because we're coming out the same thing as last year. It says, for example, the risk analysis is going to be -- has been carried out a new. Does that mean that you've been assessing in arrears that last year was the same, and it wasn't good then and you've now tightened things up. Or is it simply been left in place since the previous year?
Unknown Executive
executiveI can assure you that nothing remains stuck by accident. Everything formulated was a carefully considered choice and the same formulation derives because the nature of the duties is comparable. And if necessary, we'll certainly adjust our risk assessment, but we chose to retain the same formulation and examine specifically the explanatory notes by BAM, which we still agree with. Any other questions? No. Then I note that there are no additional questions. Mr. Dyong, thank you very much for the pleasant cooperation, which we once again had with you and with your organization. You may now cast your vote for the proposal concerning the financial statements and the P&L statement included there for 2023, and you may also adopt the explanatory notes. An important subsequent item on the agenda concerns the dividend proposal, adopting the dividend for the financial year 2023 in this case, BAM aims for a predictable dividend based on solid results in keeping with the financial targets and with considering for the financial state of the firm. The aim is 30% to 50% of the net profit to be distributed as dividend. So you heard Mr. [indiscernible] repeat that. BAM proposes a dividend of EUR 0.20 per share in cash or shares for the 2023 financial year, which is a payout ratio that is roughly 30% of the net result. Just to recall, last year, it was $0.15 based on the dividend proposal and measured according to the number of issued shares as of 31 December 2023, a maximum of EUR 54 million will be distributed to ordinary shareholders for 2023. The ex-dividend date has been set at 12 April 2024 and the record date at 15 April 2024. You may choose between cash and shares. If you do not opt for shares, you will receive cash. The period to make your selection is until 16 April after which the conversion ratio will be -- excuse me, from 16 to 30 April 2020 or after that, the conversion ratio will be disclosed. And as both the dividend and cash and in shares will be issued on May. In addition, the firm will once again compensate any dilution resulting from issue of shares by purchasing a similar number of shares. Are there any questions about this item? No, no questions. No comments either. Then I note that I am delighted that we're able to give you more than the previous year. I note that there are no additional questions or comments, and I propose that we proceed to voting on the proposed dividend on ordinary shares for the 2023 financial year of EUR 0.20 in cash or shares. And as indicated in the explanatory notes, this will also enable the Executive Board to implement this dividend proposal. As you're aware, at the end of the meeting, we will inform you as to the results of the vote. Now I would like to proceed to granting the discharge to the Executive Board for their management over the 2023 financial year. I propose that the general meeting grant discharge to the members of the Executive Board at the firm in the past financial year. And please note that this discharge concerns the duties performed as clear from the annual report, the financial statements, any disclosures to the general meeting and other public statements prior to adopting the 2023 financial statements. Are there any questions or comments about that? Please vote on the discharge proposal for the Executive Board. We also ask that you discharge the members of the Supervisory Board for the supervision of the Executive Board for the management in the 2023 financial year. I propose that discharge be granted for the supervision of the management performed in the 2023 financial year to those in the previous financial year served as members of the Supervisory Board of the firm. In addition, this discharge concerns duties and activities performed as clear from the annual report, the financial statements, statements in the general meeting and other public statements prior to adopting the financial statements. Are there any questions or comments about that? If not, then please cast your vote about this as well. And that takes me to item 7, which I am allowed to remain in the room, but we'll hand you over to Mr. Boon.
G. Boon
executiveYes. Thank you. Well, by the press release on the 15th of February 2024, the company announced that its Supervisory Board intends to nominate Mr. Rottinghuis for reappointment as a member of the Supervisory Board. Mr. Rottinghuis was appointed in 2020 to the Board as Chairman of the Board. We are therefore proposing a second 4-year period. The enhanced right of recommendation as set out in Article 2158 Article 6 of the civil code. The Central Works Council has informed us it wishes to recommend Mr. Rottinghuis, and that has been a recommendation taken on by the Supervisory Board. The Supervisory Board has discussed the incentive proposal of appointment. In the past 4 years Mr. Rottinghuis made an important contribution to the discussions and decision-making in the Supervisory Board, not only as Chairman of the Board, but also as Chairman of the Nomination Committee and Chairman of the Health, Safety and Sustainability Committee. The members of the Supervisory Board have concluded that Mr. Rottinghuis' extensive experience, both in general management positions and in supervisory roles at large international operating companies, not only in the Netherlands, but also in Europe and beyond. His energetic personality and team player attitude make him an excellent member of the Supervisory Board. With his knowledge and experience, Mr. Rottinghuis further strengthens the competencies available within the Supervisory Board. The members of the Supervisory Board have therefore, reached the conclusion that Mr. Rottinghuis plays an important role within the Board and should be reappointed to the Supervisory Board. The information is set out in Book 2 Article 142 Section 3 of the civil code is published in the company's website and also in the annotated agenda. Your meeting has not availed itself of the right to present another candidate. And the Supervisory Board, therefore, confirm his intention to propose Mr. Rottinghuis for renomination for a period, which will end at the Annual General Meeting of Shareholders in 2028. You are now floor is open for questions. There are no questions or comments. I would now ask you then please to vote on the reappointment of Mr. Rottinghuis as a member of the Supervisory Board. Please vote now if you haven't already done so. And now I'll return the floor to Mr. Rottinghuis to deal with the next agenda item.
Henderikus Th. E. M. R. Rottinghuis
executiveI'm sure you're delighted I'll be using that speaker at home. Have you done the -- Have you heard the voting results? No, I don't. I'd like to know what the income is. What the outcome is, Okay, the reappointment of [ Mascoma ] as member of the Supervisory Board. By means that the press release on the 15th of February that we mentioned ago, the company also announced the Supervisory Board intends to nominate Mrs. [ Kopins ] for reappointment as a member of the Supervisory Board. Mrs. Kopins was nominated as a Supervisory Board member in 2020. We are, therefore, proposing a second 4-year period. Again, the reinforced item recommendation has been referred to in Article 156 of the Dutch Civil code applied to this appointment. The Central Works Council has announced under the aforesaid right, which is to recommend Mrs. Kopins as a candidate for reappointment to the Supervisory Board. The Supervisory bought internally discussing the intended proposal of reappointment in the past 4 years, Mrs. Kopins has made a valuable contribution to the discussions and decision-making on the Supervisory Board, not only as a member of the Board but also as the Chairman of the Remuneration Committee and member of the Nomination Committee. The members of the Supervisory Board have noted that Ms. Kopins has legal background and extensive experience in digital transformation and organizational change processes. She has a deep knowledge of the construction industry as well. Her personality and severance make her an excellent member of the Supervisory Board. We've had knowledge and experience of Mrs. Kopins further strengthens the competencies available to the Supervisory Board. The members of the Supervisory Board, therefore, reached the conclusion that Mrs. Kopins fits well with the Board's profile and qualities for reappointment to the Supervisory Board. The information referred to in Book 2, Article 142 paragraph 3 of the Dutch civil code is published during the annotated agenda and on the company's website. Your meeting has put forward no other candidate. And the Supervisory Board, therefore, confirms its intention of putting Mrs. Koppins forward for renomination for a new period of office, which will come to an end on the Annual General Meeting of Shareholders in 2028. Are there any questions on this? No, thank you very much. Then I conclude that you can now cast your vote on the reappointment of Mrs. Kopins as a member of the Supervisory Board. Item 7C, reappointment of Mr. [ Elfring ] as a member of the Supervisory Board by the press release of 5th of February, I mentioned a moment ago, the company announced the Supervisory Board and then to nominate Mr. Elfring for reappointment as a member of the Supervisory Board. Mr. Elfring was also nominated as a member of the Supervisory Board in 2020. We're, therefore, proposing a second 4-year period. The Central Works Council has given us to understand the support system relation has no other candidate put forward. The Supervisory Board internally discussed the intended proposal for reappointment. In the past 4 years, Mr. Elfring has made a valuable contribution to the discussions and decision-making, not only as a member of the Board, but also a member of the Audit Committee and member of the Remuneration Committee. The members of the Supervisory Board are therefore reached conclusion. Mr. Elfring has in-depth knowledge, particularly regarding investment banking, his constructive attitude and creating make him an excellent member of the Supervisory Board. With his knowledge and experience Mr. Elfring further strengthens the competencies available within the Supervisory Board. The Supervisory Board has therefore reached a conclusion that Mr. Elfring fits well with the Board's profile and qualifies for reappointment to the Board. And once again, the information referred to in Book 2, Article 142, Paragraph 3 of the Dutch civil code is published in the annotated agenda and on the company's website. Your meeting has chosen not to put forward any other candidates in the Supervisory Board, therefore, confirms its intention to put Mr. Elfring forward as a candidate for renomination for a further period an office, which will come to an end at the Annual General Meeting of Shareholders in 2028. Once again, the floor is open for questions and comments. If there aren't any, then all I will do now is ask you to vote on the renomination of Mr. Elfring as a member of the Supervisory Board. We now come on to the Executive Board. Reappointment of Mr. Joosten as member of the Executive Board by means of our press release issued on the 20th of September 2023. The company announced that the Supervisory Board intends to nominate Mr. Joosten for reappointment as a member of the Executive Board in his role as CEO. The Central Wealth Council supports the nomination of Mr. Joosten. And the Supervisory Board, therefore, confirms its proposal to nominate Mr. Joosten for a further period office, which will come to an end at the Annual General Meeting in 2028. The Supervisory Board has availed itself of the right to make a binding recommendation in line with Article 5 Section 3 of the company's Articles of Association. The Supervisory Board discussed the nomination for the appointment and concluded that Mr. Joosten has performed very strongly in his role as CEO and has improved the performance of BAM based on the successful implementation of the strategy, building a sustainable tomorrow. And additionally, he has also significantly derisked the company. And additionally, the Supervisory Board values his strong focus on clients and is down to earth leadership style, which very well fits to the construction industry in general and the company in particular. For these business Supervisory Board reached the conclusion that Mosten plays an important role within the Board and the company and should, therefore, be reappointed to the Executive Board in his role as CEO. Further information and personal data regarding Mr. Joosten, I would direct you to the company's website and the annotated agenda. Again, questions and comments are now welcome Is that Antony, then I would now invite you to cast your vote on the renomination of Mr. Joosten. And if you'd like to applaud then please go ahead. It takes us to remuneration policy, adopting the new remuneration policy for the Supervisory Board. In the context of the regular 4-year cycle, the Supervisory Board and keeping with the shareholders' directive has revised the existing remuneration policy for the Supervisory Board, which was adopted in 2020 and was amended in 2023. Since the most recent changes of the existing remuneration policy, no remarks have been received from shareholders. The proposed changes are presented in the introduction to the remuneration policy -- in the proposed remuneration policy itself. And the entire Polish document has been made available and is part of the meeting documents and may be accessed at the corporate website. The Central Works Council has issued a favorable recommendation concerning the proposed amendments to the remuneration policy for the Supervisory Board. This is your opportunity to ask questions about that topic. Mr. Koopmans Chair of the Remuneration Committee, we'll be happy to answer any questions about that matter.
Unknown Attendee
attendeeI am [indiscernible]. I'm an individual investor and shareholder. Now my question is to Mr. Rottinghuis, but Mr. Koopmans may wish to answer it. Now you're suggesting that the fixed remuneration of a Board member should be changed to be a remuneration per committee membership. So I've got 3 questions and one comment. Firstly, how will you make sure that you don't end up with an excessive number of committees busting out all over? Secondly, how will you make sure that the tasks of the Supervisory Board won't get frittered away in a number of committees? And finally, how will you make sure that the number of people on a committee doesn't become excessive? And then I have a suggestion, I think it would be excellent if every member of the Supervisory Board were to have a maximum remuneration representing membership of 2 communities a year. That does, in any case, lead to a doubling current remuneration.
Henderikus Th. E. M. R. Rottinghuis
executiveI'll be pleased to answer this question. We do not form committees simply because we like to set up new committees but because we believe that the committee's work will enhance the discussions within the Supervisory Board. None of the committees replaces the Supervisory Board, but can go into far more depth and communicate with more tiers in the organization than simply the Supervisory Board. That's why 4 years ago, we set up the Health, Safety and Security Committee, HSS and it wasn't even known to me at the time that, that was not remunerated because I invited my fellow board members to serve on that even though they were on -- serving on other committees. And that was a bit awkward to me because if you ask somebody to do more work, it's logical to provide more compensation, but those rules had never been adjusted at BAM and we were among the very last to have people serve on committees without remuneration. So we're simply trying to rectify something that was not compensated in the past and I can assure you that a good supervisory Board can no longer operate properly without those committees. So I cannot promise that there won't be additional committees but if I were to decide to set up a new committee, I cannot commit not to paying people serving on that because all Supervisory Board members receive or remunerated for serving on committees.
Unknown Attendee
attendeeAnd how about my suggestion to have a back of 2 committees per person per year?
Henderikus Th. E. M. R. Rottinghuis
executiveWhat I'm explaining to you, in that case, you would need to ask the Supervisory Board member to serve on a third committee free of charge, so that's why we're proposing this to the general meeting. I don't believe that would be a good idea. Please believe me that nobody is eager to take on additional work if it won't help the firm. Any other questions? Since there are no additional questions, please cast your vote about the innovated remuneration policy for the Supervisory Board. And that takes me to the innovative remuneration policy for the Executive Board. In the context of the regular 4-year cycle, the Supervisory Board in keeping with the shareholders' directive has revised the existing remuneration policy for the Executive Board, which was adopted in 2020 and amended in 2021 and 2022. Since the most recent amendments to the existing remuneration policy, no comments from shareholders have been received the proposed amendments are presented in the introduction to the remuneration policy and the proposed remuneration policy. The complete policy document has been made available as part of the meeting documents and may be accessed on the firm's website. On 11 March, the Supervisory Board announced that the relation policy would be amended by adjusting the waiver authorization and an additional explanation to these adjustments was posted on the website that day. The Central Works Council has issued a favorable recommendation concerning the proposed amendments to the Executive Board's remuneration policy and you now have the opportunity to ask questions. And once again, Mr. Koopmans will be happy to answer any questions you may have.
Unknown Analyst
analystMy name is Dan [indiscernible] EB. I've got some questions here. Firstly, this comparative group with other already quoted companies, what we can't see, for example, is a social comparison. For example, what about looking at university hospital directors being taken as a comparative group? Why only public equity companies? Second point, a number of investigations have shown that short-term performance-related remuneration don't really bear fruit. So this raises my question. Have you considered scrapping the short-term bonus so that you have a corresponding increase of fixed salary and the long-term bonus? If not, then why not? Second question, does a short-term bonus actually make sense for a company like BAM, which was on long-term projects?
Unknown Executive
executiveYes. It. I'll be happy to answer that one. First, the reference group. As you read in our policy, we have included some criteria for the executive upward to select the reference group, the benchmark group. It's geography, size, governance structure, shareholder structure. And we believe those are the most comparable companies for our firm. And I believe you've seen that we have, by exception, included sustainability criteria in considering firms that are comparable to ours or they have a comparable sustainability profile despite being in a different sector. So one example of sustainability analytics. So we did look at that concerning a broader social topic, but we did not align with university hospitals because we don't believe that they have a comparable risk profile that's appropriate for our firm. The other topic you mentioned is abolishing the short-term incentive, the STI. And that also relates to the long-term targets, we believe that it's important to realize our strategy over the 3-year period to apply a remuneration system to ensure that the long-term targets are reached. That's also the STI to remunerate the intermediate steps. That's why we think it's important to apply an STI. So for each year, we have performance criteria to be met, and they are conducive toward achieving the long-term targets. So we've tried to align with everything that's being done elsewhere in the market for STIs and LTIs. And an additional argument concerning the STI is to maintain this given the alignment between the shareholders and the Executive Board, which also distributes in terms of shares. And that's based on an extended discussion that we had in the Remuneration Committee when drafting this proposal.
Unknown Analyst
analystThank you very much for your reply. Are you making a voting declaration? The EB is pleased to see that the engagement round has led to a change in policy. The VEB thinks that we have insignificant or insufficient performance-based pay. The VEB will therefore abstain from vote on this topic.
G. Boon
executiveThank you for your statement about the vote. Are there any other questions or comments? Then I request that you cast your vote. 9C has been withdrawn, and I will now move on to Item 10, which is a confirmation of the Executive Board's authorization to the general meeting is requested to designate the Executive Board for the duration of an 18-month period starting today as the body authorized to issue and/or grant rights to acquire ordinary shares and/or cumulative preference shares up to a maximum of 10% of the number of ordinary shares and cumulative preference shares outstanding at the time of the general meeting and cumulative preference shares and this offers the opportunity to operate quickly if necessary. But at this point, the firm has no specific objective in mind. And this gives the opportunity to the company to act quickly if this would be required. A decision by the shareholders' meeting might be too time consuming and untimely publicity might lead to undesired effects. I also emphasize that the Executive Board and the Supervisory Board will deal responsibly with the interest of the shareholders in this respect. If you grant this designation, it will replace the designation granted last year at the shareholders' meeting that year. Are there any questions? This is an evergreen, please cast your vote on this item. And that takes me to the exclusion or restriction of preemptive rights upon issuing respectively granting rights to acquire ordinary shares. The general meeting is requested to designate the Executive Board for the duration of 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 and cumulative preference shares, as mentioned in Item 10A. Are there any questions about that? Then I propose that you cast your vote on that and that takes me to Item 11, authorization for 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 the duration of 18 months from today within the limits of relevant legislation subject to Supervisory Board approval, either on the stock exchange or privately to acquire ordinary shares in the company's capital to a maximum of 10% of the capital issued on the date of acquisition at a price, excluding expenses between the nominal value of its shares and no higher than 10% of the average price on the stock exchange in the 5 trading days immediately prior to the acquisition date of the shares. And if you grant this authorization here will also grant the authorization you provided last year to report. Are there any questions about this? If not, please cast your vote. Now that takes us to the reappointment of Ernst & Young Accountants LLP as external auditor tasked with auditing the 2025 financial statements. The general meeting is requested to reappoint Ernst & Young Accountants LLP as the external auditor responsible for auditing the 2025 financial statements as part of its consideration of the 2023 financial statements based on the report from the Executive Board and the Supervisory Board assessed the relationship with the external auditor based on good experience and the relationship with the external auditor and his expertise with the construction industry in general and BAM, especially it is -- it is proposed that the general meeting once again reappoint Ernst & Young as external auditor test with auditing the 2025 financial statements of Royal BAM. The reason that this reappointment has already been placed on the agenda is because the 2025 financial year will already have been quite advanced by almost 4 months. If we were to wait until the next general meeting to submit this for your consideration. Are there any questions about the auditor? I think that we have explained. I think they've explained clearly how they do their work in close cooperation with us. Each on behalf of his own responsibility, and I hope that you'll cast your vote on this topic as well. That takes us to any other business. And that gives the Civil Law Notary the opportunity. Just a moment, please. That gives the Civil Law Notary the opportunity to compile the voting results, which will be disclosed in a moment. But first, I'd like to give the floor to shareholders who would like to ask any questions.
Unknown Analyst
analystMy name is Costa, I haven't got a question. I just want to say how much I admire the current Supervisory Board and Executive Board. We've had some really grim years and now things are finally going well again. I hope that you'll be able to continue as things I'd like to express my admiration for your work and also for the way in which you've chaired the meeting. It's all gone very well, and thank you very much.
G. Boon
executiveThank you. We saw an internal document that the EBIT progression from the past 3 years, including all the amortizations was as much in 3 years as what took 12 years to accrue previously so I believe that this Executive Board certainly merits that applause. Any other questions?
Unknown Analyst
analystYes, I've got 2 more questions. Firstly, the financial statements, the working council efficiency ratio has been going downhill over the last 2 years. I'm wondering what the reason for that would be? Second question, financing policy. We can see that an awful lot of the hardware is leased and leasing is usually more expensive than using a bank loan. The bank loans availability weren't used. This means we've incurred costs so I wonder if you could tell us the reason for that?
Unknown Executive
executiveOkay. the floor at the 11th hour, especially about working capital, which is an important topic at BAM. The deterioration arises from 2 reasons. One is that we decided to abandon high-risk projects for the recent movement mentioned as well as the extensive pre-financing. They run late and that leads to a deterioration in working capital. And the second concern is the effect of the interest rates. So with high interest rates, customers are less likely to pay their invoices quickly and they're more likely to negotiate. Those are driving forces. As for leasing or purchasing that's what you're asking about. I also consider cost of capital. So how large is the bank funding or lease compared with the return that we hope to achieve? So that's -- it will stand to optimization and leasing remains attractive in that respect.
G. Boon
executiveVery well. Thank you, Franz. Any other questions? Then we'll await the final voting results. Mr. Civil Law Notary we do have those at the ready?
Unknown Executive
executiveVoting is still open. If I'm not mistaken. Has everyone cast their vote? Any last minute votes? Of course, you could vote on all the items that once perhaps some has been working until the last moment. If there's no one waiting to vote, I will now close the vote and we should be getting the results on the screen very quickly. We'll see the various voting items displayed. Here we are. This is the first set of results from the results of agenda items 2.B to 6.B. Now the next slide. You see agenda item 7A to 9B. and if I'm not mistaken, there will be a third slide coming up in just a moment. There we are. This is the last sheet with the last slide with agenda Items 10A to 12. I'm now very happy to return the floor to the Chairman.
Henderikus Th. E. M. R. Rottinghuis
executiveWell, my thanks to the public. Well, we noted the results of the vote, and I conclude that your meeting has voted in favor of all the resolutions by the necessary margin. I'd like to thank you very much indeed for your confidence and faith in us. Well, this brings us to the last items of today's meeting, and that is closing the meeting. I'd like to thank you for coming, and I wish you all an excellent rest of the day, both of you who are traveling home and those of you who have been following us online. On behalf of all members of the Supervisory Board and Executive Committee, I look forward to seeing you all back in fine health this time next year. And we all hope that we'll be able to show you BAM equally healthy as now or even in a better shape than now. Well, just as before, we're going to be having a little reception. We no longer serve alcohol at BAM, not even at the shareholders' meetings because they're very health bid these days. Nevertheless, we hope we will be able to join you in a convivial atmosphere at the reception. Thank you.
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