Fugro 2013 PDF
Fugro 2013 PDF
Fugro 2013 PDF
The term ‘shares’ as used in this Annual Report should, with respect to ordinary shares issued by Fugro N.V., be construed to include certificates
of shares (also referred to as ‘share certificates’ or ‘depositary receipts’ for shares) issued by Stichting Administratiekantoor Fugro (also referred
to as ‘Fugro Trust Office’ or ‘Trust Office’), unless the context otherwise requires or unless it is clear from the context that this is not the case.
In this Annual Report, Fugro N.V. is also referred to as ‘the Company’ or ‘Fugro’. Fugro N.V. and its subsidiary companies are together referred
to as ‘the Group’.
CONTENTS
Dear Stakeholder,
In 2013 we delivered a reasonable performance in the A detailed review of our market positions and growth
Geotechnical and Survey divisions, and an improving potential has been part of the strategy process, and has
performance in the Subsea Services division. These convinced us that the markets in which we operate offer
results were marred by the loss making start of Seabed good opportunities for growth. We see this coming from
Geosolutions, the joint venture with CGG, and growth in existing business, augmented by growth in
multi-client sales ending up lower than expected. emerging economies, leveraging our global capabilities
The overall outcome was a revenue growth (including to support clients on large, multi-discipline projects,
multi-client) of 1.5% from EUR 2,400 million to and providing our clients with consistent quality services
EUR 2,437 million, or 6.1% when correcting for the globally. To support our growth we are enhancing our
negative foreign currency effect of 4.6%. The net profit regional organisation.
margin was 9.3% (2012: 10.7%).
We need to foster collaboration throughout the company,
In 2013 we completed the sale of the majority of the starting at the top. The year 2013 has seen several
Geoscience division to CGG and, together with CGG, changes in the Supervisory Board and Executive
established the Seabed Geosolutions joint venture for Committee. The Supervisory Board has actively
geophysical data acquisition on the seabed in which participated in the strategy process, which contributed to
Fugro has a 60% controlling stake. creating a shared vision for the future of the company
and to building the Supervisory Board and Executive
Following this transaction, we put a lot of effort into Committee team.
an in-depth review of our strategy. This resulted in our
strategy update ‘Growth through Leadership’, targeting We anticipate that 2014 will be an exciting year in
solid growth, improved margins and returns on capital which we will see the first tangible results from the
employed by improving on our market leadership implementation of our Growth through Leadership
positions. The strategy process involved around strategy, which will set up Fugro for its next phase of
200 senior Fugro employees and input from clients, profitable growth with improving returns.
shareholders and analysts. We presented the strategy
update at two capital market day events in London Paul van Riel
and Houston in September 2013. Chairman of the Board of Management
Chief Executive Officer
We established that the key strategic drivers for our past
successes are the same that will carry us forward into the
future. These key drivers include market leadership,
focus on the quality and development of our employees,
operating globally in different markets, product and
process innovation while strenghtening our corporate
standards. A presentation of our eight strategic drivers
forms the theme of this Annual Report. A further
outcome of our strategy is that we established clear
growth, margin and return targets for 2016 and that
we can finance the required investments from our own
cash flow.
Fugro creates value by acquiring and interpreting Revenue (EUR 2.4 billion in 2013)
earth and engineering data and providing associated
consulting services to support clients with their design
and construction of infrastructure and buildings.
Fugro also supports clients with the installation,
repair and maintenance of their subsea infrastructure.
29% Geotechnical
Fugro works around the globe, predominantly in 37% Survey
energy and infrastructure markets offshore and onshore. 24% Subsea Services
Fugro is listed on NYSE Euronext Amsterdam and is 10% Geoscience
included in the AEX-Index.
52 vessels 26 aircraft 97 CPT trucks 261 onshore and 30 jack-up platforms 12,591 employees
17 offshore rigs
35 laboratories 9 autonomous underwater 150 remotely operated 40 diving systems 2,226 nodes 61 nearshore craft
vehicles (AUVs) vehicles (ROVs)
General
■ Reasonable performance of Geotechnical and Survey divisions; improving performance of the Subsea Services division
(which was reported as part of the Survey division before 2013); start-up losses for Seabed Geosolutions and lower than
expected year-end multi-client sales.
■ Completion of the divestment of the majority of the Geoscience division to CGG for a total consideration of EUR 1.2 billion
with a net transaction result of EUR 205 million. The sale was completed in two tranches. The first tranche excluding the
airborne activities, was completed on 31 January 2013. The second tranche, the sale of the airborne activities was completed
on 2 September.
■ Establishment of Seabed Geosolutions on 16 February 2013, a joint venture with CGG to which both parties contributed their
seabed geophysical activities and in which Fugro has obtained a 60% controlling stake by paying EUR 225 million via a
set-off agreement to CGG. Seabed Geosolutions collects geophysical data on the seabed for oil and gas companies.
■ An in-depth strategic review resulted in the updated strategy ‘Growth through Leadership’, which builds on the same
strategic drivers which are core to Fugro’s historic success. Fugro is targeting expansion of its activities in its strong
Geotechnical and Survey divisions, supported by a step-up in investments in the vessel fleet in the next years.
In addition, Fugro targets profitability improvement in the Subsea Services division, and both growth and profitability
improvement in Seabed Geosolutions.
■ Starting with the 2013 dividend (to be paid in 2014), dilution resulting from the optional dividend (cash or shares) will
be offset through a share buy-back and cancellation of the same number of shares issued as stock dividend.
Financial
The activities that have been sold to CGG, comprising the majority of the Geoscience division, are reported as discontinued
operations. The multi-client seismic data library was retained by Fugro. In accordance with IFRS the related revenue was
reported as discontinued up to and including 31 January 2013 while the results were reported as continued.
As from 1 February 2013, the multi-client revenue is included in continued operations. To facilitate comparison we also report
in a number of disclosures throughout this report ‘revenue including multi-client’, which includes multi-client revenue during
the full period 2011 – 2013.
■ Revenue increased from EUR 2,165.0 million in 2012 ■ Revenue decreased from EUR 2,952.7 million in 2012
to EUR 2,424.0 million in 2013. This growth is to a large to EUR 2,518.2 million in 2013. This decrease is
extent related to the fact that multi-client revenue is mainly related to the divestment of the majority
included only as per February 2013. of the Geoscience activities per 31 January 2013.
■ Revenue including multi-client increased by 1.5% from ■ Net result was EUR 428.3 million in 2013
EUR 2,400.0 million to EUR 2,437.2 million. Growth of (2012: EUR 289.7 million) and includes the net
Survey and the revenue contribution from Seabed transaction result of EUR 205 million on the
Geosolutions were partly offset by lower multi-client divestment of the majority of the Geoscience activities.
sales and a negative foreign currency effect of 4.6%.
Corrected for the negative exchange rate effect revenue
increased by 6.1%.
■ EBIT was 13% lower at EUR 267 million, impacted ■ Earnings per share was EUR 5.29 (2012: EUR 3.61).
by the start-up loss of Seabed Geosolutions and a lower
contribution from multi-client.
■ Net result from continuing operations was EUR 224.2 ■ Proposed dividend for 2013 is EUR 1.50 per share.
million in 2013, which is 3.2% lower than in 2012.
Continued
600 125
0 0
428 432
400 400 400 404
100 100
0 0
Continued
Continued and discontinued
In 2013, Fugro has undertaken an in-depth strategic review of its activities and market positions. This has resulted in a
strategy update in which 2016 financial targets have been defined, focused on growth, increasing profitability and
improving returns. The table below reports on the financial indicators being used to measure the success of the
implementation of the strategy. The numbers exclude the marine streamer multi-client business as this activity is
non-strategic going forward. The updated strategy and the 2016 targets are discussed on page 13.
PROFILE Within the oil and gas segment, which generates around
75% of revenue, Fugro is mostly active in the mid and
Fugro provides earth and engineering data services, from latter part of the oil and gas field life cycle by focusing
project preparation through data acquisition, processing, on the development, production and decommissioning
analysis and interpretation to reporting and consulting. stages. For the offshore activities, the major clients are oil
These services support clients with their engineering and gas companies, construction contractors and wind
design and building of large structures and aim to de-risk farm developers. For the onshore, Fugro’s major clients
major investment decisions. This includes providing are mostly oil and gas companies; and governments, as
information and advice about the best way to locate well as mining and construction companies that operate
and build the foundations of a production platform, in local and regional markets. Fugro’s broad and global
wind farm, large buildings and infrastructure, and to footprint allows it to optimally serve clients that operate
strengthen dikes and levies. Further value is provided internationally. Balanced exposure to multiple market
to clients by providing related inspection, maintenance, segments around the globe creates resilience against
repair, installation and light construction support economic downturns as downturns are less likely to
services. The majority of services provided to clients hit different market segments in different geographies
provide high value relative to cost and are concurrently.
non-discretionary in nature. In the majority of its
markets, Fugro is the leading service provider. Fugro has a leading global market position in offshore
survey, offshore geotechnical and seabed geophysical
Fugro’s activities are organised into four divisions: activities, with particular strength in remote frontier
■ Geotechnical, which provides a wide range of areas and deepwater. In other market segments, like
on- and offshore site investigation, consulting and onshore geotechnical and subsea services, Fugro holds
testing services leading market positions in niche and regional markets.
■ Survey, which provides a broad range of on- and Fugro strives to maintain or expand its strong market
offshore services to map and inspect the earth’s positions by safely providing high quality services across
surface, seabed and manmade structures; and the globe, often based on in-house developed, proprietary
provides a range of positioning, geophysical, technologies.
oceanographic and environmental services
■ Subsea Services, which provides offshore inspection, Fugro’s clients operate in locations around the globe in
maintenance, repair, installation and light varying operating environments, and require a wide
construction support services range of services. To support its clients, Fugro has built
up a large, regionally organised, global network of offices from projects in the infrastructure, and oil and gas
and facilities. Cross-divisional cooperation is key to sectors, with a growing base in mining and water.
providing services on a consistent basis and to providing The largest part of the revenue offshore (around 40%
project solutions that involve multiple disciplines. of divisional revenue) is generated in the oil and gas
sector and increasingly in the sustainable energy
Fugro was founded in the Netherlands in 1962 and has (wind farm) market.
been listed on the NYSE Euronext Amsterdam since 1992.
Fugro was included in the AEX-index as of September Market position
2008. By globally deploying the largest dedicated deployed
geotechnical fleet in the world with unique deepwater
Fugro’s activities grow both organically and through capabilities, Fugro is the clear market leader in offshore.
acquisitions. At the end of 2013 the group employed Fugro has a particularly strong market share in the
12,591 staff. deepwater market. Its global presence and ability to
execute complex and technically demanding projects
globally are key attributes.
ACTIVITIES
In the onshore market, which is fragmented with many
Geotechnical division local operators, Fugro holds a leading position in many
Fugro’s field data collection, laboratory testing and niche markets and regions.
geoconsultancy services are focused on ground site
investigations in both the onshore, nearshore and Main resources (at year-end 2013)
offshore environments. The sites are characterised 12 vessels, 278 rigs, 97 cone penetration testing (CPT)
through sampling and borehole tests and related trucks, 30 jack-up platforms and 35 laboratories.
geohazard studies. The geologic conditions and
foundation zone soils and rocks are assessed at specific Survey division
locations using in-house developed, proprietary Through a global network of strategically located, locally
techniques in a multi-phased approach. resourced, operating companies, the Survey division
offers an extensive range of measurement and mapping
The resulting data are integrated and analysed by skilled services, onshore and offshore, across the globe.
geoscientists and geotechnical engineers in order to Its capabilities and expertise are organised into five main
determine a representative ground model to assess business lines, comprising positioning, geophysical
geohazard risk and engineering design for offshore survey, construction support, metocean, and geospatial
structures, onshore and offshore plants and pipelines, services. A broad range of state- of- the- art data
ports, wind farms, large buildings, bridges, and other acquisition technologies are deployed on land, from
infrastructure. These services are crucial to ensure the the air and space and at sea.
long term performance of the clients’ assets. Fugro also
provides services for environmental engineering, water The division addresses the earth measurement and
management, mining, construction materials testing, mapping needs of clients in the oil and gas, construction,
pavement management and marine installation and renewable energy, mining and public sectors. Data and
construction support. measurements from various sensors are processed,
analysed and integrated by specialists to provide
Fugro’s geotechnical services support clients’ projects comprehensive reports, including detailed maps, charts
worldwide in the onshore, nearshore and offshore and other types of graphical presentations, to describe
regions. The majority of the revenue from onshore natural and man-made features on the surface of the
activities (around 60% of divisional revenue) is derived earth, in the subsea environment, on the seabed, and
BOARD OF MANAGEMENT
The Board of Management is responsible for the strategy, policies and results of Fugro. The approval of the Supervisory
Board is required for important management board resolutions. Managing directors are appointed by the General Meeting.
The General Meeting may at any time suspend and dismiss managing directors. A managing director is appointed for a
maximum period of four years. The Chief Executive Officer has the ultimate responsibility for the management of the
company and its performance.
EXECUTIVE COMMITTEE
The Executive Committee comprises the members of the Board of Management and the Director Survey division.
The Executive Committee is chaired by the CEO. Meetings of the Board of Management and of the Executive Committee
are often held jointly.
For the purpose of this annual report, where the Executive Committee is mentioned, this also includes the Board of
Management unless the context requires otherwise.
production of oil fields continues to drive growth economies. In other areas, like Hong Kong, they
of exploration and production expenditure, although continued to be strong, and good opportunities arose
at a lower rate than in the previous years. in emerging areas like Kazakhstan and East Africa.
Towards the end of the year a number of clients have DIVESTMENT MAJORITY
indicated that investment discipline rather than GEOSCIENCE DIVISION
expansion are key to them.
On 31 January 2013 Fugro completed the sale of the
Oil and gas will remain important for decades and with majority of the Geoscience division, excluding the marine
‘easy oil’ production under pressure, the trends towards streamer seismic multi-client library and ocean bottom
exploration and production in deep water and frontier nodes (OBN) business, to CGG for EUR 1.2 billion. This
areas continued. The impact on the energy markets of was the result of Fugro’s review of all options regarding
shale oil and gas is currently mostly limited to the its marine streamer seismic data acquisition business
Americas but the increasing energy independence of the and associated activities that it announced in May 2012.
US will likely have an effect on world energy markets. This divestment allowed Fugro to exit the capital
Although use of energy from sustainable sources such intensive and volatile marine streamer seismic segment
as offshore wind farms is growing rapidly, it still only of the oil and gas exploration market where it did not
makes a small contribution globally. The effects of the have a leading market position.
general slow growth of the world economy were limited
for Fugro thanks to the company’s position in the oil and As part of the transaction, Fugro agreed to grant CGG
gas market, the strategy to focus on providing a broad a vendor loan of EUR 225 million, which was drawn in
range of services across the value chain of our customers, two tranches: the first tranche of EUR 125 million on
and our client-, regional-, and market diversity, all closing of the main transaction on 31 January 2013 and
differentiators for Fugro. Continued energy demand the second tranche of EUR 100 million in September 2013
has resulted in ongoing demand for Fugro’s services. at the effective closing of the airborne business, which
The increasing drive of our clients towards deeper water was completed at a later date as certain administrative
and frontier areas played on Fugro’s strength, as does steps needed to be concluded as well as government
the trend to contract larger, multi discipline projects. approvals needed to be obtained to transfer some parts of
the equipment. A total amount of some EUR 793 million
Global developments have resulted in an increasing was received from CGG which includes the repayment
demand for Fugro’s services in various activities, but fell of the first tranche of the vendor loan in August 2013 of
short of expectations in certain specific market segments. EUR 112.5 million. At year-end the balance of the
This applied specifically to the ocean bottom cable (OBC) vendor loan was EUR 112.5 million.
activities and sales from the seismic multi-client library.
In subsea services, demand showed improvement in The proceeds of the transaction were used mostly to pay
aggregate, but still showed weakness in certain areas down debt.
for specific activities such as remote operating vehicles
(ROV) services in the Far East. The transaction involved the transfer of 2,430 well
qualified Fugro employees to CGG.
The infrastructure and mining sectors in which Fugro
operates showed regional variations. Activities that As a consequence of the divestment, the sales are
largely depend on government funding, such as reported as discontinued operations until the date of
infrastructure, aerial mapping and construction, closing. The net transaction result on the sale of these
generally continued to be under pressure in the Western activities amounted to EUR 205.1 million in 2013.
2013 Included in
(x EUR million) fi nancial
100% basis statements
Revenue 44.9 –
Share of profit /(loss) of
equity accounted investees 6.5 4.9
Revenue 1 The new geographical regions as per the strategie review is used.
Revenue growth
Exchange
(in %) Organic Acqui sitions Disposals rate Total
1 Including multi-client.
Geotechnical 98 90 92
Survey 166 185 191
EBITDA Subsea Services 13 (24) 14
EBITDA decreased by 1.7% from EUR 465.4 million to Geoscience; (10) 56 5
EUR 457.4 million. of which Seabed Geosolutions (55) – –
■
Cost development Total 267 307 302
Third party costs amounted to EUR 1,003 million in 2013
(2012: EUR 793.3 million). This is an increase of 26.4%,
which was mainly due to additional vessel charters to
handle the increase in work load and acquisitions. Third
party costs as a percentage of revenue were 41.4% (2012:
36.6%). It includes EUR 88 million amortisation expenses The divisional performance is discussed starting on
associated with the data library (2012: EUR 143 million). page 36.
As in past years, managing the workforce was a focus Depreciation of tangible fixed assets increased from
point in 2013. The size of the workforce is carefully EUR 155.6 million in 2012 to EUR 179.0 million in 2013,
evaluated and actively adapted to the demand in services an increase of 15.0%, which is the result of capacity
when required. This meant that in some activities the expansion in the vessel fleet (including related
number of employees was reduced and in growth areas operational equipment) and ROVs. The depreciation of
more staff was hired. The average cost per employee in tangible fi xed assets was 7.4% of revenue (2012: 7.2%).
2013 was EUR 59,409, an increase of 2.3% compared
to 2012 (EUR 58,067). The increase is amongst others Net finance costs
caused by high costs in areas like Brazil and Angola. The net finance costs amounted to EUR 7.0 million in
Total personnel expenses in the year amounted to 2013 (2012: EUR 15.1 million).
EUR 743.1 million (2012: EUR 694.5 million), an increase
of 7%. Staff costs as a percentage of revenue were 30.7%, The net interest charge includes an amount of EUR 6.4
which is somewhat lower than in 2012 (32.0%). million as a result of a higher effective interest rate on the
vendor loan to CGG. The change in fair value of financial
Other expenses amounted to EUR 274.1 million in 2013 assets relates to the warrant on the vendor loan to CGG.
(2012: EUR 226.6 million), an increase of 21.0%. As a
percentage of revenue these costs are 11.3% (2012:
10.5%). Other expenses include a variety of different (x EUR million) 2013 2012
costs, which cannot be allocated directly to projects, such
as repair and maintenance, occupancy, insurances, etc. Change in fair value financial assets (0.5) (12.8)
Net interest charge 11.9 17.9
EBIT Foreign currency effects (4.3) 10.1
The result from operating activities (EBIT) amounted to Other (0.1) (0.1)
EUR 267.0 million (2012: EUR 306.6 million), a decline ■
of 12.9%. Total cost 7.0 15.1
As further discussed in Strategy implementation on page currencies following the strenghened Euro. See also page
13, additional investments will be made in 2014 and years 74 of the report under risk management and page 180
following to support the further growth of the company. and 181 of the financial statements under currency risk.
Goodwill
The book value of goodwill was EUR 725.4 million at
Capital expenditure 2013 committed and required capex
year-end 2013. In 2013, the addition to goodwill
amounted to EUR 241.6 million (2012: EUR 23.0 million).
2013 20141 20151 20161 The addition is mainly a result of four acquisitions in
2013. There was a negative effect of EUR 36.4 million of
Maintenance capex 78.9 100 100 100 foreign exchange rates in 2013 (2012: positive EUR 8.2
Capex major assets 41.1 65 25 25 million) on the balance sheet for the goodwill.
Capex major assets Goodwill is not amortised, but is tested at least once a
under construction 133.4 40 25 – year for impairment. As in 2012, this did not result in
■ adjustments. Considering the start-up nature of Seabed
Total capex
(cash out) 253.4 205 150 125
Book value as
1 Estimate Development Goodwill of
of goodwill 1 (x EUR million) 31 December
Personnel data
2013 2012 2011
Geographical distribution
at year-end
Europe 4,528 4,364 3,872
Africa 484 410 383
Middle East and India 2,187 1,780 1,748
Asia Pacific 2,336 2,449 2,218
Americas 3,056 3,162 3,274
■
Total 12,591 12,165 11,495
Brazil Fugro was awarded a four year contract starting Azerbaijan Fugro was awarded a seabed survey of over
the first quarter of 2014 to provide a remotely operated 11,000km in Total’s Absheron field. For this project,
vehicle (ROV) and survey and positioning services to Fugro in Azerbaijan cooperates closely with Fugro in the
Petrobras. The contract has an option for another four United Kingdom to support AUV operations and for data
year extension. This contract strengthens Fugro’s position interpretation.
as the leading supplier of ROV services in the Inspection,
repair and maintenance (IRM) market in Brazil with Azerbaijan & Kazakhstan Fugro won onshore
eight tri-partite contracts for Petrobras. geotechnical site investigation work for refineries in
Azerbaijan. TengizChevrOil awarded a four year call-off
Brazil Seabed Geosolutions executed an ocean bottom contract for site investigations and topographic surveys
node (OBN) 4D survey, covering 232km2 of the Chevron for their new refinery site in Kazakhstan.
Frade field. This is the first deepwater autonomous node
project conducted in Brazil. Norway Fugro has been awarded a hydrographic
charting contract with the Norwegian Hydrographic
Canada Fugro performed onshore and offshore Service. This survey is part of the Mareano project
geotechnical and geophysical site investigations in covering approximately 41,000km2 and is in addition
support of the design for the Pacific Northwest’s liquefied to the earlier awarded 11,000km2 in the Barents and
natural gas (LNG) export facility on the West coast of in Norwegian Seas.
Canada.
United Kingdom Early 2014, Fugro was awarded two
Mexico Fugro was awarded a contract by PEMEX for contracts to perform cable burial and survey operations
ultra deepwater geotechnical and pilot hole drilling and at two wind farm sites. The first contract is for CT
logging services for de-risking of drilling locations and Offshore at RWE Innogy’s Gwynt y Môr Offshore Wind
field developments. This contract represents an example Farm located in Liverpool Bay. The second contract is
of the Fugro synergy employed on deepwater deephole a similar work-scope at a wind-farm located off the East
drilling for well support. coast of the United Kingdom.
United States of America The transportation United Kingdom Fugro undertook a major geotechnical
department of the State of Pennsylvania awarded Fugro site investigation project off the south coast for a
Roadware a multi-year contract for automated pavement multi-national power generation and supply company.
data collection. The contract consists of collecting The work consisted of shallow seabed and borehole
pavement data on nearly 27,000 miles of highways sampling using a geotechnical vessel, along with
annually. laboratory testing, analysis and reporting, to support
the design and installation of wind turbines.
Angola Total (E&P) Angola extended its survey and Australia Fugro was awarded a contract by Subsea 7
positioning services agreement with Fugro for another to provide survey services on the Chevron Gorgon
three years to support drilling operations for the This project ranging water depths from 200m to 1,350m
development in offshore Blocks 17 and 32. Similarly, Esso is one of the largest seabed metrology projects
extended the three year frame agreement for Block 15. undertaken globally.
Ghana Fugro undertook a major multi-discipline China Fugro carried out a deepwater gas hydrates
deepwater project for a multinational oil and gas investigation in the South China Sea for the Guangzhou
company. The work consisted of integrated hydrographic, office of the China Geological Survey.
metocean, geophysical, geological, environmental and
geotechnical data acquisition and consultancy, to support Hong Kong Fugro conducted nearshore site investigation
the design and installation of new offshore deepwater and geomonitoring work for infrastructure projects
oil and gas floating production, storage and offloading associated with the Hong Kong - Zhuhai - Macao Bridge, as
(FPSO) production facilities. well as other railway and airport-related developments in
the territory.
Madagascar Fugro was contracted by South Atlantic
Petroleum (SAPETRO) to acquire geophysical data to Indonesia Fugro completed a detailed marine survey
provide seep-mapping and interpretation of geology and for the pipeline route from the Greater Sunrise Gas Field
shallow fluid migration systems. The main objective of to onshore Timor Leste.
this project was to scientifically identify and sample areas
where there may be naturally occurring seeping or Malaysia Early 2014, Seabed Geosolutions secured
venting of hydrocarbon-rich fluids. a contract with Petronas for an ocean bottom cable
(OBC) services for the Temana and D18 fields. The project
Mozambique Fugro is providing multi-discipline will start at the end of the first quarter of 2014 and is
services to ENI to support detailed engineering and expected to take approximately six months
design for the development of the Mamba field. to complete.
It includes multi-year metocean and geotechnical
program, and the AUV survey completed by Fugro to Malaysia Fugro Subsea Services has been awarded
date. a five year contract by Shell in Malaysia for the
provision of IRM services for their subsea infrastructure.
Fugro can meet the program objectives with its fleet
MIDDLE EAST & INDIA which will support a strong utilisation of the existing
fleet. The program is expected to start in the second
Iraq The joint venture for geotechnical and survey quarter of 2014.
services secured several geotechnical contracts for
international oil companies and engineering, Russia Fugro was awarded a contract by OJSC
procurement and construction firms. Mezhregiontruboprovodstroy to supply the Southern
Ocean to perform installation and support activities at
Qatar Qatar is investing heavily in infrastructure, the remote Kirinskoye Gas Condensate Field, a part of the
subways, road networks, stadiums, ports and airports. Sakhalin 3 Development.
Fugro was awarded geotechnical work along three new
metro lines, a new football stadium and a new port,
all in connection with the FIFA World Cup in 2022.
* Includes pro-rata allocation of formerly unallocated other corporate expenses and finance income over the divisions as per 2011, based on revenue.
The historical numbers have been adjusted for comparison purposes.
resources (drill rigs and CPT trucks) to fulfil the needs Fugro entered the new seabed-based robotic drilling
of emerging markets in the developing world. marketplace in 2012 by forming a joint venture company,
Seafloor Geotec, with Gregg Marine of the United States.
As a leading overwater marine contractor, Fugro is also In 2013, Fugro initiated projects by deploying the robotic
delivering nearshore geotechnical investigation and seabed technology on rock and soil investigations in
specialist foundation solutions to the energy and deepwater for oil and gas companies globally.
resources sectors, as well as meeting the requirements
of civil engineering infrastructure projects such as As part of the continuing global fleet replacement
bridges, ports and harbour developments. program where older tonnage is being replaced with new,
modern vessels, Fugro Voyager, a purpose built 83-metre
For the mining sector, the division is providing geotechnical drilling vessel with dynamic positioning
geotechnical engineering services during the installation (DP2) and specifically designed to address the varied
of foundation systems at new oil sands and potash mining demands of the deepwater market in Southeast Asia,
operations in Canada as well as at new mine sites in was delivered. A similar vessel, Fugro Scout, is expected
South America and other projects in Africa and Asia. in 2014 for global deployment while a third vessel built
for northern European waters is anticipated in 2016.
The geoconsulting business continues to grow globally
due to the nature of the larger remote and technically The results in 2013 demonstrate the success of leveraging
demanding projects. To increase the share of this business scale in capturing market in high growth deepwater
particularly where a stronger geographical presence for frontier regions and contracting large, integrated
both onshore and offshore can be built, Fugro acquired multi-discipline projects especially in emerging
Advanced Geomechanics in Perth Australia, a consulting economies. Success has also come from establishing joint
company that provides highly specialised geotechnical ventures in each of the emerging countries with
and geophysical engineering and consulting services to opportunities and building a strong local content to
the oil and gas sector in Australia and worldwide. support future work. The division maintained its market
position in sustainable energy, mining and general
The company will contribute to Fugro’s strategy of infrastructure markets while relocating from slower
providing clients with fully integrated consulting growth markets like Europe and replacing older vessels.
solutions from data acquisition through engineering
advice. They will play a role in expanding the
geoconsultancy globally.
* Includes pro-rata distribution of allocation of formerly unallocated other corporate expenses and finance income over the divisions as per 2011, based on revenue.
The historical numbers have been adjusted for comparison purposes.
Throughout the year the onshore geospatial business A number of areas in the world with emerging economies
line was affected by a low activity level in aerial mapping will become important growth markets for the division
services. This indicates that the market conditions are and Fugro as a whole. The African continent is a good
not yet improving and resulted in heavy competition and example of this. This year, Fugro opened an office in
price pressure. Poor weather conditions in Europe and Maputo, Mozambique. Other countries in East Africa,
Americas contributed further to the disappointing like Tanzania, Kenya, Uganda and Madagascar are
performance of these activities. Further steps have been expected to follow and will benefit from new oil and
taken to reduce costs. In addition, the business is being gas developments. West Africa will continue to be an
reoriented to becoming a solutions provider rather than important growth market for Fugro. In Angola, Fugro
just undertaking the collection of data. The terrestrial will strengthen its position with a new, expanded office
survey part of the geospatial business line showed good with warehouse and laboratory facilities as of the second
returns and selected niche services will be further quarter of 2014. The new infrastructure will allow
expanded around the globe. Fugro to support a wider range of Fugro services locally.
The global positioning signal services business showed Technology is key for the growth of the division.
good results and steady growth in all product lines. The newly developed remote survey operations services
The positioning business serves well over two thousand (OARS), which reduces the amount of time that operators
high-end vessels from all segments of the offshore oil and have to spend offshore, will be rolled out in 2014 in the
gas sector, cruise vessels, merchant marine and research Gulf of Mexico. In 2014 the newest AUV, which is 4,500m
vessels. The oceanography and meteorology services water depth rated, camera capable, and rough seas
contributed well in 2013. Increasingly, this business launch and recovery ready, will be taken into operation.
is deriving its revenue from long term contracts for
permanent monitoring systems deployed on FPSOs, During the year, two purpose-built vessels were brought
drill ships and mobile platforms. to the market: the Fugro Helmert and Fugro Brasilis.
Both vessels have already secured a solid backlog for
In August 2013, Fugro signed a ten-year extension of 2014. Currently, the division has four dedicated, built
the joint venture with China Oilfield Services Ltd (COSL). to high specifications survey vessels under construction.
The joint venture, named China Offshore Fugro Three of these will be delivered during 2014, of which
Geosolutions (COFG) and in which Fugro holds 50%, two will bring additional capacity. With the ongoing
has been operating successfully in the Chinese offshore renewal and expansion program of the survey fleet and
environment since 1983. Services provided include associated investments in state-of-the-art technology,
precise navigation services, subsea positioning, the division is in the process of capturing the growth in
construction support services and remotely operated the market, in order to reach the targeted acceleration
vehicle (ROV) services. At the end of the year, Fugro also in the growth of the division.
reached agreement with the State Oil Company of the
Azerbaijan Republic (SOCAR) to form a new joint venture
for the performance of bathymetric, geophysical &
geotechnical surveys, the provision of autonomous
underwater vehicles (AUVs) and ROVs, diving services
and general positioning support, both onshore and
offshore, throughout Azerbaijan.
* Includes pro-rata distribution of allocation of formerly unallocated other corporate expenses and finance income over the divisions as per 2011, based on revenue.
The historical numbers have been adjusted for comparison purposes.
** Includes the write off on a minority participation in Expro AX-S Technology in 2012 that went into receivership for an amount of EUR 22 million.
1 The activities that have been sold to CGG, representing the majority of the Geoscience division, are reported as discontinued operations (see page 139 of Financial statements
for the discontinued revenue). The multi-client seismic data library was retained by Fugro. In accordance with IFRS the related revenue was also reported as discontinued
up to and including 31 January 2013, while the results and assets of multi-client were reported as continued. As from 1 February 2013, the multi-client sales are included
in continued operations.
2 Seabed Geosolutions: 100% consolidated.
3 For comparison reasons we have included the line ‘revenue including multi-client’, which includes multi-client sales during the full period (2011, 2012 and 2013)
4 Includes pro-rata distribution of allocation of formerly unallocated other corporate expenses and finance income over the divisions as per 2011, based on revenue.
The historical numbers have been adjusted for comparison purposes.
Seabed Geosolutions was formed on 16 February 2013 Multi-client data sales in 2013 varied regionally.
by merging the OBN and OBC operations of the parent The activity levels in the Gulf of Mexico and Australia
companies. Several months were spent on the start-up in were lower than expected. The licensing round in
which the management, organisation and infrastructure Western Australia resulted in some licenses going back to
of the new company were established, while at the same existing lease holders. This has delayed the opportunity
time executing on-going contracts. The pipeline of for additional data sales. In Norway the licensing round
pending projects was attractive at inception, comprised areas well covered by Fugro data and resulting
unfortunately several of these took longer than expected sales were satisfactory, although there has been some
to mature into contracts. This was especially the case for slip into 2014 following the delay in the announcement
OBC activities. OBN activity levels were good although of the 2013 licencing round. The revenue resulted in a
operational teething problems led to disappointing significant reduction of the net book value of the library
results in the year. Underlying demand in the market through sales amortisation. Currency effects also resulted
was good and prospects for the foreseeable future also in a reduction of the net book value. Fugro made limited
appear positive. investment in multi-client data during the year. This was
restricted to concluding data acquisition and processing
A significant part of the seabed geophysics market is projects which had already been committed to prior
comprised of a relatively small number of large contracts. to the transaction with CGG and some reprocessing
This results in a lumpy project pipeline where to enhance sales value of existing data sets. Minor
maintaining satisfactory average utilisation will be a investments, mostly in reprocessing, will continue as
challenge. The main regions of Seabed Geosolutions market opportunities arise and underwriting levels
activity for 2013 were West Africa and the Gulf of Mexico support.
for repeat clients, These are oil and gas provinces where
the use of seabed geophysics to design optimum reservoir
development is well established.
54
MULTI-MARKET
EXPOSURE
Fugro operates in multiple markets to achieve
resilience against market volatility.
58
GLOBAL
COVERAGE
With its global reach, Fugro is uniquely positioned
to global clients on a local basis and mitigates
the exposure to local economic volatility.
CSR APPROACH AND AMBITIONS incident. Our approach is that all incidents and accidents
are preventable and our goal is perfection.
As part of its General Business Principles, Fugro is
committed to contributing to sustainable development. Another important aspect of Fugro’s CSR approach
This requires balancing short and long term interests of is respect for the environment, including awareness
stakeholders and integrating economic, environmental of the environment. Various developments are creating
and social considerations into decision-making. new opportunities. The demand for energy is increasingly
being met by renewables such as solar, wind, biomass and
Fugro’s services enable clients to make responsible use tidal energy. Reducing the environmental impact of
of the earth and its resources. Fugro assists in the Fugro’s own operations is also an essential part of its CSR
exploration, development, production and transportation approach. The largest environmental impact relates to
of important natural resources. Technical data and fuel consumption by our fleet of vessels and aircraft and
information are made available to clients who design and energy consumption and use of materials
build buildings and infrastructure so that they may do so at our office locations. As a consequence, these are the
in a safe and efficient way. areas that we focus on, for example in new vessels and
buildings.
Fugro adds value to the data it collects by optimally
combining equipment, technology and expertise. The 2013 strategy update incorporated feedback from
Clients frequently take important decisions on the basis stakeholders, such as clients, shareholders and a group
of the information provided by Fugro. People are at the of more than 200 senior managers and key staff.
heart of our business and our clients rely on competent, Changing demands from clients, shareholders and society
well-trained and dedicated staff for their projects. This is at large was one of the key drivers for the strategy review.
especially relevant because Fugro Fugro is aware of increasing expectations on its corporate
works in over 60 countries with mainly local staff. citizenship, in line with a general trend of more attention
Further growth of the company will ultimately only for governance and CSR. Fugro believes it is able to find
be feasible when it employs the right people with the the right balance between meeting these demands whilst
right technological expertise, skills and drive. As part continuing on its growth path. Fugro is considering
of its strategy, Fugro is increasing its emphasis on staff compliance with the Global Reporting Initiative (GRI)
development and is growing the number of employees guidelines in order to further strengthen its CSR efforts.
significantly to meet our 2016 strategic targets.
CSR organisation
Considering our business environment, safety is key to The Corporate Social Responsibility agenda is set by the
all our operations, and is an essential element of our Board of Management and CSR is an intrinsic part of
Corporate Social Responsibility (CSR) approach. Fugro day-to-day operations. The CSR coordinator reports
management takes a proactive approach towards creating directly to the Chairman of the Board of Management, in
a safe working environment for all employees and is order to promote and coordinate this agenda. The
accountable for promoting continued safety education individual operating companies are responsible for local
and training, assigning responsibility for all aspects of implementation of relevant practices within the policy
the HSSE policy (health, safety, security and framework set by the Board of Management.
environment), continuously reviewing potential areas of
improvement, and ensuring thorough evaluation of every
People
Providing a safe, secure and Corporate HSSE Strategy (2012-2015) 24% reduction in number of recordable incidents
healthy working environment and 40% reduction in lost man days
Strengthening the corporate and regional
HSSE organisation Recognition by external organisations,
resulting in various HSSE awards
Roll out of the iPower™ campaign to
communicate cultural changes and Development of Managing Safely in Fugro,
to reinforce and promote people’s own an in-house course for managers and supervisors,
responsibility for health and safety and with accreditation by Institution of Occupational
to ‘watch out’ for each other Safety and Health
Mandatory training programs for all staff Release of updated Golden Rules of HSE
Diversity and maximising Taking account of local conditions Increase in use of local staff in numerous markets
local involvement
Recruiting as many local staff as possible Award of skills development fund grant by
for technical, support and management the state of Texas to hire and train local workers
positions
Employment of army veterans personnel
Building local offices with local staff transitioning from national service to civilian life
Ensuring ongoing personal Deploying staff on flexible/project basis Establishment of new Fugro Academy training
development of our employees facility in Gweek, Cornwall, UK
HR Programme: Partnership for Growth,
developing modules to support HR policy Creation of Business Management and
Development Centre within Fugro Academy
Setting up short and long-term exchange to develop business, project management
programmes and leadership skills
Fugro Academy: developing and offering Piloting of new Applied Project Management
classroom and e-learning training courses course in Europe and the Middle East
Contributing to the renewables Availability of technology Affi liation with Norstec, a network for key
and sustainable infrastructure Employees’ expertise and knowledge players in the offshore renewables sector.
markets
Completion of support services for the world’s
largest offshore wind farm (London Array)
Reducing the environmental Certified environmental management 72% of Fugro’s key operating companies
impact of our own operations system (ISO 14001 or equivalent) for all are certified or close to certification
key operating companies (ISO 14001 or equivalent)
Society
Supporting diverse activities Initiating activities by local organisations Financial support for cultural heritage
PEOPLE
Golden Rules of HSE
Healthy and safe working environment At the end of 2013 Fugro released the new
Focusing on employee health and safety is an integral version of its ‘Golden Rules of HSE’, which
part of operational management as every employee is focuses on high-risk activities and sets out
entitled to a safe work place. Fugro firmly believes criteria by which everyone in Fugro, including
that accidents can be prevented and has therefore contractors, is expected to abide.
implemented an HSSE management system at all levels
of the organisation. We implement project-specific safety Fugro is committed to providing a healthy and
plans. safe working environment, which is based on
our belief that all incidents are preventable.
Leading by example is important, and that means We recognise that the industries in which we
it is essential to involve senior management in building work will continue to expose us to risk and
our safety culture. Fugro promotes visible leadership and we must make efforts to manage these and
a sense of responsibility throughout its organisation, prevent them from developing into incidents.
including with respect to safety. Management at all levels The Golden Rules of HSE provide basic guidance
is therefore expected to focus on actual safety issues, and which is based on our and industry experience
visibly and actively motivate, influence and guide and lessons learned. Compliance with the rules
employees’ individual and collective behaviour. At the is essential to preventing personal injury and
same time it is made clear that safety is the responsibility ill health.
of every employee.
The new HSSE materials, consisting of
Fugro has a group-wide HSSE strategy. Relevant activities laminated, strengthened formats for field staff
in 2013 included: and paper booklets for others, was distributed in
■ Continuation of roll out of the iPower™ campaign; 2013. This new version of the Golden Rules is
the main aim is to promote peoples’ individual available in eight languages. An introduction to
responsibility for their own health and safety, the rules, available via Fugro Academy, and two
as well as that of their colleagues posters have been developed to support the
■ Development and release of an update of the release and implementation of the Golden Rules.
Golden Rules of HSE, focussing on Fugro’s high risk
activities. The booklet has been translated in eight Fugro strongly believes that adherence to the
different languages new Golden Rules of HSE will further strengthen
■ Establishment of the Fugro Travel Security Portal, its safety culture.
providing the latest travel security information to
employees
■ Accreditation by Institute of Occupational Safety Statistics show that our HSSE efforts in the past few years
and Health of an internal ‘Managing safely In Fugro’ has been effective, with a further improvement in
course for management and HSSE professionals performance being recorded during the year under
review. The numbers of recordable incidents and lost man
days (both per one million man hours worked) decreased
in 2013 by 24% and 40%, respectively. Over the past five
years, the total decrease was 50% and 60%, respectively.
Fugro works with safety indicators in line with the In August 2013, Fugro was presented by Chevron
standards appropriate for the sectors in which it operates, Australia with two awards for their Gorgon Expansion
with the aim to achieve an LTIF (Lost Time Injury Project: Outstanding Crew Award and Outstanding
Frequency) of less than 0.5 per million man hours Contractor Award. To ‘recognise Fugro and the crew of
worked (benchmark set by the International Association the Synergy vessel for an exemplary HSSE performance
of Oil and Gas Producers). In 2013, the LTIF for Fugro and transparent demonstration of an evolved safety
services relating to this market segment was close to 0.5. culture’, Chevron released a dedicated video called
‘A Safety Culture, the way we do things around here’,
Within the company, there was one fatal incident in 2013. which captured the dedication of the crew aboard the ship.
In May, whilst travelling to the worksite, a pickup truck
carrying two Fugro employees was involved in a collision Fugro itself also awards prizes to operating companies
with a heavy truck in Saudi Arabia resulting in one that have distinguished themselves. Fugro Subsea
fatality and one case of minor injuries. The accident Services in Aberdeen (UK) and Fugro Pelagos Inc. in
has been investigated by the HSSE team and senior San Diego (USA) were awarded the 2013 Golden SAM
management. As a result Fugro initiated a companywide (Safety Always Matters) for their general and consistent
review on the type and adequacy of driver and HSSE performance.
transportation controls.
Diversity and maximising local involvement ■ Increase in use of local staff in Angola
Fugro is active in over 60 countries and works mostly Fugro has been active in Angola since 2002.
with local staff and suppliers. This diversity has a positive It provides survey and geotechnical as well as
effect on our operational activities as we benefit from subsea related services to all major oil operators
knowledge of local business procedures, legislation and and contractors in the country. In 2013, Fugro
traditions. Therefore, wherever possible, we recruit increased its total number of local staff to 90,
local staff and give them opportunities to attend of which 36 technical staff. With a high priority
training courses at a local and international level. on training and development of staff, Fugro Angola
has provided 2,670 onshore as well as 1,790 offshore
The advantage of working with people from diverse training days. Fugro Angola has also continued and
cultural backgrounds is that it creates an environment extended its local sponsorship program and currently
in which people learn to open up to each other and sponsors 24 topographic students. Throughout the
to respect and appreciate each other’s qualities. program, Fugro provides regular training sessions
The resulting professional cooperation leads to to the students in topography, where they have access
innovative solutions for Fugro’s clients throughout to equipment and where examples of day to day tasks
the world. are demonstrated.
■ Employment for army veterans
Wherever possible, decisions about local staff policies, The hiring of veterans in certain areas of the world
renumeration, pensions and benefits is handled at the is an important initiative for Fugro. With the rigors
local or regional level. This ensures consistency with of work in the field and at sea, as well as the complex
local or regional situations and customs. technical nature of our instrumentation, Fugro
has found that veterans have not only compatible
Examples of projects on local involvement: technical skills but also possess resilience, learning
■ Railway project in Guinea abilities and maturity which come from their time
Between June 2012 and October 2013 Fugro Survey in their national service. In the USA, Fugro is
conducted a project for a client in Guinea along a actively involved in transitional military recruitment.
700km railway line, running from an iron ore mine For the 5th consecutive year in 2013, Fugro USA has
to the deepwater port south of Conakry. For this been named a top veteran friendly employer by the
project, Fugro employed local staff, not only for publication ‘GI Jobs’. The selection process for the
logistics and construction support but also for data prestigious award was amongst others based on the
acquisition. During the six months in the field, strength of the company’s recruiting efforts including
Fugro hired and trained more than 120 local staff. meaningful job opportunities, the percentage of
Work included field reconnaissance surveys, new hires with prior military service and retention
construction of geodetic benchmarks and data programs. Military transition recruitment is also
acquisition. occurring in the UK at Fugro Survey and Fugro
Subsea Services.
Cumulative enrolments Fugro Academy Prior to initial field deployment, Fugro has to provide
(x 1,000) specific technical and HSSE training to all employees,
new and old, and much of this comes through Fugro
Academy. Ensuring that all staff are familiar with the
160
working environment and Fugro systems and processes
is key to their successful integration into field teams and
120
operations.
80
Fugro Academy was conceived as a virtually managed
40 training organisation and continues to operate
successfully with this model. Under this approach,
0 experienced training staff deliver training at operating
2009 2010 2011 2012 2013 company facilities around the globe.
Enrolments Completions
Reducing the environmental impact In 2013, more than 60% of vessel crews have been
of our operations inducted in the importance of energy efficiency,
Fugro has set itself an objective of promoting energy through an awareness campaign onboard, consisting
savings in its activities and increasing the use of of posters, leaflets and onboard presentations.
sustainable materials. As well as reducing the impact The approach is proving successful as fleet wide
we have on the environment, this will also generate the first results are starting to be noticeable.
major cost-savings. Fugro works as a service provider The awareness campaign will continue throughout
and does not own or operate any production facilities. 2014 in order to reach all vessel crews.
Therefore our own operations have a relatively low
impact on the environment. The largest environmental The framework has been set to allow for improved
impact of our operations relate to fuel consumption measurement and monitoring of fuel usage. Accurate
by our fleet of vessels, vehicles and aircraft and energy measurement and monitoring is key to launching any
consumption and use of materials at our office locations. future improvement measures. As of 1 January 2014
As a consequence, these are the areas that we focus on. an improved monitoring tool was launched and
improved fuel measurement systems will be installed
Fugro has set itself the goal of having a certified onboard the vessels throughout 2014.
environmental management system (ISO 14001 or
equivalent) for all its key operating companies. By the In addition, initiatives were taken on individual
end of 2013, 72% of the key operating companies were vessels, which will be monitored for effectiveness
certified or were close to certification. The decrease and suitability to implement across the fleet.
compared to the 90% compliance a year ago is related These initiatives amongst others relate to the
to the divestment of the majority of the Geoscience use of LED floodlights on deck and propeller pitch
division, whose activities were almost 100% compliant. experiments in combination with different engine
Compliance audits are carried out, both internally and speeds in order to decrease the use of fuel.
by external agencies.
■ CO2 performance ladder, Fugro GeoServices,
Examples of projects focused on reducing consumption the Netherlands
of energy and materials: This year, Fugro GeoServices has been certified
■ Progress Ship Energy Efficiency for the highest level of the CO2 performance ladder.
Management Plan This is a procurement tool, owned by the
In 2012 the department that supplies the vessel Independent Foundation for Climate Friendly
marine services to Fugro’s operating companies Procurement and Business in the Netherlands and
received its ISO14001 certificate. This has resulted is used by the public sector. In order to meet the
in numerous improvements onboard the managed requirements of the certification scheme, Fugro
survey and geotechnical vessels. Although the energy GeoServices has done a thorough evaluation of the
efficiency program has a legislative mandatory CO2 emissions of its own activities and those of its
background, Fugro is exceeding compliance, in order main suppliers, including commuting, air travel, the
to operate in a cleaner and greener manner, and fuel usage of its vehicle fleet and energy consumption
lowering fuel cost in doing so. The framework of of its own offices. In addition, it is committed to a
the energy efficiency improvement program, CO2-reduction program, which resulted in a 16%
initiated late 2012, was finalised early 2013. reduction in 2013 (= 404 tonnes CO2) compared to
reference year 2010.
■ LEED certification of Fugro’s new office Fugro seeks to preserve and promote accessibility
in Nootdorp, the Netherlands to valuable local heritage, and therefore supports
In 2013 construction work started for the new office many different initiatives around the world, particularly
of the Geotechnical division in the Netherlands. in the area of arts and culture. By sponsoring the
The building provides housing for a warehouse, Concertgebouw Amsterdam, Fugro contributes to the
workshops, laboratories and offices and is designed, latter’s mission to enable as many people as possible
developed, constructed and will be maintained and to experience world-class classical music. Fugro also
operated according to the Leadership in Energy provides financial support to the Hermitage art
and Environmental Design (LEED) program of the foundation in Amsterdam, the Hoge Veluwe national
US Green Building Council. The new premises will park in the Netherlands and the ‘Holland’ sea tugboat.
be completed in 2014 and have been developed to
meet LEED rating requirements. LEED certification In addition to art and cultural heritage, Fugro also
is recognised across the globe as the premier mark supports various local and larger-scale sports events.
of achievement in green building. It sponsors the MS150, a cycle tour from Houston to
Austin organised by the American Multiple Sclerosis
Society, and also amongst others the Western Australian
SOCIETY rugby team Western Force, and an annual cycling event
in Jakarta, Indonesia.
Fugro operating companies aim to be good corporate
citizens by the way in which they contribute directly or Sector representation
indirectly to the general well being of the communities Fugro actively seeks cooperation with universities,
within which they work. Managers and their staff are research initiatives and standardisation institutes to
encouraged, where and when appropriate, to get involved find innovative solutions that encourage best practices
in the local community, support charitable and cultural and provide opportunities to our staff to grow. Fugro is
events and support trade and academic bodies whose involved in many aspects of the energy supply chain and
aim is to improve the effectiveness of the industries in supports and develops standards and methods that are
which Fugro operates. both efficient and good for the environment and people.
To that end, Fugro participates in various organisations
Supporting social initiatives that are actively seeking to improve guidelines,
The company encourages employees to become actively standards, agreements, cooperative ventures and
involved in CSR. Most of the projects supported by so on, in the industries in which we work. The main
Fugro were initiated by local operating companies, and bodies on which we are represented are listed on the
range from voluntary work (for example participation next pages.
in International coastal cleanup in the USA, participation
in annual tree planting event in Australia), sponsoring in
kind (for example participation in charity sports events,
making use of one of our aircrafts for a search and rescue
mission in Australia, internships for students in for
example Italy) to donations to local hospitals and other
charities (for example cancer charities). In South Africa
Fugro supports The Homestead project, which helps
street children.
International Standards Organisation (ISO) Member of working groups for developing new standards:
■ Offshore structures for the petroleum and natural gas industries
■ Marine soils investigation
■ Marine geophysical investigations
■ European standards for laboratory testing of soils
International Society for Soil Mechanics and Secretary and membership of the Offshore Geotechnics Committee
Geotechnical Engineering (ISSMGE) Membership of the In situ-testing Committee
International Association of Oil and Gas Producers (OGP) Membership of the Committee for Guidelines and Technical
Memoranda assessing the risks of offshore drilling
OSPAR (Commission for protecting and conserving the North-East Study and understanding of the environmental risk of drill cuttings
Atlantic and its resources)
International Marine Contractors Association (IMCA) Membership of the Off shore Survey Management Committee
Membership of the Sustainable Energy Working Group
2.0 Joint Industry Projects (JIP) and research programs Fugro’s contribution
Lateral Pile behaviour in Chalk Active participation and fi nancial contribution for determining
pile load/behaviour in marl and limestone soils for purposes
of gathering information for the wind energy sector
Jack-up spud can foundations Active participation in research into the effects of existing seafloor
depressions on the stability of off shore platform foundations
British Engineering and Physical Sciences Research Council Industrial Partner in POLARIS on the subject of Ionospheric
(ESPRC) Scintillation
IHE UNESCO Delft, Netherlands Guest lectures on Off shore Geotechnical Surveys for MSc students
Deltares, Delft, Netherlands Guest lectures for the international course on ‘Setting up a geotechnical
investigation programme’
Imperial College London, United Kingdom Funding of MSc scholarship in Soil Mechanics and Engineering Geology
Portsmouth University, United Kingdom Funding of BEng scholarship in Engineering Geology and Geotechnics
École Nationale Supérieure de Techniques Avancées MSc-level guest lectures on subsea positioning
(ENSTA) in Brest, France
Plymouth University, United Kingdom Learning courses in hydrography at Oceanology International in London.
Fugro has been working with Plymouth for over three years on designing
and developing this modular hydrographic surveying qualification.
Newcastle University, United Kingdom Visiting Professor on integrated positioning, sponsoring of PhD students
Memorial University, Canada Sponsoring and participation in advanced AUV development Initiatives
University of Calgary and University of York, Toronto, Canada Sponsoring of PhD student, various cooperations in the field of
precise positioning
Operational the oil and gas industry. Unless there is a structural drop
Activity portfolio in the oil price to less than around USD 95 – 100 per
Although the core activities show a high degree of barrel (Brent), it is not anticipated that substantial (up or
cohesion, they also target diverse markets, clients and down) fluctuations in oil prices will lead to a rapid change
regions. A high proportion of the activities, around 75%, in these investments.
is related to the oil and gas industry. With the divestment
of the majority of the Geoscience division, Fugro has Capacity management
reduced its exposure to the volatile exploration segment Fugro is constantly alert for signals that indicate changes
and is focusing on the more stable development and in market conditions so it can react quickly and
production segments of the oil and gas field life cycle. appropriately. Sudden and unexpected changes in market
The other activities are dependent on developments in conditions are, however, always possible. Some of Fugro’s
markets that include infrastructure and building, and survey activities can precede investment by clients and
mining. generally take place at the start of project or investment
cycles of clients. This means Fugro’s activities can be the
The influence of positive and negative economic effects first to be affected by changes in market conditions.
is further moderated by: Postponement and interruption to the flow of orders and
■ Cohesion between a broad range of services provided project delays can lead to temporary shortfalls in revenue
to different markets due to under-utilisation of capacity.
■ Good geographical spread
■ Being an independent service provider to a diverse The weather and the availability of vessels are key factors
base of clients for offshore activities in particular. Weather influences
■ Strong market positions are calculated into the budgets and tend to average out
■ Size of the Group. over the year.
Client base and price changes The strategic review has led to the conclusion that in order
Some of Fugro’s contracts are awarded on the basis of to capture the growth potential in the market, a step-up
long-term preferred supplier agreements. In the course in investment in vessel capacity is needed in the period
of a year Fugro often carries out several projects for 2013 – 2016. The majority of these investments will
the same client. The projects carried out for any single support organic growth in the Survey and Geotechnical
client do not, however, account for more than around 4% divisions. For the geotechnical fleet it relates mainly to
of the total annual revenue. On occasion a client may the replacement of three older vessels with more efficient
generate more than 4%, which can happen in case of vessels which therefore increases capacity. In the Survey
exceptionally large contracts where most of the revenue division it also relates to an expansion of the fleet with
falls within a reported period. Having a large number of dedicated, specialised vessels to capture the growth
clients supports Fugro’s independence and improves opportunities in the market. Purpose-built vessels with
its stability. its own proprietary technology provide Fugro with a
competitive advantage, especially for deepwater work.
To carry out its projects Fugro has at its disposal highly Chartered vessels will continue to provide the company
trained employees and technically advanced and with additional flexibility and will continue to be an
expensive equipment. Much of Fugro’s work involves important factor of risk mitigation.
short-term contracts. Fugro is, to a degree, sensitive to
price changes and sudden changes in exchange rates, The vessel investment plan is spread over several years
although it can adapt relatively quick due to the general and has limited hard commitments, supplemented with
short term duration of projects. Fugro’s budgets are, build options. This allows Fugro to adapt the investment
for around 75%, based on the expected investments by program in case the markets develop differently than
31 December 2013 0.73 0.75 1.20 1.18 0.65 0.72 0.120 0.127
30 June 2013 0.77 0.77 1.17 1.17 0.71 0.77 0.127 0.132
31 December 2012 0.76 0.78 1.23 1.23 0.79 0.81 0.136 0.134
30 June 2012 0.80 0.77 1.24 1.22 0.81 0.80 0.133 0.132
31 December 2011 0.77 0.71 1.20 1.15 0.79 0.75 0.129 0.129
30 June 2011 0.69 0.70 1.11 1.14 0.74 0.74 0.129 0.128
Safety
Key operational subsidiaries are externally certified
in accordance with OHSAS 18001 or equivalent.
Compliance audits are done by internal specialists and by
external agencies when re-certification has to take place.
Quality
Where required Fugro operating companies work
in accordance with the relevant certificates such as
ISO 9001 or equivalent. Compliance audits are carried
out internally, by clients and by external agencies.
Environment
Fugro has set a goal that all larger key operating
companies will have a certified environmental
management system according to ISO 14001 or
equivalent. By the end of 2013, 72% of these operating
companies were certified or close to certification. As with
quality certification, compliance audits are carried out,
both internally and by external agencies.
name Mr. J.A. Colligan (1942) name Mr. J.C.M. Schönfeld (1949)
function Vice-chairman committee Chairman audit committee
committee Member audit committee nationality Dutch
nationality British first appointed 2013
first appointed 2003 current term Until AGM 2017
current & final term Until AGM 2015 expertise Financial administration/accounting;
expertise Management strategy and risks inherent to the Planning and control; Financing; Risk management;
company’s business; Management selection, nomination Corporate Governance and compliance;
and selection, oil and gas sector, innovation and Oil and gas sector
technology development other functions Supervisory Board member ARCADIS N.V.;
Other functions Director Society of Petroleum Engineers Foundation S&B Industrial Minerals S.A. (Athens); The Technical
University Delft (Netherlands); The Dutch Authority
Financial Markets (AFM); The Royal Art Academy
and Conservatorium (The Hague) and Foundation
Continuïteit ICT
The year 2013 was marked by the completion, early in the of the state of affairs of Fugro including the management
year, of the divestment of the majority of the Geoscience policies pursued.
division and the establishment of the Seabed
Geosolutions joint venture. This resulted in a shift in We propose that the shareholders adopt the 2013
Fugro’s portfolio, making the company less sensitive to Financial Statements and discharge the members of the
the cyclical seismic data acquisition market. Since the Board of Management in office in the 2013 financial year
divestment, Fugro’s business is organised in four for their management of the company and its affairs
divisions. Despite still difficult economic circumstances during 2013, and the members of the Supervisory Board
in many parts of the world, the Geotechnical and Survey in office for their supervision over said management.
divisions performed reasonably well. The subsea We agree with the proposal of the Board of Management
activities now form a separate division and the to distribute a dividend for 2013 of EUR 1.50 per share,
restructuring of this division is bearing fruit. The Seabed to be provided in cash or in shares at the option of the
Geosolutions business, which is the core of Fugro’s fourth shareholder. This equates to a pay-out ratio of 54% of the
division, had a slower than expected start, but based on net result, excluding the one-off gain relating to the
recent order intake, prospects are promising. divestment of the majority of the Geoscience division.
The company intends to repurchase the shares used for
At the end of September the company presented its dividends in order to prevent dilution.
updated strategy: ‘Growth through Leadership’. We are
confident that the strategic choices that have been made,
will contribute to the future growth of the company. REVISED STRATEGY ‘GROWTH THROUGH
The implementation of this strategy will be an important LEADERSHIP’
task for the Executive Committee in 2014.
The strong growth of Fugro over the last decade and the
recent divestment of the majority of the Geoscience
2013 FINANCIAL STATEMENTS AND division were the main reasons for an in-depth review of
DIVIDEND the strategy. We spent considerable time on discussions
with the Executive Committee about market
This Annual Report includes the 2013 Financial developments and opportunities, issues to be addressed,
Statements, which are accompanied by an unqualified strategic alternatives to be considered and financial and
independent auditor’s report of the external auditor, organisational consequences. Specific attention was paid
KPMG Accountants N.V. (KPMG). These Financial to the need to increase the return on capital used to run
Statements were prepared in accordance with and grow the business. In our September meeting we
International Financial Reporting Standards (IFRS) as approved the strategic plan and agreed with the
adopted by the European Union and section 9 of Book 2 challenging financial targets set by the Executive
Dutch Civil Code. Committee. We consider the strategic plan a solid base
for the next step in Fugro’s development, which includes
On 25 February 2014, the audit committee discussed the continued strong growth of Fugro’s core business, based
Financial Statements with the Chief Executive Officer on enhanced internal cooperation and synergies in
(CEO), the Chief Financial Officer (CFO) and KPMG. response to changing client demands. Strengthening of
The audit committee also discussed the auditor’s report, the regional organisation and upgrading of the corporate
the quality of internal risk management and control support functions are key elements to achieve the
systems and had a discussion with KPMG without Fugro strategic goals. These processes already started in 2013.
management being present.
The outcome of the investigation confirmed the need to Each meeting with the Executive Committee started with
strengthen Fugro’s financial organisation and processes. a discussion on health and safety. Although the health
Fugro’s size, geographical spread and growth ambitions and safety indicators show an improved performance,
require an upgrading of the company’s finance function. Fugro unfortunately had one fatality in 2013.
In close consultation with the audit committee, We discussed this tragic incident with the Executive
appropriate actions have been taken. This included the Committee and strongly support management in its
continued use in 2013 of external capacity and expertise efforts to further enhance Fugro’s health and safety
to support the financial processes at corporate level, culture and performance.
the appointment of Mr. Paul Verhagen to the Board of
Management as of 1 January 2014 and a new CFO as of In the meetings with the Executive Committee the
6 May 2014 and the engagement of a new group recurring items on the agenda were, amongst others,
controller as of 1 February 2014. In addition, market developments; fi nancial performance and forecast
the consolidation system and processes are being per division and for Fugro as a whole; developments in
upgraded, the control function will be strengthened, operating companies; organisational developments;
especially at the regional level, and the internal audit working capital and cash flow; acquisitions, investments
function and corporate treasury will be enhanced. These and divestments; internal control and risk management;
measures are also important to support Fugro’s growth compliance; share price development; investor relations;
ambitions in line with its strategic plan. and the completion process of the divestment of the
majority of the Geoscience division and the establishment
and performance of the Seabed Geosolutions joint
SUPERVISORY BOARD ACTIVITIES venture. The meeting reports of the audit committee,
AND MEETINGS the nomination committee and the remuneration
committee were also discussed.
The Supervisory Board had a demanding year with nine
meetings. Six regular meetings were held jointly with the Next to the regular agenda items, the following items
Executive Committee, five of which were preceded by were discussed:
‘closed meetings’. In addition, three extra meetings were
held by conference call. As a principle the Executive In January we approved the annual budget for 2013.
Committee attended all those meetings but in some cases We also discussed the investigation (as referred to above);
(part of) the meetings were held without (all) members the divestment process of the majority of the Geoscience
of the Executive Committee being present. None of the division; the functioning of the members of the Executive
Supervisory Directors was regularly absent. The overall Committee and their remuneration; a review of
attendance percentage was 96%. Members who were acquisitions during the past five years; and corporate
absent informed the Chairman in advance of their views governance developments. In a closed pre-meeting the
on the items on the agenda. Outside of the meetings the investigation and related issues were extensively
Chairman was in regular contact with his colleagues, discussed.
the CEO and other members of the Executive Committee
when necessary or useful. The Chairman acts as the first In a conference call in February, without members of the
point of contact within the Supervisory Board for the Executive Committee attending, the investigation was
CEO. By way of preparation, many subjects are discussed discussed as well as the decision of Mr. Frans Cremers to
in advance in one of the Supervisory Board committee step down from the Supervisory Board. Shortly
meetings. afterwards it was decided to appoint Mr. John Colligan as
vice-chairman of the Supervisory Board and, for the time the activities and performance of Seabed Geosolutions.
being, as chairman of the audit committee. After having been informed on the key elements of his
contract, the Supervisory Board decided to nominate
In March, during a two day meeting, a full day was spent Mr. Paul Verhagen for appointment to the Board of
to discuss the findings of the investigation. It was Management as of 1 January 2014 with the intent that he
concluded that there were no material adverse findings succeeds the CFO at the close of the AGM in May 2014.
from the investigation. The annual results 2012 were
discussed and the Annual Report 2012 was approved. In November the Supervisory Board started with a closed
We also agreed with the dividend proposal. pre-meeting in which it discussed the composition of the
The nomination of Mr. Maarten Schönfeld to join the Supervisory Board; the profile for a new member of the
Supervisory Board and to take over the chairmanship of Supervisory Board; the self-evaluation process; the
the audit committee was discussed and the Supervisory remuneration policy for the Executive Committee; and
Board received an update on the process for the strategy the external communication by Supervisory Directors.
review. In its regular meeting the Supervisory Board was
informed on feedback from the Capital Markets Day and
In May a lot of time was spent on the review of the the road shows that were held in the last week
strategy. The Supervisory Board supported the of September; on the progress of strengthening the
preliminary findings and conclusions of the Executive finance function; on the implementation process of the
Committee. The Supervisory Board agreed on the profile updated strategy; and it received a presentation by the
for a new CFO and was updated on the search process. Global HR Director on his plans to strengthen HR,
Mr. Harrie Noy was appointed chairman of the especially regarding management development and
Supervisory Board, effective from the closing of the AGM succession planning. The Supervisory Board also agreed
in May when Mr. Frank Schreve would step down with the proposal to buy back shares that are issued as
according to plan. Furthermore it was decided to split the stock dividend in order to avoid dilution.
then ‘combined’ remuneration and nomination
committee in two separate committees, each with its own In a closed meeting in December, the Supervisory Board
chairman. Mr. Harrie Noy was appointed to chair the further discussed the self-evaluation process and the
nomination committee and Mr. Gert-Jan Kramer the evaluation of the (members of) Executive Committee.
remuneration committee. Furthermore the board was updated on the selection
process for a successor of Mr. Bo Smith who will step
In August the half-yearly report 2013 was approved, and down at the end of the AGM in May 2014, as his third
the Supervisory Board again spent a lot of time on the four-year term expires.
review of the strategy. In a closed pre-meeting which was
attended by the CEO only, the Supervisory Board
discussed, amongst others, the process of strengthening COMPOSITION AND PROFILE OF
the finance function and the progress on the recruitment THE SUPERVISORY BOARD
of a new CFO.
The Supervisory Board currently consists of six members
In September the Supervisory Board extensively of American, British, Dutch and German nationality (see
discussed the strategic plan as prepared by the Executive page 80 for details). The Supervisory Board has
Committee, including the financial targets, and agreed formulated a profile defining its size and composition,
with the updated strategy, as well as with the draft taking into account the nature of the company and its
Capital Markets Day presentation. It was agreed to activities. In 2013 this profile was updated when the
change the dividend policy in order to prevent dilution. composition of the Supervisory Board was discussed.
The Supervisory Board also received a presentation on The composition of the Supervisory Board and the
plan for the Board of Management with a new option and At the end of the upcoming AGM, the four-year term of
share plan that incentivises the Board of Management for Mr. Paul van Riel expires. Mr. Paul van Riel is nominated
achieving the company’s strategic goals. Details of the for appointment. The Supervisory Board proposes to
proposals will be available in the explanatory notes to the reappoint him as member of the Board of Management.
agenda for the AGM.
The size and composition of the Board of Management
The Remuneration Report for the year 2013 was prepared and the combined experience and expertise should be
in accordance with best practice provision II.2.12 of the such that best fits the profile and strategy of the company.
Code and approved by the Supervisory Board. This report This aim for the best fit in combination with the
contains an overview of the manner in which the availability of qualifying candidates has led to a Board of
remuneration policy was implemented in 2013. This Management in which currently all four members are
report is summarised in this annual report (see pages 88 male. Attention is paid to gender diversity in the profiles
through 92) and also available on Fugro’s website. of new Board of Management members. Unfortunately,
not many women fill senior positions in the highly
technical environment in which Fugro operates.
COMPOSITION BOARD OF MANAGEMENT Nevertheless, the company encourages the development
AND SUPERVISORY BOARD of female talent which has already led to several
appointments in key management positions.
Board of Management
In the AGM held on 8 May 2013 Mr. Steve Thomson Supervisory Board
was appointed as member of the Board of Management. In the AGM on 8 May 2013, Mrs. Marion Helmes was
He has been with Fugro since 2000 and a member of the reappointed to the Supervisory Board for a second term
Executive Committee since 2006. Mr. Thomson has the of four years. In that same meeting, Mr. Maarten
specific responsibility for the newly established Subsea Schönfeld was appointed to the Supervisory Board to
Services division. fulfil the vacancy that resulted from the stepping down of
Mr. Frans Cremers. After his appointment, Mr. Schönfeld
At the AGM of 8 May 2013 Mr. Kobi Rüegg retired from took over the chairmanship of the audit committee.
the Board of Management, after having been with Fugro
since 1994. With his deep understanding of Fugro, he At the end of the AGM on 8 May 2013 Mr. Harrie Noy took
greatly contributed to Fugro’s development and especially over the chairmanship of the Supervisory Board from
the expansion of the Survey division. Mr. Mark Heine, Mr. Frank Schreve who retired, after his temporary
who has been with Fugro since 2000 and was appointed ‘return’ as chairman in December 2011.
to the Executive Committee in November 2012, took over
the specific responsibility for the Survey division. After twelve years on the Board, Mr. Bo Smith will step
down from the Board at the end of the upcoming AGM,
In early 2013, Mr. André Jonkman, indicated that he as he cannot be reappointed. We are very grateful for his
would step down from the Board of Management at the contribution and wisdom based on his great experience.
end of the AGM in 2014. At the extraordinary general The Supervisory Board proposes to appoint Mr. Douglas
meeting (EGM) which was held on 27 November 2013, Wall as member of the Supervisory Board to succeed Mr.
Mr. Paul Verhagen was appointed to the Board of Smith. Mr. Wall (61) is a US/Canadian citizen and has
Management as per 1 January 2014. As former CFO of extensive experience in senior executive positions in the
Philips’ Lighting division, he has extensive financial oil and gas services industry where he worked all of his
management and international experience. He will life. Until his retirement he served for five years as
succeed Mr. Jonkman as CFO of Fugro directly after the President and Chief Executive Officer of Patterson-UTI
AGM of 6 May 2014. Energy, a publicly listed company that provides onshore
IN CONCLUSION
The first part of this report outlines the remuneration remuneration components and how they may affect the
policy as adopted by the Annual General Meeting (AGM) remuneration of the members of the Board of
on 14 May 2008. The second part contains details of the Management.
remuneration in 2013 of the members of the Board of
Management and of the Supervisory Board. More The Supervisory Board determines the level and
information on remuneration and share and option structure of the remuneration of the members of the
ownership of (former) members of the Board of Board of Management by reference to the scenario
Management is available in Note 5.62 of the financial analyses carried out and with due regard for the pay
statements in this annual report. This remuneration differentials within the Fugro Group. The Supervisory
report is also available on Fugro’s website. Board takes into account, among other things, the results,
the share price performance and non-financial indicators
The remuneration committee is mainly responsible for relevant to the long term objectives of Fugro, with due
preparing decisions of the Supervisory Board on the regard for the risks to which variable remuneration may
remuneration policy for the Board of Management and on expose the company.
the remuneration of individual members of the Board of
Management. The current members of the committee are Award and payment of annual bonus
Supervisory Board members Mr. Gert-Jan Kramer (short-term incentive)
(chairman), Mr. Harrie Noy (chairman Supervisory An annual bonus is awarded and paid only when certain
Board) and Mr. Bo Smith. In 2013, the committee met predetermined targets have been achieved or exceeded.
four times, mostly in the presence of the CEO. The Global The award of an annual bonus is made at the beginning
HR Director participated in part of the meetings. of the year and, with respect to the financial targets,
is subject to the final result of the preceding year. If the
award is made on the basis of a preliminary result,
EXISTING REMUNERATION POLICY the annual bonus will be adjusted when the actual result
is determined.
The objective of the remuneration policy for the members
of the Board of Management of Fugro is to provide a Claw back
remuneration system such that: The Supervisory Board may recover from the members of
■ performance that is pursuant to the results and the Board of Management any variable remuneration
strategy of Fugro is rewarded awarded on the basis of incorrect financial or other data.
■ top managers can be attracted and retained as Payment of variable remuneration to the members of the
members of the Board of Management of Fugro. Board of Management is subject to the correctness of the
relevant (financial) data.
The general meeting of shareholders is authorised to
adopt the remuneration policy of the Board of Ultimum remedium
Management, upon a proposal of the Supervisory Board. Under circumstances, for instance if the predetermined
In its meeting of 14 May 2008, the AGM adopted the targets/performance criteria would produce an unfair
remuneration policy (as described below) for the Board of result due to extraordinary circumstances,
Management. the Supervisory Board has the discretionary authority to
make adjustments (upward or downward) to the amount
The Supervisory Board determines the remuneration of of the annual bonus. If the Supervisory Board would
the members of the Board of Management, on a proposal during the year decide on the payment of severance pay
by the remuneration committee, within the scope of the or other special remuneration to one or more members of
remuneration policy. The remuneration of the members the Board of Management, an account and an explanation
of the Supervisory Board is determined by the AGM. of this payment shall be included in the Remuneration
Report.
The remuneration structure and elements do not
encourage risk taking that is not in line with the risk
profile of Fugro. REMUNERATION
* Appointed to the Board of Management on 8 May 2013. The information shown above covers the period from the date of appointment.
** Mr. Rüegg retired on 8 May 2013. His employment ended on 24 June 2013. The information shown above covers the period until 24 June 2013.
*** The crisis tax relates to benefits in connection with the exercised options in 2013.
REMUNERATION OF THE BOARD OF Management an annual bonus for the year 2013 (taking
MANAGEMENT IN 2013 into account the months of service) of eight months
annual fi xed salary. The payment of the bonus is subject
Fixed salary in 2013 to the correctness of the relevant (financial) data.
Salary levels are reviewed annually. Adjustment of the
fi xed salary is at the discretion of the Supervisory Board,
taking account of external and internal developments.
The fi xed salaries of the Board of Management did not
change in 2013.
Annual bonus
2012
The details of the annual bonus for the year 2012 (which
was paid in 2013) are described in the remuneration
report 2012 and in the 2012 annual report (both
available on Fugro’s website).
2013
The elements of the financial targets were: earnings per
share (EPS) 60%, net profit margin 20% and return on
capital employed (ROCE) 20%. These financial elements
were based upon Fugro’s annual budget (‘profit plan’) for
2013. The non-financial (personal) targets were derived
from Fugro’s strategic agenda.
The Committee has evaluated the predetermined 2013
annual bonus targets in February 2014. Based on the
results for the financial and the non-financial targets,
the Supervisory Board has established the extent to
which the targets for 2013 were achieved.
The financial performance compared to the financial
targets results in four months of annual fixed salary.
Regarding the non-financial targets the Supervisory
Board concluded that these were achieved for 100%, also
taking into account the successful sale of the majority of
the Geoscience division and the completion of the
strategy process. As a result the Supervisory Board has
decided to award to each of the members of the Board of
Mr. Verhagen, who was appointed to the Board of Management on 27 November 2013 as of 1 January 2014, received upon his appointment, and effectively as of
31 December 2013, a one-off compensation award of 15,000 restricted (certificates of) shares as well as of 30,000 options for shares to compensate for rights with his former
employer that he would lose as a result of him joining Fugro. Further details on this compensation award are available in the explanatory to the agenda of the extraordinary
general meeting of shareholders which was held on 27 November 2013 and available on Fugro’s website.
more others, natural persons and/or legal entities, either (d) the transfer or transmission of ordinary shares to
directly or – otherwise than as a holder of certificates of shareholders who on 31 March 1992 were recorded
shares issued with the cooperation of Fugro – indirectly: as shareholders in the shareholders’ register of Fugro,
(i) is the holder of ordinary shares to a nominal if in respect of such a transfer or transmission the
amount of one percent or more of the total capital Board of Management, with the approval of the
of Fugro issued in the form of ordinary shares Supervisory Board, by an irrevocable resolution
(as of 31 December 2013 one percent equalled wholly or partially lifted the restrictions limiting
845,725 shares); or the transfer of ordinary shares, to which lifting
(ii) through such transfer would acquire more than of restrictions conditions may be attached
one percent of the total capital of Fugro issued in (e) the transfer or transmission of ordinary shares to
the form of ordinary shares. group companies of legal person-shareholders who
on 31 March 1992 were recorded as shareholders
Cancellation of certificates is only possible in accordance in the shareholders’ register of Fugro, if in respect
with the above-mentioned. of such a transfer or transmission the Board of
Management, with the approval of the Supervisory
The restrictions to the transfer of ordinary shares stated Board, by an irrevocable resolution wholly or
above are not applicable to: partially lifted the restrictions limiting the transfer
(a) the transfer of ordinary shares to Fugro itself or to of ordinary shares, to which lifting of restrictions
a subsidiary of Fugro conditions may be attached.
(b) the transfer or issue of ordinary shares to, or the
exercise of a right to subscribe for ordinary shares by, Substantial interests in Fugro
a trust office or to another legal person, if in respect Shareholders with an interest in Fugro’s share capital
of such a trust office or other legal person the Board of more than 3%, which must be disclosed to the
of Management with the approval of the Supervisory Netherlands Authority for the Financial Markets (AFM)
Board has by an irrevocable resolution wholly or are reported on page 103.
partially lifted the restrictions limiting the transfer
or issue of ordinary shares, to which lifting of Protective measures (extraordinary control
restrictions conditions may be attached; in respect rights; limitation of voting rights)
of another legal person as referred to above, such When carrying out assignments Fugro can have access
restrictions may be lifted only to the extent that such to clients’ extremely confidential information. For this
may be required to permit that legal person to avail reason Fugro can only carry out its activities if it can
itself of the facility of the participation exemption, safeguard its independence in relation to its clients.
as at present provided for in section 13 of the
Corporation Tax Act 1969 The main point of Fugro’s protection against a hostile
(c) the transfer of ordinary shares acquired by Fugro takeover depends on the one hand on certification of the
itself or the issue by Fugro of ordinary shares, if such ordinary shares and, on the other hand, on the possibility
a transfer or issue takes place within the framework of Fugro to issue cumulative protective preference shares.
of either a collaborative arrangement with or the In addition to this, protective preference shares may also
acquisition of another enterprise, or a legal merger, be issued by the Fugro subsidiaries Fugro Consultants
or the acquisition of a participating interest or the International N.V. and Fugro Financial International N.V.
expansion thereof, in respect of which the Board of to Stichting Continuïteit Fugro (see page 97).
Management with the approval of the Supervisory
Board by an irrevocable resolution has wholly or The primary aim of the protective measures is to
partially lifted the restrictions limiting the transfer safeguard Fugro’s independence in relation to its clients.
or issue of ordinary shares, to which lifting of
restrictions conditions may be attached
Fugro Trust Office (‘Trust Office’) Generally speaking a certificate holder’s notification to
Only (non-voting) certificates of shares are listed and attend a General Meeting of shareholders will be treated
traded on NYSE Euronext Amsterdam. These as a request to the Trust Office to grant a proxy to vote in
exchangeable certificates are issued by the Trust Office respect of the number of (underlying) shares for which
and the Board of the Trust Office exercises the voting certificates have been issued to the holder.
rights on the underlying shares in such manner that
the interests of Fugro and its enterprise, as well as the Stichting Beschermingspreferente aandelen
interests of all stakeholders, are safeguarded as best Fugro (‘Foundation Protective Preference
possible. The Board of the Trust Office operates Shares’)
completely independent of Fugro. For the composition The objects of Foundation Protective Preference Shares
of the Board of the Trust Office see page 204. are to attend to Fugro’s interests and of Fugro’s businesses
as well as the businesses of the entities that form part of
Holders of certificates (and their authorised proxies): the Group, in such way that Fugro’s interests and the
■ may, after timely written notification, attend interests of the relevant businesses as well as the interests
and speak at shareholders’ meetings of all parties involved, are safeguarded to the extent
■ are entitled to request from the Trust Office possible, and that Fugro and the relevant businesses are
a proxy to exercise the voting rights on the defended to the extent possible against factors that could
(underlying) shares corresponding to their negatively affect the independence and/or continuity
certificates. The Trust Office may solely limit, and/or identity of Fugro and the relevant businesses, as
exclude or revoke this proxy if: well as all activities which are incidental to or which may
■ a public offer has been announced or made on be conducive to any of the foregoing. The Foundation
the (certificates of) shares of Fugro or if a aims to achieve its objects independent from Fugro, by
justifiable expectation prevails that such an acquiring protective preference shares and by exercising
offer shall be made, without agreement thereon the rights attached to such shares. Fugro has entered into
having necessarily been reached with Fugro a call option agreement with the Foundation pursuant to
■ a holder of certificates or a number of holders of which the Foundation was granted the right to acquire
certificates, in accordance with an agreement cumulative preference protective shares in Fugro’s share
between and among them to co-operate, capital, each share with a nominal value of EUR 0.05,
together or not, with subsidiaries, acquire at up to an amount to be determined by the Foundation
least 25% of the issued capital of Fugro; or up to a maximum equal to 100% minus 1 share of the
■ in the opinion of the Trust Office, the exercise aggregate nominal value of ordinary shares and
of voting rights by a holder of certificates preference financing shares in Fugro that are held by
constitutes a real conflict of interests with third parties at the time the right to acquire preference
those of Fugro protective shares is exercised by the Foundation.
■ may, provided they are natural persons and they By entering into the option agreement, the Foundation
have not entered into an agreement between and is in a position to achieve its objects – i.e. safeguarding
among them to co-operate, exchange their the company and its businesses – autonomously,
certificates for ordinary shares entitled to vote up independently and effectively should the occasion occur.
to a maximum of 1% of the issued share capital of The Board of Foundation Protective Preference Shares
Fugro per shareholder. operates completely independent of Fugro. For the
composition of the Board of the Foundation see page 204.
This severance compensation is also applicable when the ■ the information concerning the disclosure of the
termination is justified by such change of circumstances information required by the Decree on Section
that the members of the Board of Management cannot 10 EU Takeover Directive, as required by section 3b
reasonably be expected to continue the performance of of the Decree, may be found in the chapter on
their function/services as a statutory director of Fugro. ‘Corporate Governance’.
This may be the case, for example, if Fugro is liquidated,
is merged with or taken over by a third party, is subject This corporate governance statement is also available
to an important reorganisation or to a major change of on Fugro’s website.
policy.
Financial calendar
Fugro’s Investor Relations policy is aimed at providing In 2013, Fugro hosted Capital Markets Days in September
timely, full and consistent information to existing and relating to the strategic update. Roadshows in London
potential shareholders, other capital providers and its and Houston are held twice a year, amongst others in the
intermediaries. Fugro wants to enable them to develop United States, the United Kingdom, The Netherlands and
a clear understanding of its strategy, activities, historical Germany. Together with further individual personal
performance and outlook for the future. contacts with investors and analysts this results annually
in around 250 ‘one-on-one’-meetings, presentations and
Fugro offers comprehensive information regarding the telephone conferences.
company on its website and through presentations to
and meetings with analysts, investors and media and These activities are carried out in strict accordance with
by means of press releases. Shareholders and certificate the requirements of NYSE Euronext and the Netherlands
holders are able to follow general meetings and analyst Authority for the Financial Markets. Fugro complies
presentations by means of webcasting. The presentations, with all best practice provisions in the Dutch Corporate
posted on the website, are given particularly during Governance Code that concern the relations of a company
the periods March/April and August/September. with its shareholders. Fugro has drawn up a clear
During these presentations Fugro’s strategy and activities disclosure policy detailing how information is provided
are further explained in detail by members of the Board to investors, analysts, financial institutions, the press
of Management. and other stakeholders. For more information, including
press releases, presentations and the policy on bilateral
contacts, please see www.fugro.com.
For more information on share capital, certificates 2009 2010 2011 2012 2013
and the Fugro Trust Office see pages 206 and 207.
Fugro
AEX
Trading information
2013 2012 2011 2010 2009
Luxembourg Other
Belgium
Options are granted in such a way that at any moment Dividend policy
the maximum number of outstanding options to acquire Fugro strives for a pay-out ratio of 35% to 55% of the net
shares in Fugro will not exceed 7.5% of the issued result. Shareholders have a choice between cash or
ordinary share capital (including treasury shares), shares. In case no choice is made, the dividend will be
taking into account the number of shares repurchased paid in shares.
for the option plan. In order to mitigate dilution, it is
Fugro’s policy to purchase own shares to cover the In 2013 about 50% of the shareholders chose to receive
options granted with the result that no new shares the dividend for 2012 in shares (2012: 55%). In 2013,
are issued when options are exercised. 1,728,154 new shares were issued for this purpose.
In 2013 Fugro purchased 3,000,000 shares (2012: In September 2013 Fugro updated its dividend policy.
nil shares) at an average price of EUR 44,39 per share. Starting with the 2013 dividend, Fugro will offset
On 31 December 2013 a total of 3,798,736 own shares dilution resulting from the optional dividend (cash or
were held. These shares are not entitled to dividend and shares). Fugro will buy-back the number of shares issued
there are no voting rights attached to these shares. The as stock dividend and these shares will be cancelled after
exercise of all outstanding options as of 31 December having obtained shareholder approval. This way, the
2013, including the options granted on this date, could – tax advantage for a substantial part of the shareholders
after having used the purchased shares – lead to an related to stock dividend is retained.
increase of the issued share capital by a maximum of 2%.
As stated above it is Fugro’s policy to purchase own
shares to cover the options granted with the result that
no new shares are issued when options are exercised.
Since the 1st of January 2014 a total of 27,700 options
were exercised.
EGM 2013 69 30 99
AGM 2013 62 37 99
AGM 2012 61 38 99
EGM 2011 57 42 99
AGM 2011 57 42 99
* Fugro Trust Office votes on the shares for which certificates have been issued and on which shares the certificate holders do not vote themselves as representative
of the Fugro Trust Office. See page 206 for more information on Fugro Trust Office
** Excluding own shares held by Fugro.
Glossary 210
107
1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
Continuing operations
(5.26) Revenue 2,423,971 2,164,996
(5.29) Third party costs (1,003,441) (793,250)
Net revenue own services (revenue less third party costs) 1,420,530 1,371,746
(5.30) Other income 54,112 14,806
(5.40) Share of profit/(loss) of equity-accounted investees (net of income tax) 4,937 (1,068)
Attributable to:
Owners of the Company 428,303 289,745
Non-controlling interests (10,377) 9,869
■
Profit for the period 417,926 299,614
The notes on pages 117 to 201 are an integral part of these consolidated financial statements.
108 Financial Statements 2013 FUGRO N.V. ANNUAL REPORT 2013
1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
For the year ended 31 December
Total items that will not be reclassified to profit or loss (5,163) 3,800
Total items that may be reclassified subsequently to profit or loss (169,429) 11,258
Total other comprehensive income for the period (net of tax) (174,592) 15,058
■
Total comprehensive income for the period 243,334 314,672
Attributable to:
Owners of the Company 259,789 305,451
Non-controlling interests (16,455) 9,221
■
Total comprehensive income for the period 243,334 314,672
The other comprehensive income includes defined benefit plan actuarial results of EUR 500 thousand gain
(2012: EUR 1,602 thousand gain) and foreign currency translation differences of foreign operations of
EUR 1,000 thousand loss (2012: EUR 641 thousand gain) relating to the discontinued operations.
1 January
(EUR x 1,000) 2013 2012* 2012*
Assets
(5.36) Property, plant and equipment 1,129,920 1,065,873 1,482,981
(5.37) Intangible assets 1,137,210 1,014,201 1,116,192
(5.40) Investments in equity-accounted investees 52,659 34,707 1,632
(5.41) Other investments 150,604 19,337 59,247
(5.42) Deferred tax assets 49,561 45,221 55,262
■
Total assets 3,630,602 4,169,716 3,861,595
1 January
(EUR x 1,000) 2013 2012* 2012*
Equity
Share capital 4,228 4,143 4,070
Share premium 431,227 431,312 431,385
Other Reserves (447,888) (164,565) (210,809)
Retained earnings 1,609,101 1,396,094 1,143,544
Unappropriated result 428,303 289,745 287,595
Liabilities
(5.49) Loans and borrowings 689,023 1,166,734 1,215,173
(5.50) Employee benefits 95,003 89,757 98,320
(5.51) Provisions 225 1,165 4,215
(5.42) Deferred tax liabilities 38,231 18,130 13,683
The notes on pages 117 to 201 are an integral part of these consolidated financial statements.
Non-
Trans- Reserve Unappro- con-
Share Share lation Hedging for own Retained priated trolling Total
capital premium reserve reserve shares earnings result Total interest equity
Balance at 1 January 2013 4,143 431,312 5,697 (1,704) (168,558) 1,396,094 289,745 1,956,729 21,640 1,978,369
Total comprehensive income
for the period:
Profit or (loss) 428,303 428,303 (10,377) 417,926
Non-
Trans- Reserve Unappro- con-
Share Share lation Hedging for own Retained priated trolling Total
capital premium reserve reserve shares earnings result Total interest equity
■
Balance at 31 December 2013 4,228 431,227 (158,185) (1,078) (288,625) 1,609,101 428,303 2,024,971 85,947 2,110,918
The notes on pages 117 to 201 are an integral part of these consolidated financial statements.
Balance at 1 January 2012 4,070 431,385 (5,083) (2,477) (203,249) 1,143,544 287,595 1,655,785 18,349 1,674,134
Total comprehensive income
for the period:
Profit or (loss) 289,745 289,745 9,869 299,614
■
Balance at 31 December 2012* 4,143 431,312 5,697 (1,704) (168,558) 1,396,094 289,745 1,956,729 21,640 1,978,369
The notes on pages 117 to 201 are an integral part of these consolidated financial statements.
114 Financial Statements 2013 FUGRO N.V. ANNUAL REPORT 2013
4 CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December
Operating cash flows before changes in working capital and provisions 601,331 642,344
Change in inventories (36,569) (48,097)
Change in trade and other receivables (185,403) 32,256
Change in trade and other payables 84,339 (20,146)
Change in provisions and employee benefits 2,223 5,223
The notes on pages 117 to 201 are an integral part of these consolidated financial statements.
5.1 General
Fugro N.V., hereinafter to be referred to as ‘Fugro’ or ‘the Company’, has its corporate seat in The Netherlands. The address
of the Company’s principal office is Veurse Achterweg 10, 2264 SG, Leidschendam, the Netherlands. The consolidated
financial statements of Fugro as at and for the year ended 31 December 2013 include Fugro and its subsidiaries (together
referred to as the ‘Group’) and the Group’s interests in equity-accounted investees. A summary of the main subsidiaries is
included in chapter 6.
On 6 March 2014 the Board of Management and Supervisory Board authorised the financial statements for issue.
Publication is on 7 March 2014.
The financial statements will be submitted for adoption to the Annual General Meeting on 6 May 2014. The official
language for the financial statements is the English language as approved by the Annual General Meeting on 10 May 2011.
With reference to the Company income statement of Fugro N.V., use has been made of the exemption pursuant to section
2:402 of the Netherlands Civil Code.
The statement of financial position as at 31 December 2012 has been updated to reflect the change in presentation.
A statement of financial position as at 1 January 2012 has been included to reflect the change in presentation on the
opening balance sheet.
The non-cash amortisation of the multi-client has been presented in the past under ‘Expensed inventories’, but is now
separately presented as ‘Amortization multi-client data libraries’ in the consolidated statement of cash flows. Furthermore,
the additions to the multi-client data libraries were previously part of ‘Change in inventories’ in the consolidated statement
of cash flows, but are now presented separately as ‘Additions multi-client data libraries’ as part of cash flows from investing
activities. The changes are shown below:
IAS 19 ‘Employee benefits’, revised (IAS 19R), amends the accounting for employee benefits. The standard replaces the
interest cost on the defined benefit obligation and the expected return on plan assets with a net interest cost based on
the net defined benefit asset or liability and the discount rate, measured at the beginning of the year. There is no change
to determining the discount rate; this continues to reflect the yield on high-quality corporate bonds. The change in
the standard has resulted in an increase of the pension expenses as the discount rate applied to assets is lower than the
expected return on assets. This has no effect on total comprehensive income for the period as the increased charge in
profit or loss is offset by a credit in other comprehensive income.
After effect
Previously Impact IAS19R
stated IAS19R restated
After effect
Previously Impact IAS19R-
stated IAS19R restated
After effect
Previously Impact IAS19R-
stated IAS19R restated
After effect
Previously Impact IAS19R-
stated IAS19R restated
* The defi ned benefit plan actuarial gain (loss) for 2012 includes a gain of EUR 1.6 million relating to discontinued operations.
The amendments to IFRS 7, ‘Financial instruments: Disclosures – Offsetting financial assets and financial liabilities’, focus
on quantitative information about recognised financial instruments that are offset in the statement of financial position,
as well as those recognised financial instruments that are subject to master netting or similar arrangements irrespective
of whether they are offset. Fugro has included the additional disclosures required.
Amendments to IAS 36, ‘Impairment of assets’, on the recoverable amount disclosures for non-financial assets.
This amendment removed certain disclosures of the recoverable amount of CGUs which had been included in IAS 36
by the issue of IFRS 13. The amendment is not mandatory for Fugro until 1 January 2014, however Fugro has decided to
early adopt the amendment as of 1 January 2013.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the result of which forms the basis of making the judgements about the carrying
values of the assets and liabilities that are not readily apparent from other sources. The estimates and the underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised, if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Key sources of estimation uncertainty and references to the notes which include information about assumptions and
estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year
are included in note 5.63.
IFRS 9 Financial Instruments, as issued in 2009 and revised in 2010, is required to be adopted by 2015 under the
presumption that the standard is endorsed by the European Union. The Standard could change the classification or
measurement of financial assets upon adoption; the full impact of the changes in accounting for financial instruments
on Fugro has not been determined yet.
IFRS 10 ‘Consolidated Financial Statements’, IFRS 11 ‘Joint Arrangements’, IFRS 12 ‘Disclosure of Interests in Other
Entities’ and revised standards IAS 27 ‘Separate Financial Statements’ and IAS 28 ‘Investments in Associates and Joint
Ventures’ were issued during 2011 and are required to be adopted, with retrospective effect, by 2014. The standards
reinforce the principles for determining when an investor controls another entity, can amend in certain cases the
accounting for arrangements where an investor has joint control and can introduce changes to certain disclosures.
The changes have been reviewed and have been assessed as to have an insignificant impact on the group.
IFRIC 21, ‘Levies’, sets out the accounting for an obligation to pay a levy that is not income tax. The interpretation
addresses what the obligating event is that gives rise to pay a levy and when should a liability be recognised. The Group
is not currently subjected to significant levies so the impact on the Group is not material. There are no other IFRSs or
IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
The multi-client library remained with Fugro while all multi-client sales and marketing staff transferred to CGG as part
of the transaction. After closing of the transaction Fugro has stopped the further development of the multi-client library
with the exception of prior commitments and potential reprocessing. As part of the transaction, parties have entered into
Share options held by Fugro employees that are transferred to CGG and were exercisable at completion expired after
15 December 2013. The stock options that had not vested at completion of the transaction, are replaced by a CGG phantom
share option plan with the similar terms and conditions as Fugro’s share option plan. If these options are exercised after
vesting, CGG will pay the option holder the difference between Fugro’s opening share price on the day of exercise and the
exercise price of the option.
The Geoscience activities that were sold are reported as ‘discontinued operations’ in the consolidated statement of
comprehensive income. In this statement, the net profit/(loss) from the discontinued operations has been presented on a
separate line ‘profit for the period from discontinued operations’. The consolidated statement of cash flow includes separate
cash flows and cash balances of the discontinued operations. More details of the discontinued operations are presented in
note 5.46.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss. The consideration
transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group
incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is
classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to
the fair value of the contingent consideration are recognised in profit or loss.
When share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s
employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement
awards is included in measuring the consideration transferred in the business combination. This determination is based on
the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and the
extent to which the replacement awards relate to past and/or future service.
Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the
previous subsidiary, it is accounted for as an equity-accounted investee or as an available for sale financial asset depending
on the level of influence retained.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the respective
functional currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the
difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest
and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the
year.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies
that are measured at fair value are retranslated to the functional currency at foreign exchange rates effective at the date
the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except
for differences arising on the retranslation of available-for-sale financial assets and equity-accounted investees, a financial
liability designated as a hedge of the net investment in a foreign operation that is effective, or qualifying cash flow hedges,
which are recognised in other comprehensive income.
A summary of the main currency exchange rates applied in the year under review and the preceding years reads as follows:
USD USD GBP GBP NOK NOK AUD AUD
at year-end average at year-end average at year-end average at year-end average
Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency
translation reserve for foreign operations (Translation reserve) in equity. However, if the operation is a non-wholly-owned
subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.
When a foreign operation is disposed of, such that control, significant influence or joint control is lost, the cumulative
amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss
on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while
retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. If the
Group disposes of only part of its investment in an equity-accounted investee that includes a foreign operation while
retaining significant influence or joint control, the relevant proportion of the cumulative amount in the translation reserve
is reclassified to profit or loss.
If the settlement of a monetary item, receivable from or payable to a foreign operation, is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a
net investment in a foreign operation and are recognised in other comprehensive income, and presented in the Translation
reserve in equity.
Foreign currency differences arising on the (re-)translation of a financial liability designated as a hedge of a net investment
in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective, and are
presented within equity in the Translation reserve. To the extent that the hedge is ineffective, such differences are
recognised in profit or loss. When the hedged net investment is disposed of, the relevant amount in the Translation reserve
is transferred to profit or loss as part of the profit or loss on disposal.
The fair value of customer relationships acquired in a business combination is determined using the multi-period excess
earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of
creating the related cash flows. The fair value of other intangible assets is based on the discounted cash flows expected
to be derived from the use and eventual sale of the assets.
The fair value of interest rate swaps is based on broker quotes. Those quotes are tested for reasonableness by discounting
estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar
instrument at the measurement date. Fair values reflect the credit risk of the instrument and include adjustments to take
account of the credit risk of the Group entity and counterparty when appropriate.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers
the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred. Any interest in transferred fi nancial assets that is created
or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise
the asset and settle the liability simultaneously.
Loans and receivables comprise cash and cash equivalents and trade and other receivables. Cash and cash equivalents
comprise cash balances and call deposits with original maturities of three months or less.
Financial liabilities and assets are offset and the net amount presented in the statement of financial position when,
and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise
the asset and settle the liability simultaneously.
Other financial liabilities are recognised initially at fair value net off any directly attributable transaction costs. Subsequent
to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.
Other financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables. Reference is
made to note 5.45 Cash and cash equivalents and note 5.52 Trade and other payables.
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics
and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same
terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured
at fair value through profit or loss.
On initial designation of the derivative as the hedging instrument, the Group formally documents the relationship between
the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge
transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging
relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing
basis, of whether the hedging instruments are expected to be ‘highly effective’ in offsetting the changes in the fair value or
cash flows of the respective hedged items attributable to the hedged risk, and whether the actual results of each hedge are
within a range of 80-125%. For a cash flow hedge of a forecast transaction, the transaction should be highly probable to
occur and should present an exposure to variations in cash flows that could ultimately affect reported profit or loss.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred.
Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as
described below.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised,
or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognised in other comprehensive income and presented in the Hedging reserve in equity remains there until the forecast
transaction affects profit or loss. When the hedged item is a non-financial asset, the amount accumulated in equity is
included in the carrying amount of the asset when the asset is recognised. If the forecast transaction is no longer expected
to occur, then the balance in equity is reclassified in profit or loss.
Property, plant and equipment that is being constructed or developed for future use is classified as property, plant and
equipment under construction and stated at cost until construction or development is complete, at which time it is
reclassified as land and buildings, plant and equipment, vessels or other property, plant and equipment. When parts
of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the proceeds from
disposal with the carrying amount of the property, plant and equipment, and is recognised net within ‘other income’
or ‘other expenses’ in profit or loss.
Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to
that asset. Other leases are operating leases and are not recognised in the Group’s statement of financial position.
Lease payments are accounted for as described in accounting policy 5.23.2.
5.8.4 Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed
and if a component has a useful life that is different from the remainder of that asset, that component is depreciated
separately. Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each
component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term
and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.
Category Years
Vessels
Vessels and jack-ups 2 – 25
Other
Dry-docking 3–5
Used plant and machinery 1–2
Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to cash generating units and is
not amortised but is tested for impairment annually or when there is an indication for impairment (refer accounting policy
5.16). In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of
the investment, and any impairment loss is allocated to the carrying amount of the equity-accounted investee as a whole.
At each reporting date, the Group reviews the multi-client data libraries for indications for impairment (also refer to note
5.39) at the relevant level (independent multi-client data libraries or groups of libraries). If and when impairment
conditions have been identified for independent surveys or groups of surveys, the Group compares the carrying amount to
the recoverable amount, and records an impairment for the amount the carrying amount exceeds the recoverable amount.
Development activities involve a plan or design for the production of new or substantially improved products and
processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and
has sufficient resources to complete development and to use or sell the asset. The capitalised expenditure includes the
cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use,
and capitalised borrowing costs. Other development expenditure is recognised in profit or loss as incurred. Capitalised
development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses
(refer accounting policy 5.16).
5.9.6 Amortisation
Amortisation is based on the cost of an asset less its residual value. Amortisation is recognised in profit or loss on a
straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and
intangibles assets with an indefinite life are systematically tested for impairment annually or when there is an indication
for impairment (refer accounting policy 5.16). Other intangible assets and software are amortised from the date they are
available for use. The estimated useful life of software and other capitalised development costs is, in general, five years.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
For multi-client data libraries amortisation takes into account the pattern in which the libraries future economic benefits
are expected to be consumed by the entity. Fugro uses an amortization model that includes the following:
■ straight line amortisation (3 years for 2D data sets, for 3D data sets a minimum annual reduction of 20% of the
carrying value commencing after the ready for sale date);
■ sales related amortisation (75% for 2D data sets, 50%-90% for 3D data sets).
Seismic data multi-client projects are classified into the same category when they are located in the same area with the
same estimated sales ratio.
As it is expected that sales lead to a lower carrying amount of the multi-client data libraries, these expected decreases in
value are taken into account at the moment of sale throughout the financial year. The costs of each sale of data are based
on a percentage of the total costs to the estimated total sales revenue (sales ratio). This sales ratio is based on historical
patterns and depending on the category of data, we use a sales ratio amortisation between 50-90% corresponding with the
total estimated costs over total estimated sales.
Financial assets designated at fair value through profit or loss comprise equity securities that otherwise would have been
classified as available for sale.
5.12 Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in
first-out principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and
other costs incurred in bringing them to their existing location and condition. Net realisable value of inventories is the
estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
5.15 Assets of disposal group classified as held for sale and discontinued operations
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily
through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held
for sale, the assets, or components of a disposal group, are remeasured in accordance with the Group’s accounting policies.
Thereafter generally the assets, or disposal group, are measured at the lower of their carrying amount and fair value less
cost to sell. Any impairment loss on a disposal group first is allocated to goodwill, and then to remaining assets and
liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee
benefit assets, and investment property, which continue to be measured in accordance with the Group’s accounting
policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are
recognised in profit or loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated
and any equity-accounted investees are no longer equity-accounted.
A discontinued operation is a component of the Group’s business, the operation and cash flows of which can be clearly
distinguished from the rest of the Group and which:
■ Represents a separate major line of business or geographical area of operations
■ Is part of a single coordinated plan to dispose of a separate major line of business of geographical area of operations; or
■ Is a subsidiary acquired exclusive with a view to resale.
Classification as a discontinued operation occurs on disposal or when the operation meets the criteria to be classified
as held for sale, if earlier. When an operation is classified as a discontinued operation, the Comparative Statement of
Comprehensive Income has been re-presented as if the operation had been discontinued from the start of the comparative
year.
5.16 Impairment
5.16.1 Non-derivative financial assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether
there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event
has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future
cash flows of that asset that can be estimated reliably.
The Group considers evidence of impairment for receivables at both a specific asset and collective level. All individually
significant receivables are assessed for specific impairment. All individually significant receivables found not to be
specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified.
Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables
with similar risk characteristics. In assessing collective impairment the Group uses historical trends of the probability of
default, the timing of recoveries and the amount of loss incurred, adjusted for management’s judgement as to whether
current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by
historical trends.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between
its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective
interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on
the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes
the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Changes in impairment provisions attributable to application of the effective interest method are reflected as a component
of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and
the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then
the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. Any subsequent recovery in
the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less
costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or
cash-generating unit. For the purpose of impairment testing, assets that cannot be tested individually are grouped together
into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or cash-generating unit. Subject to an operating segment ceiling test, for the purposes of goodwill
impairment testing, CGUs to which goodwill has been allocated, are aggregated so that the level at which impairment
testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill
acquired in a business combination is allocated to groups of cash generating units that are expected to benefit from the
synergies of the combination.
The Group’s corporate assets do not generate separate cash inflows and are utilised by more than one cash-generating unit.
Corporate assets are allocated to cash-generating units on a reasonable and consistent basis and tested for impairment as
part of the testing of the cash generating units to which the corporate asset is allocated.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in
prior periods are reviewed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
5.17.3 Dividends
Dividends are recognised as a liability in the period in which they are declared.
When the benefits of a plan are changed or when a plan is curtailed, then resulting change in benefit that relates to past
service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses
on the settlement of a defined benefit plan when the settlement occurs.
5.20 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. The unwinding of the
discount is recognised as finance cost.
5.20.1 Restructuring
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and
the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.
5.22 Revenue
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services rendered
in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, rebates and discounts and after
eliminating sales within the Group.
The Group recognises revenue when persuasive evidence exists, usually in the form of an executed sales agreement,
the amount of revenue can be measured reliably, it is probable that future economic benefits will flow to the entity and
when specific criteria have been met for each of the Group’s activities as described below. The Group bases its estimates
on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each
arrangement.
Revenue from sales of goods of seismic data, software licences and subscription income do not qualify as a significant
category of revenue as referred to in IAS 18.35 (b); however for completeness sake the relating revenue recognition policies
are set out in 5.22.2, 5.22.3 and 5.22.4.
5.22.5 Net revenue own service (revenue less third party costs)
Net revenue own service comprises all revenue minus costs incurred with third parties related to the employment of
resources (in addition to the resources deployed by the Group) and other third party cost such as charter-lease costs and
other cost required for the execution of various projects.
5.23 Expenses
5.23.1 Third party costs
Third party costs are matched with related revenues on contracts and accounted for on a historical cost basis.
When assets are leased out under a finance lease, the present value of the lease payments is recognised as a receivable.
The difference between the gross receivable and the present value of the receivable is recognised as unearned finance
income.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Minimum lease payments made under fi nance leases are apportioned between the finance expense and the reduction of
the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant
periodic rate of interest on the remaining balance of the liability.
Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend
income, gains on the disposal of available-for-sale financial assets, fair value gains on financial assets at fair value through
profit or loss, gains on the re-measurement to fair value of any pre-existing interest in an acquiree, and gains on hedging
instruments that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues, using the
effective interest method. Dividend income is recognised in profit or loss on the date the Group’s right to receive payment
is established, which in the case of quoted shares is normally the ex-dividend date.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are
recognised in profit or loss using the effective interest method.
Foreign currency gains and losses are reported on a net basis as either finance income or finance cost depending on
whether foreign currency movements are in a net gain or net loss position.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: taxable
temporary differences arising on the initial recognition of goodwill; temporary differences on the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit
or loss; and temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it
is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected
to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively
enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets
and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that
it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay
the related dividend.
Inter-segment pricing is determined on an arm’s length basis. Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the
total cost incurred during the year to acquire property, plant and equipment, and intangible assets other than goodwill.
The segments are managed on a worldwide basis, and operate in five principal geographical areas: Europe, Africa, Middle
East/India, Asia Pacific and the Americas. In presenting information on the basis of geographical areas, segment revenue is
based on the geographical location of operating companies. The allocation of segment assets is based on the geographical
location of the operating company using the assets.
Information regarding the results of each reportable segment is included below. Performance is measured based on
segment profit before income tax, as included in the internal management reports that are reviewed by the Group’s
Executive Committee. Segment profit is used to measure performance as management believes that such information is the
most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
Fugro decided to allocate all other corporate expenses and finance income to the reportable segment profit (or loss) before
income tax of the respective operating segments pro-rate based on net revenue. Assets that are used by more than one
The following summary describes the operations in each of the Group’s reportable segments:
Geotechnical
The Geotechnical division investigates the engineering properties and geological characteristics of near-surface soils and
rocks using (in-house developed) proprietary technologies, advises on foundation design, provides construction materials
testing, pavement assessment and installation support services. Geoconsulting services provide integrated geophysical,
engineering geology and engineering analysis to solve engineering problems or to provide solutions for our clients and
their projects. These services support clients’ projects worldwide in the onshore, near shore and offshore environments,
including deep water. Typical projects include support of infrastructure development and maintenance, large construction
projects, flood protection and support of the design and installation of oil and gas facilities and wind farms.
Survey
The Survey division provides a range of services in support of the oil and gas industry, renewable energy, commercial and
civil industries, as well as governments and other organisations. It encompasses numerous offshore activities as well as
on shore geospatial activities. It also manages global positioning systems that support these and other Group activities.
Offshore services include geophysical investigations for geohazards, pipeline and cable routes, inspection and construction
support services, hydrographic charting and meteorological and oceanographic studies. Geospatial services concentrate
on land survey and aerial and satellite mapping services for a wide range of clients. Fugro’s global positioning system
(which augments GPS and Glonass signals to provide precise positioning globally) is used for the foregoing services,
but is also provided on a subscription basis to clients in the oil and gas and shipping industries.
Subsea Services
The Subsea Services division provides underwater support services to the oil and gas, marine construction and renewable
energy industries. It operates a modern fleet of Remotely Operated Vehicles (ROVs) ranging from light inspection to
heavy work class units, as well as ROV support vessels and dive support vessels providing services in water depths to
over 3,000 metres. These activities are provided throughout the life of oil and gas fields and range from ROV support
during exploration drilling, to field development, installation and construction support, long term Inspection Repair and
Maintenance (IRM) of Subsea Services assets during production and through to assistance in the final decommissioning of
those assets. The Fugro Subsea Services division also provides tooling and engineering services to enable the design and
build of purpose-built tools and interfaces for ROV-based activities. ROV inspection services are augmented by air- and
saturation-diving capabilities.
Geoscience
The Geoscience division provides services and products to acquire geophysical data that are used for the exploration,
appraisal, development and production of offshore natural resources. The data sets are collected on or close to the seabed
from shallow to ultra deep water. Multi-component seismic, time-lapse seismic, gravity and electromagnetic methods
are supported. These activities are carried out in the Seabed Geosolutions joint venture with CGG. Fugro has a 60%
(controlling) stake in this joint venture and is therefore fully consolidated. Clients are predominantly oil and gas
companies. The Geoscience division owns and sells data from a large, geographically diverse 2D and 3D marine streamer
seismic multi-cIient data library.
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Segment revenue 749,374 783,519 966,191 891,027 638,381 592,966 341,896 889,177 2,695,842 3,156,689
Of which inter-segment revenue 46,838 60,762 66,312 55,801 64,492 38,704 - 48,736 177,642 204,003
Revenue 702,536 722,757 899,879 835,226 573,889 554,262 341,896 840,441 2,518,200 2,952,686
Segment result 142,083 136,441 226,248 240,540 66,100 25,235 26,248 244,086* 460,679 646,302
Depreciation (43,386) (45,635) (59,031) (55,394) (52,835) (48,953) (23,785) (71,779) (179,037) (221,761)
Amortisation software and other
intangible assets (981) (1,180) (1,047) (642) (347) (41) (9,007) (7,789) (11,382) (9,652)
Result from operating activities
(EBIT) 97,716 89,626 166,170 184,504 12,918 (23,759) (6,544) 164,518 270,260 414,889
EBIT in % of revenue 13.9 12.4 18.5 22.1 2.3 (4.3) (1.9) 19.6 10.7 14.1
Finance income 19,508 (965) 26,263 1,626 15,453 1,179 11,642 12,356 72,866 14,196
Finance expense (17,085) (1,686) (19,687) 3,725 (26,163) (11,746) (20,935) (40,301) (83,870) (50,008)
Share of profit of equity-accounted
investees (184) (1,130) 2,747 119 156 79 2,218 8 4,937 (924)
■
Profit for the period 85,085 77,245 137,719 157,334 6,060 (26,823) (16,022) 91,858 417,926 299,614
Capital employed 653,396 581,745 669,936 592,072 585,901 583,915 1,194,229 1,381,793 3,103,462 3,139,525
Reportable segment assets 881,290 805,105 981,441 916,068 701,345 733,012 1,066,526 1,715,531 3,630,602 4,169,716
Reportable segment liabilities 385,370 447,703 401,231 315,742 302,051 357,844 431,032 1,070,058 1,519,684 2,191,347
Capital expenditure, property, plant
and equipment 69,304 66,977 86,111 114,543 77,697 88,111 22,035 25,913 255,147 295,544
Capital expenditure software and
other intangible assets 312 179 580 471 72 (537) 9,672 89,582 10,636 89,695
Additions multi-client data libraries - - - - - - 48,327 259,648 48,327 259,648
Movement in other investments 424 - (115) (1,256) 345 (4,292) 120,872 (47,317) 121,526 (52,865)
* The segment result includes an impairment loss of EUR 7 million in respect of the multi-client data libraries in 2012.
Reportable segment profit (or loss) before income tax (12,839) 48,917 (780) 87,664 (13,619) 136,581
Income tax (2,172) (15,269) (231) (29,454) (2,403) (44,723)
■
Profit for the period (15,011) 33,648 (1,011) 58,210 (16,022) 91,858
* Consistent with last year, the revenue of the multi-client data libraries forms part of the discontinued operations until 31 January 2013, as the revenue generating capacity
(by means of the seismic and the related sales force) has been transferred to CGG. The multi-client data library remains with Fugro. In 2013, Fugro presented the revenues of
the multi-client data libraries until 31 January 2013 of EUR 13.2 million (1 January 2012 through 31 December 2012: EUR 235 million) as part of the discontinued operations
within the Geoscience segment. As from 31 January 2013, Fugro operates under a different model, whereby the sales are performed by third parties (CGG and TGS),
but whereby Fugro remains the principal seller. The revenue of the multi-client as from 31 January 2013, forms part of the continued operations and amounts to EUR 115.8
million. In 2013, the total revenue of multi-client amounts to EUR 129 million in 2013.
** The segment result includes an impairment loss of EUR 7 million in respect of the multi-client data libraries in 2012.
Geographical areas
(EUR x 1,000) Europe Africa Middle East/India Asia Pacific Americas Total
2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012
Revenue from
external customers 1,140,933 1,018,624 51,468 41,277 190,473 185,506 510,875 426,232 530,222 493,357 2,423,971 2,164,996
Non-current assets 1,394,473 1,102,512 12,773 11,305 68,818 38,936 523,100 515,059 520,790 511,527 2,519,954 2,179,339
Revenues
Total revenue for reportable segments 2,695,842 3,156,689
Elimination of inter-segment revenue (from continuing operations) (177,642) (156,112)
Revenue from Geoscience (discontinued including inter-segment revenue) (94,229) (835,581)
■
Consolidated revenue (from continuing operations) 2,423,971 2,164,996
Profit or loss
Total profit (or loss) for reportable segments before income tax 264,193 378,153
(Profit)/loss from discontinued operations before income tax 780 (87,664)
■
Consolidated profit before income tax (from continuing operations) 264,973 290,489
Assets
Total assets for reportable segments 3,630,602 4,169,716
■
Consolidated assets 3,630,602 4,169,716
Liabilities
Total liabilities for reportable segments 1,519,684 2,191,347
■
Consolidated liabilities 1,519,684 2,191,347
5.27.2 Ocean bottom nodes, transition zone, ocean bottom cables, shallow water activities and permanent
reservoir activities (formerly owned by CGG)
Fugro and CGG formed Seabed Geosolutions B.V. (Seabed). This agreement was signed on 16 February 2013. Seabed has
acquired from CGG its ocean bottom nodes (OBN), transition zone, ocean bottom cable (OBC), shallow water activities
(SW) and permanent reservoir activities (PRM).
The OBN/SW/OBC and PRM business acquisition had the following effect on the Group’s assets and liabilities:
Consideration 280.7
Cash (acquired)/disposed of (6.8)
Set off agreement settlement (non-cash) (225.0)
Equity instrument (40% of Fugro’s contribution into Seabed) (55.7)
■
Net cash outflow (6.8)
Seabed Geosolutions B.V. (Seabed) has acquired from CGG its OBN, transition zone, OBC, SW and PRM (together
‘the acquired business’) against a 40% interest in Seabed Geosolutions B.V. and EUR 225 million by a set off agreement.
Seabed provides a broad range of solutions designed to provide a clearer, more accurate picture of hydrocarbon prospects,
reservoir characteristics and potential geo-hazards. From operational preparation and planning, through the deployment
and recovery of ocean bottom cables and nodes, to the processing and analysis of resultant data, Seabed aims to
By combining the strengths of both Fugro and CGG, Seabed will have an immediate market leading position in seabed
geophysical activities, and will benefit from synergies with Fugro’s subsea activities.
The goodwill from the acquired business of EUR 214.2 million arises from a number of factors such as expected
synergies through combining a highly skilled workforce and obtaining economies of scale with other Fugro activities.
None of the goodwill is expected to be deductible for tax purposes.
At the acquisition date, the fair value of the ordinary shares (of Seabed Geosolutions B.V.) issued as part of the
consideration paid for the CGG businesses amounted to EUR 55.7 million.
The fair value of trade and other receivables is EUR 25.5 million and comprises other receivables only.
The fair value of the acquired identifiable assets is EUR 109.9 million. The deferred tax of EUR 4.4 million has been
provided in relation to these fair value adjustments.
The 40% non-controlling interest in Seabed Geosolutions B.V. of EUR 43.4 million at the acquisition date has been
recognised as a proportion of the fair value of the identifiable net assets acquired.
The acquisition in 2013 contributed EUR 54 million to the revenue of the Group as from 16 February 2013. The total
result of the acquired businesses amounts to EUR 30 million (loss) over the same period. The revenue and result for 2013
would be similar if the acquired business had been consolidated as from 1 January 2013.
Acquisition-related costs of EUR 625 thousand have been charged to other expenses in the consolidated statement of
comprehensive income for the period-end.
The Company acquired 90% of the shares of FAZ Research Ltd (‘FAZ’) on 22 April 2013. The previously hold interest in
FAZ Research Ltd was accounted for using the equity method. FAZ Research Ltd has IP property for developing new optical
measurement and sensing platforms. As FAZ Research Ltd is a start-up company conducting mainly research activities, the
amount of revenue is limited. FAZ conducts services generally for all four divisions.
Fugro acquired 100% of the shares of DCN Global LLC (‘DCN Global’) on 1 July 2013, a company specialised in subsea
engineering and diving services to the offshore civil and oil & gas industry, primarily in the Middle East. DCN Global forms
part of the Subsea Services division.
Fugro has acquired Advanced Geomechanics Pty Ltd in Perth, Australia on 25 November 2013. Advanced Geomechanics is
a consulting company providing highly specialised geotechnical and geophysical engineering and consulting services to
the oil and gas sector. Advanced Geomechanics forms part of the Geotechnical division.
Consideration 41.7
Cash (acquired)/disposed of 0.8
Consideration payable (8.4)
Fair value of equity interest in FAZ held before the business combination (4.9)
■
Net cash outflow 29.2
The other acquisitions have been combined in the table above as none of these individually is considered to be material.
The other acquisitions in 2013 contributed EUR 13.7 million to the revenue of the Group. If these acquisitions had been
effected as from 1 January 2013, the revenue of the group would have been EUR 34.6 million. The acquisition contributed
EUR 1.1 million to the profit of the group in 2013. On a full year basis this would approximately amount to EUR 4.8 million
(positive). In determining these amounts, Fugro has assumed that the fair value adjustments, determined provisionally,
that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2013.
Acquisition-related costs of EUR 520 thousand have been charged to other expenses in the consolidated statement of
comprehensive income for the period-end.
The goodwill from the acquisition is attributable mainly to market share, the skills and technical talent of the acquired
business’ work force, and the synergies expected to be achieved from integrating the companies into the Group’s existing
business. None of the goodwill recognised is expected to deductible for income tax purposes.
The fair value of the assets and liabilities of prior year acquisitions has not changed materially following the finalisation of
the purchase price allocation procedures.
The Board of Management and the Supervisory Board decide annually on the granting of options. Options are granted
annually on 31 December and the option exercise price is equal to the price of the certificates of shares at the closing of
NYSE Euronext Amsterdam on the last trading day of the year. The costs of the options are recognised in profit or loss over
the related period of employment (four years).
The outstanding options as at 31 December 2013 have an exercise price ranging from EUR 20.485 to EUR 61.50.
The average remaining term of the options is four years (2012: four years). The movement during the year of options and
the average exercise price is as follows:
2013 2012
Weighted Weighted
average average
exercise Number of exercise Number of
price (EUR) options price (EUR) options
The valuation of the share options is determined by using a binomial model. Concerning early departure, different
percentages for different categories of staff are used: Board of Management 0% and other management 6%. The expected
behaviour for exercising the options by the Board of Management is estimated until the end of the exercise period and for
the other group with a multiple of 3. Expected volatility is estimated by considering historic average share price volatility.
2013 2012
Average number of employees during the year 928 11,581 12,509 895 11,066 11,961
The number of employees as included in the table above reflects the continuing business. The comparative numbers have
been adjusted accordingly. The number of employees who are part of the discontinued operations is nil (2012: 2,430).
274,061 226,647
Other expenses include amongst others professional services, training costs, miscellaneous charges, bad debt provision
and sundry costs.
Audit fees, presented under other expenses, as charged by KPMG are disclosed in note 9.13.
(169,960) 10,132
Net change in fair value of cash flow hedges transferred to profit or loss 626 773
Net change in fair value of available-for-sale financial assets (95) 353
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Total (169,429) 11,258
Recognised in:
Hedging reserve 626 773
Translation reserve (163,882) 10,780
Retained earnings (95) 353
Non-controlling interests (6,078) (648)
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Total (169,429) 11,258
45,299 62,749
5,821 (13,664)
Income tax using the weighted domestic average tax rates 24.9 65,937 21.5 62,427
Recognition of previously unrecognised temporary differences (1.0) (2,643) - -
Change in tax rate 0.7 1,738 0.3 871
Recognition of previously unrecognised tax losses (2.7) (7,057) (21,1) (61,212)
Recognition of previously unrecognised deferred tax liabilities - - 19.4 56,218
Non-deductible expenses 1.4 3,662 1.3 3,681
Tax exempt income (4.4) (11,664) (1.8) (5,202)
Effect of utilisation previously unrecognised tax losses (0.1) (334) (0.4) (1,040)
Adjustments for prior years (deferred) 0.3 929 0.5 1,529
Adjustments for prior years (current) 0.2 552 (2.8) (8,187)
■
19.3 51,120 16.9 49,085
* Restated.
Adjustments for prior years relate to settlement of outstanding tax returns of several years offset by release of tax accruals
and various fiscal tax entities as well as the recognition of tax liabilities for fiscal positions taken that are currently being
challenged or probably will be challenged by tax authorities.
Tax Tax
(expense)/ (expense)/
Before tax benefit Net of tax Before tax benefit Net of tax
Defined benefit plan actuarial gains (losses) (3,716) (1,447) (5,163) 6,188 (2,388) 3,800
Net change in fair value of cash flow hedges
transferred to profit or loss 835 (209) 626 1,031 (258) 773
Net change in fair value of hedge of net
investment in foreign operations 26,805 - 26,805 6,235 – 6,235
Share-based payment transactions 12,637 469 13,106 33,024 1,667 34,691
Net change in fair value of available-for-sale
financial assets (95) - (95) 353 – 353
Foreign currency translation differences of
foreign operations and equity-accounted
investees (203,029) (4,575) (207,604) 7,090 (3,193) 3,897
■
(166,563) (5,762) (172,325) 53,921 (4,172) 49,749
Fixed assets
Land and Plant and under
buildings equipment Vessels construction Other Total
Cost
Balance at 1 January 2013 182,334 876,166 631,001 161,890 178,562 2,029,953
Acquisitions through business combinations 3,481 61,023 - - 923 65,427
Investments in assets under construction - - - 141,865 - 141,865
Other additions 12,956 69,934 5,375 - 23,210 111,475
Capitalised fi xed assets under construction - 65,177 40,512 (105,689) - -
Reclassification - (18,473) 18,093 - 380 -
Disposals* (666) (58,299) (9,249) 8,387 (13,096) (72,923)
Effects of movement in foreign exchange rates (8,984) (36,207) (29,513) (14,909) (9,575) (99,188)
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Balance at 31 December 2013 189,121 959,321 656,219 191,544 180,404 2,176,609
Carrying amount
At 1 January 2013 121,181 303,997 454,333 161,890 24,472 1,065,873
■
At 31 December 2013 123,521 341,860 445,103 189,375 30,061 1,129,920
* The disposals in property, plant and equipment include non-cash items for an amount of EUR 18 million relating to the disposal of China Off shore Fugro Geosolutions.
See also note 5.40.
Fixed assets
Land and Plant and under
buildings equipment Vessels construction Other Total
Cost
Balance at 1 January 2012 191,486 1,314,632 888,651 92,531 236,096 2,723,396
Adjustments prior period (refer to note 5.28.3) – (8,822) – – – (8,822)
Acquisitions through business combinations 8 2,081 658 – 624 3,371
Investments in assets under construction – – – 178,033 – 178,033
Other additions 10,917 51,913 29,028 – 25,653 117,511
Capitalised fi xed assets under construction – 73,847 21,854 (95,701) – –
Disposals (3,021) (213) (60,958) – (8,777) (72,969)
Effects of movement in foreign exchange rates (831) (1,293) (8,636) (4,582) (1,276) (16,618)
Transfers to assets classified as held for sale (16,225) (555,979) (239,596) (8,391) (73,758) (893,949)
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Balance at 31 December 2012 182,334 876,166 631,001 161,890 178,562 2,029,953
Carrying amount
At 1 January 2012 133,417 522,982 697,020 92,531 37,031 1,482,981
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At 31 December 2012 121,181 303,997 454,333 161,890 24,472 1,065,873
5.36.4 Geoscience
The transfer to assets classified as held for sale represents the positions as per 31 December 2012. The movement in the
table represented the continuing operations.
Multi-client
data
Goodwill libraries Software Other Total
Cost
Balance at 1 January 2013 520,219 1,021,382 40,957 24,647 1,607,205
Acquisitions through business combinations 241,616 - - 27,808 269,424
Purchase of intangible assets - - 4,638 2,094 6,732
Internally developed intangible assets - 48,327 - 3,904 52,231
Disposals - - (15,477) (17,250) (32,727)
Effect of movements in foreign exchange rates (36,389) (105,095) (3,594) (2,000) (147,078)
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Balance at 31 December 2013 725,446 964,614 26,524 39,203 1,755,787
Carrying amount
At 1 January 2013 520,219 458,479 15,009 20,494 1,014,201
■
At 31 December 2013 725,446 366,362 15,948 29,454 1,137,210
The disposals under other intangible assets include a write-off of EUR 17 million relating to a seismic technology
development project and forms part of the gain on the sale of the majority of the Geoscience division. See 5.46.
Multi-client
data
Goodwill libraries Software Other Total
Cost
Balance at 1 January 2012 705,578 804,665 142,657 33,925 1,686,825
Acquisitions through business combinations 23,033 - – 5 23,038
Adjustments prior period 10,550 - – – 10,550
Purchase of intangible assets – - 6,895 62,605 69,500
Internally developed intangible assets – 259,648 20,195 – 279,843
Effect of movements in foreign exchange rates 8,170 16,473 644 472 25,759
Transfers to assets classified as held for sale (227,112) (59,404) (129,434) (72,360) (488,310)
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Balance at 31 December 2012 520,219 1,021,382 40,957 24,647 1,607,205
Carrying amount
At 1 January 2012 705,578 333,806 54,818 21,990 1,116,192
■
At 31 December 2012 520,219 458,479 15,009 20,494 1,014,201
* As from 1 January 2013, Subsea Services is considered as a separate operating and reportable segment and separated from Off shore Survey. Reference is made to 5.26.
The activities in the Geoscience division are carried out by Seabed Geosolutions as from 16 February 2013.
** This includes the goodwill that previously was carried in Fugro’s existing OBN business.
The capitalised goodwill was allocated to the following CGU’s as at 31 December 2012:
Goodwil
(EUR x 1,000) Division 31-12-2012
Total 520,219
The recoverable amounts of the cash-generating units have been determined based on calculations of value in use.
Value in use was determined by discounting the expected future cash flows from the continuing use of the CGU’s.
The calculation of the value in use was based on the following key assumptions:
■ The period for the discounted cash flow calculations is in principle indefinite. However the Group has set the period
at fifty years, subject to periodic evaluation. About 75% of the Group’s activities relate to the oil and gas industry.
The services are in principle of such a nature that our clients use us to help them to explore and extract hydrocarbon
and mineral resources. Industry experts believe that these resources will continue to be available for many decades
and their reports indicate periods between fifty and hundred years
■ Cash flows in the first year of the forecast are based on management’s approved financial budget. For Seabed,
considering the start-up nature of the entity in 2013, the first year of the forecast includes a revenue of around
EUR 300 million contributing an expected cash flow of around EUR 60 million. For alle CGU’s, the 2014 projections
factor in, amongst others, already signed contracts, expected win rates on contracts out for bid, expected crew and
vessel utilisation rates and/or industry developments. Cash flows for the CGU’s beyond the one year financial budget
period, are extrapolated using an estimated long-term growth rate of 3.5%. For individual significant CGU’s the
growth rates are based on an analysis of the long-term market price trends in the oil and gas industry adjusted for
actual experience. Fugro applied for the CGU Seabed a revenue growth rate for 2015 of 20.6% to complete the start-up
phase and for the subsequent years 2016-2018 a growth between 0.8% and 1.5% with a long term growth rate of 2%
after 2018 based on the long term USD inflation rate.
The recoverable amounts for the CGU’s exceed their carrying amounts and as such no impairment losses are recognized.
The recoverable amounts for Subsea Services, Offshore Survey, Offshore Geotechnical and Onshore Geotechnical exceed
the carrying amounts of the CGU’s with significant headroom. Based on sensitivity analysis for Geospatial a 1% increase of
the post-tax discount rate would still not result in an impairment, however a 1% decrease of the growth rate would result
in an impairment of EUR 2 million. As at 31 December 2013 no cumulative impairment losses have been recognised (2012:
none). A 2% increase in the post-tax discount rate or a 2% decrease of the long-term growth rate would still not result in an
impairment for these CGU’s.
Considering the start-up nature of the Seabed business a significant change in the assumptions applied in the value in use
calculation is reasonably possible, which could result in an impairment. The assumptions contain significant forecasted
revenue and cash flow growth for 2014 and 2015 (based on EBITDAs) and a post-tax discount rate of 10.1% (pre-tax rate
of 12.7%). It is noted that the Seabed business focuses on the development and production cycle of oil and gas fields, which
business segment is significantly less volatile than conventional exploration seismic data acquisition. The applied discount
rate for Seabed, which is in line with that of the exploration seismic business, reflects the risk associated with the start-up
nature of the business.
Fugro has analysed the sensitivities of a reasonably possible change on the excess of the expected future discounted cash
flows over the carrying value of the Seabed CGU including goodwill (‘Headroom’), as follows:
Carrying
amount Headroom Scenario on (post tax) discount rate (10.1%) Scenario on cash flow projections
Changes to the assumptions used in the Seabed impairment test for which the recoverable value equals the carrying value
(thus no headroom) are as follows:
Carrying amount
(EUR x million) Scenario on (post tax) Scenario on cash
Headroom discount rate flow projections
Any further decrease above 11.4% of the cash flow projections in 2014 and subsequent years would result in an
impairment.
The carrying value consists of 2D and 3D data sets. 3D data sets constitute more than 91% of the carrying value of the data
libraries as at 31 December 2013 (2012: 89%). Some 90% of the carrying value relates to 3D data which were acquired and
processed after 2009. No data acquired in or before 2009 are significantly valued on the balance sheet as at 31 December 2013.
The geographical split of the carrying value of the data libraries as at 31 December 2013 is as follows:
■ Norway: 30%
■ Australia: 48%
■ Rest of the world: 22%
At each reporting date, the group reviews the multi-client data libraries for indications for impairment at the relevant level
(independent multi-client data libraries and/or groups of libraries). If and when impairment conditions have been
identified the group determines the recoverable amounts of the multi-client data libraries. The recoverable amount is
based on value in use and the determination of the value in use requires significant judgment and is based on amongst
others expected sales cash flows. The group uses sales estimates that are based on the budget plan for next year, sales
prospects and an outlook for the seismic industry.
During 2013 Fugro generated EUR 129 million (2012: EUR 235 million) sales from the seismic libraries. Total straight line
amortisation and additional sales related amortisation amounted to EUR 88 million (2012: EUR 143 million) and was
charged to the income statement as third party costs.
The key assumptions for the determination of the value in use include:
■ estimated sales cash flows by significant library and grouping thereof;
■ a sales cash flow growth percentage of 3.0 % per year;
■ up to a 5-year period in which the data is expected to be marketed; and
■ discount rate of 8.5% (2012: 9.5%).
Changes in assumptions, such as discount rate and in particular the expected sales cash flows, could significantly affect the
value in use and result in an impairment of the data libraries. Management currently expects that on average between
4-5 years of sales are needed to recover the carrying value of the data libraries as at 31 December 2013. Management
acknowledges that the 3D seismic data library in Australia needs to be watched carefully. The 3D seismic data library in
Australia is expected to be recovered through expected sales up to and including year 5, however in the next 1-2 years
there may be a slowdown in exploration activity in the area where the Australian 3D data library is located. Further the
2013 sales forecasts for these Australian multi-client data libraries have not been met due to the market circumstances.
The impairment test for the 3D seismic data library in Australia shows no headroom assuming sales translated in
Australian dollar for 2014 exceed actual 2013 sales by approximately 50%. In addition, the 3D seismic data library in
Australia is sensitive to exchange rate changes between the Australian dollar as compared to the U.S. dollar. A 10%
strengthening of the Australian dollar as compared to the U.S. dollar, with actual sales based on the forecasted U.S. dollar
sales, would result in an impairment of around EUR 10 million.
The Group’s share in realised profit (or loss) in the above mentioned equity-accounted investees amounted to a net gain of
EUR 4,937 thousand in 2013 (2012: EUR 1,068 thousand loss on continued basis). In 2013 and 2012 the Group did not
receive dividends from any of its investments in equity-accounted investees or other investments.
None of the group’s equity-accounted investees are publicly listed entities and consequently they do not have published
price quotations. Not adjusted for the percentage ownership held by the Group, the equity-accounted investees have assets
of EUR 109 million (2012: EUR 60 million), liabilities of EUR 27 million (2012: EUR 6 million), revenues of EUR 45 million
(2012: EUR 11 million) and a net profit of EUR 6 million (2012: loss of EUR 4 million).
La Coste & Romberg-Scintrex USA 11% 19,377 9,277 10,100 18,911 3,393
The Group’s other investments in equity instruments are not listed. A reliable fair value estimate cannot be made.
On 22 January 2013, a loan was agreed with Sonar Tusk Nigeria Limited of EUR 3.5 million. Sonar Tusk shall pay interest
on the principal outstanding amount of 17% yearly. The loans, including interest, shall be repaid, on or before 1 January
2017.
Fugro has a loan due from Wavewalker B.V. for the principal amount of EUR 8.3 million. The loan bears annual interest
of 5%. The loan has to be repaid, including interest, before 30 April 2027.
Property, plant and equipment 9,428 9,052 (31,309) (15,218) (21,881) (6,166)
Intangible assets 526 1,009 (63,318) (74,994) (62,792) (73,985)
Other investments 50 81 - – 50 81
Loans and borrowings - – (2,441) (3,156) (2,441) (3,156)
Employee benefits 20,908 23,054 - – 20,908 23,054
Share based payments 301 – - (134) 301 (134)
Provisions 7,712 1,419 (54) (246) 7,658 1,173
Tax loss carry-forwards 71,117 81,818 - – 71,117 81,818
Exchange rate differences - 837 (271) – (271) 837
Other items - 3,569 (1,319) – (1,319) 3,569
* Restated in connection with the change in presentation of the multi-client data libraries.
The recognised deferred tax assets are dependent on future taxable profits in excess of profits arising from the reversal
of existing taxable temporary differences.
Acquired in Recognised
business Recognised in other
Balance combi- in profit comprehen- Balance
01-01-13 nations or loss sive income 31-12-13
Transfers to Presentation
assets and change Acquired in Recognised
liabilities multi-client business Recognised in other
Balance Balance
Balance classified as data combi- in profit comprehen-
31-12-11 held for sale libraries 01-01-12* nations or loss sive income 31-12-12*
* Restated in connection with the change in presentation of the multi-client data libraries.
Unrecognised deferred tax assets relate to tax units previously suffering losses for which it is currently not probable that
future taxable profit will be available to offset these losses, taking into account fiscal restrictions on the utilisation of loss
compensation.
The deductible temporary differences and capital allowances do not expire under current tax legislation. Deferred tax
assets have not been recognised in respect of these items, because it is not probable that future taxable profit will be
available against which the Group can utilise these benefits.
Reassessment of tax compensation opportunities under applicable tax regulations has resulted in a decrease of
unrecognised deferred tax assets of EUR 1.0 million (2012: EUR 3.7 million increase).
Of the total recognised and unrecognised deferred tax assets in respect of tax losses carried forward an amount of EUR nil
expires in periods varying from two to five years. An amount of EUR 221 thousand expires between five and ten years and
an amount of EUR 79,606 thousand can be offset indefinitely.
Based on forecasted results per tax jurisdiction, management considered it probable that sufficient future taxable profit
will be generated to utilise deferred tax assets depending on taxable profits in excess of the profits arising from the
reversal of existing temporary differences.
In some of the countries where the Group operates, local tax laws provide that gains on disposal of certain assets are tax
exempt, provided that the gains are not distributed. The company does not intend to distribute such gains; therefore no
tax liabilities are recognised in this respect.
5.43 Inventories
In December 2013 EUR 31,551 thousand (2012: EUR 25,089 thousand) of other inventories was recognised as an expense
and EUR 937 thousand (2012: EUR 174 thousand) was written down. The write down is included in third party costs.
Non-trade receivables include VAT receivables, prepayments for insurance and claims, deposits, current portion of long
term receivables and sundry receivables.
Trade receivables are shown net of impairment losses amounting to EUR 36.9 million (2012: EUR 34.7 million) arising
from identified doubtful receivables from customers. Trade receivables were impaired taking into account the financial
position of the debtors, the days outstanding and expected outcome of negotiations and legal proceedings against debtors.
Unbilled revenue on completed projects does not include impairment losses (2012: nil). Non-trade receivables include
among others pre-payments and VAT receivables.
In 2012, the Group entered into a 5-years finance lease agreement for the sale of the Geo Pacific vessel and related seismic
loose equipment. The future minimum lease payments under the contract can be broken down as follows:
Unearned
Total future interest
payments Discounted income
The implicit rate used in calculating the present value of the future minimum lease payments amounts to 6%.
Reference is made to note 5.54 and 5.56 for detailed information on the credit and currency risks, and impairment
losses related to trade receivables.
Unearned
Total future interest
payments Discounted income
The net gain on the sale of the majority of the Geoscience business amounts to EUR 205 million, after the reduction of a tax
expense of EUR 8.5 million.
For the year ended 31 December 2013, an amount of EUR 10.8 million (loss) of translation reserves, related to the
discontinued Geoscience activities, has been recycled to the profit or loss. This result forms part of the gain on the sale of
the majority of the Geoscience business.
Fugro has provided certain indemnities in the sale of the Geoscience activities to CGG for liabilities arising from tax
exposures. The Company has accrued for any indemnity risks where these are expected to result in probable cash outflows.
The gain of EUR 205 million might change due to changes in estimate with respect to accruals recognised for indemnities
provided to CGG. As at 31 December 2013, an amount of EUR 19.5 million has been accrued for relating to tax indemnities
and warranties.
As at 31 December 2012, the assets and liabilities of the disposal group classified as held for sale consisted of
EUR 1,011,870 assets and EUR 201,531 liabilities.
At 31 December 2013 and 31 December 2012 all cash and cash equivalents are freely available to the Group.
2013 2012
On 31 December 2013 the authorised share capital amounts to EUR 16 million (2012: EUR 16 million) divided into 96
million ordinary shares (2012: 96 million), each of EUR 0.05 nominal value and EUR 224 million (2012: EUR 224 million)
various types of preference shares, each of EUR 0.05 nominal value.
On 31 December 2013 the issued share capital amounted to EUR 4,228,626.27. As of this date, 88.1% of the ordinary
shares (84,572,525 shares) were issued. No preference shares have been issued. In 2013 a total number of 1,728,154
certificates of shares were issued by the Fugro Trust Office (2012: 1,451,390). The holders of ordinary shares are entitled
to dividends as approved by the Annual General Meeting from time to time. Furthermore they are entitled to one vote per
share in Fugro’s shareholders meeting. The holders of certificates of shares are entitled to the same dividend but they are
not entitled to voting rights. Under certain conditions the holder of certificates can exchange his certificates into ordinary
shares and vice versa. For more details reference is made to page 94.
The Board of Management proposes a dividend for 2013 of EUR 1.50 (2012: EUR 2.00; including a one-off extra dividend
of EUR 0.50 in connection with the divestment of the majority of the Geoscience business) per (certificate of) share,
to be paid at the option of the holder in cash or in (certificates of) shares. This dividend proposal is currently part of
unappropriated result.
* 2012 dividend per share comprises a regular dividend of EUR 1.50 and a one-off extra dividend of EUR 0.50.
The calculation of basic earnings per share at 31 December 2013 is based on the profit attributable to owners
of the Company from continuing operations of EUR 213,853 thousand (2012: EUR 241,404 thousand) adjusted for the loss
of the non-controlling interest of EUR 10,377 thousand (2012: EUR 9,869 thousand positive) and from discontinued
operations EUR 204,073 thousand (2012: EUR 58,210 thousand) and a weighted average number of shares outstanding
during the year ended 31 December 2013 of 80,907 thousand (2012: 80,241 thousand), calculated as follows:
Nominal
interest Year of Carrying Carrying
Currency rate maturity Face value value Face value value
The interest of the bank loans under the multicurrency revolving facilities is LIBOR, or in relation to any EUR loan
EURIBOR, plus a margin based on Debt/EBITDA margin at each completed half year. As per 28 February 2013, the bank
loans were fully repaid. No amounts were in use as per 31 December 2013.
In August 2011 long-term loans were concluded with twenty-five American and two British institutional investors
for a total amount equivalent to USD 909 million, with maturities of 7, 10 and 12 years and fixed interest rates.
At reporting date all the private placement loans are valued at the closing rate. The currency exchange difference
on the loans between the initial exchange rate and the exchange rate at the reporting date is accounted for in the
Translation reserve. For the year under review the currency exchange differences on the private placement loans
amount to EUR 26,805 thousand positive (2012: EUR 6,235 thousand positive).
(2) Net financial indebtedness (loans and borrowings less net cash) 648,518 1,338,586
Bank guarantees 52,223 69,966
Total 700,741 1,408,552
The Group makes contributions to a number of pension plans, both defined benefit plans as well as defined contribution
plans, that provide pension benefits for employees upon retirement in a number of countries. The retirement age is 65.
The most important plans relate to plans in the Netherlands, United Kingdom, Norway and the United States; details of
which are as follows:
■ In the Netherlands the Group provides for a pension plan based on average salary. This plan qualifies as a defined
benefit scheme. The pension entitlements from this plan are insured with an insurance company that guarantees
the accrued pension entitlements. The group pays additional amounts to fund (part of) the indexation for active
participants. For the deferred pensioners, the scheme includes a (conditional) indexation of pension benefits as far
as the return on the separated investments exceeds the unwinding of interest
■ In the United Kingdom (UK) the Group operates under two defined benefit pension schemes considering either
a guaranteed minimum pension or a maximum lump sum entitlement. The pension schemes have been closed in
previous years for new participants, but include the on-going obligations to their members (both former and present
employees). The pension scheme assets are held in separate Trustee-administered funds. The scheme includes
indexation in line with RPI
■ In Norway a defined benefit pension plan exists that, combined with the available State pension plan, leads to a
pension at the age of 67. The entitlements are insured with an insurance company
■ In the United States of America the Group operates a 401K plan for its employees. The Group contributes towards
the deposits of its employees in accordance with agreed rules and taking into account the regulations of the IRS,
the US tax authority. This plan qualifies as a defined contribution plan.
21,377 21,237
Remeasurements:
(Gain)/loss from change in demographic assumptions 671 1,747
(Gain)/loss from change in financial assumptions (3,171) 10,076
Experience (gains)/losses 4,402 (1,879)
1,902 9,944
Remeasurement:
Return on plan assets, excluding amounts included in interest income (1,814) 12,559
21,999 21,887
Interest income (9,989) (10,516)
■
12,010 11,371
The expenses are recognised in the following line items in the statement of comprehensive income:
Refer to note 5.35 with respect to the income tax impact on the actuarial loss of EUR 3,716 thousand loss (2012:
EUR 2,615 thousand gain).
Actuarial assumptions
Principal actuarial assumptions at the reporting date (expressed as a range of weighted averages):
2013 2012
4.35% –
Discount rate at 31 December 4.5% 4.0% 3.5% 4.60% 3.9% 3.3%
Future salary increases 3.0% 3.6% 2.0% 2.60% 3.5% 2.0%
Medical cost trend rate n/a n/a n/a n/a n/a n/a
2.60% –
Future pension increases 2.9% 3.3% 1.0% 3.00% 3.25% 1.0%
Assumptions regarding future mortality are based on published statistics and mortality tables:
Netherlands: Generation table 2012-2062 for men and women, an age correction of (– 1: – 1) is applied.
United Kingdom: Base table 90% of S1NXA tables or SAPS and CMI 2013 1% long term + 1 year for future mortality
improvements.
Norway: K2013BE.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant, so that
interdependencies between the assumptions are excluded.
Historical information
(EUR x 1,000) 2013 2012 2011 2010 2009
Present value of the defined obligation 352,301 337,999 329,428 272,497 244,362
Fair value of plan assets 268,451 259,454 243,220 207,978 179,643
■
Deficit in the plan (83,850) (78,545) (86,208) (64,519) (64,719)
Experience adjustments arising on plan liabilities (4,403) 1,879 10,910 1,418 1,269
Experience adjustments arising on plan assets (1,814) 12,559 10,840 7,066 14,603
Through its defined benefit pension plans, the Group is exposed to a number of risks. Most of these risks come with the
nature of a defined benefit plan, and are therefore not country specific. The most significant risks are detailed below:
Asset volatility
The plan liabilities are calculated using a discount rate set with reference to AA credit-rated corporate bond yields; if plan
assets underperform this yield, the deficits will increase. The UK plans hold a significant proportion of equities, which are
expected to outperform corporate bonds in the long-term while providing volatility and risk in the short-term.
Inflation risk
Some of the group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities (although,
in most cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation).
The majority of the plan’s assets are either unaffected by (fi xed interest bonds) or loosely correlated with (equities)
inflation, meaning that an increase in inflation will also increase the deficit.
Life expectancy
The majority of the plans’ obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the plans’ liabilities. This is particularly significant in the UK plan, where inflationary increases
result in higher sensitivity to changes in life expectancy. This risk is limited in the Netherlands and Norway where the
insurer guarantees the payment of the accrued benefits.
In the Netherlands the company has taken out an insurance contract to cover the pension plan. The insurance company
guarantees all accrued entitlements. The insurance contract includes a separate account in which 80% of the investments
are used to match the liability on a funding basis and 20% of the investments are used to invest in equity. The insurance
company ultimately decides on investment policies and governance, as they run the downside risk. Returns over the
In the UK, the Trustees set the Scheme’s investment strategy, in consultation with the employer. The Robertson and UK
Holdings plan include return seeking assets and bonds. The Robertson plan also includes matching assets to cover the
pensioner liabilities. The UK Holdings plan, put a revised Recovery Plan in place in 2013 which increased the contributions
made by the employer.
In Norway, the pension scheme is insured with an insurance company. The insurance company guarantees the accrued
benefits and a fi xed return that is used to increase pensions. Future contributions depend on the actuarial rates as set by
the insurer.
The expected contributions 2014 amount to EUR 15.8 million (2013: EUR 10.7 million).
United Total
As at 31 December 2013 Netherlands Kingdom Norway weighted
Duration of plan 23 20 33 22
5.51 Provisions
(EUR x 1,000) 2013 2012
Non-trade payables include accrued expenses of invoices to be received, employee related accruals, interest payable,
considerations payable regarding acquisitions, and tax indemnities and warranties for an amount of EUR 19.5 million.
The Group has exposure to the following risks from its use of financial instruments:
■ Credit risk
■ Liquidity risk
■ Market risk.
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s management of capital.
The Board of Management has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training
and management standards and procedures, aims to develop a disciplined and constructive control environment in which
all employees understand their role and obligations.
The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
The Audit Committee is assisted in its oversight role by internal audit. Both regular and ad hoc reviews of risk management
controls and procedures are performed, the results of which are reported directly to the Board of Management and
Executive Committee. A summary of important observations is reported to the Audit Committee.
Some of the Group’s orders are awarded on the basis of long-term preferred supplier agreements. In the course of a year
Fugro often carries out multiple projects for the same client. Fugro typically has no single client that generates more than
4% of its revenue in the year. On occasion a client may generate more than 4% which can happen in case of exceptionally
large contracts where most of the revenue falls in the accounting year. Having a large number of clients and short project
time spans mitigates Fugro’s credit risk as the individual amounts receivable with the same client are limited.
New customers are analysed individually for creditworthiness before payment and delivery terms and conditions are
offered. The Group’s review may include external ratings, where available, and in some cases bank references. Customers
that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis or have
to provide a bank guarantee.
The majority of the Group’s clients has done business with the Group for many years and significant losses have only
occurred incidentally in prior years. However, as a result of the expected negative effects of the current worldwide
economic crisis the credit risk has increased significantly. Clients that are known to have negative credit characteristics are
individually monitored by the group controllers. Findings are reported on a bi-weekly basis to the Executive Committee.
The Executive Committee reviews frequently the outstanding trade receivables. Local management is requested to take
additional precaution in working with these clients.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade
and other receivables. The main components of this allowance are a specific loss component that relates to individually
significant exposures, and a collective loss component established for groups of similar receivables in respect of losses that
have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment
statistics for similar financial assets.
The Group held cash and cash equivalents of EUR 164.2 million at 31 December 2013 (2012: EUR 92.0 million), which
represents its maximum credit exposure on these assets. The cash and cash equivalents are held with bank and financial
institution counterparties, which have ‘investment grade’ credit ratings.
Guarantees
In principle Fugro does not provide parent company guarantees to its subsidiaries, unless significant commercial reasons
exist. Fugro has filed declarations of joint and several liability for a number of subsidiaries at the Chambers of Commerce.
Fugro has filed a list with the Chamber of Commerce which includes all financial interests of Fugro as well as a
reference to each subsidiary for which such a declaration of liability has been deposited. At 31 December 2013 and at
31 December 2012 no significant guarantees were outstanding.
The Group monitors cash flow on a regular basis. Consolidated cash flow information, including a six months projection,
is reported on a monthly basis to the Executive Committee, ensuring that the Group has sufficient cash on demand
(or available lines of credit) to meet expected operational expenditures for the next half-year, including the servicing
of financial obligations from lease commitments not included in the statement of financial position and investment
programs in vessels. Cash flows exclude the potential impact of extreme circumstances that cannot reasonably be
predicted, such as natural disasters. The Group maintains the following lines of credit:
■ A total amount of bilateral revolving facility agreements with eight banks totalling EUR 775 million. Rabobank and
ING Bank N.V. provided EUR 150 million each, The Royal Bank of Scotland N.V., BNP Paribas S.A. and HSBC Bank Plc.
provided each EUR 100 million, Barclays Bank Plc. provided EUR 75 million, ABN AMRO Bank N.V. and Credit Suisse
provided EUR 50 million each. At 31 December 2013 no amounts were drawn. These bank facilities have been secured
until October 2016
■ A variety of unsecured overdraft facilities in various currencies totalling around EUR 491 million of which
EUR 47 million has been drawn at 31 December 2013 (2012: around EUR 597 million with EUR 234 million drawn)
■ US private placement loans totalling EUR 719 million. The facility needs to be repaid, in fi xed instalments
denominated in the several currencies, as follows: in 2014 EUR 30 million, in 2017 EUR 27 million, in 2018
EUR 267 million, in 2021 EUR 324 million and in 2023 EUR 73 million.
Currency risk
The global nature of the business of the Group exposes the operations and reported financial results and cash flows to
the risks arising from fluctuations in exchange rates. The Group’s business is exposed to currency risk whenever it has
revenues in a currency that is different from the currency in which it incurs the costs of generating those revenues.
To mitigate the impact of currency exchange rate fluctuations, the Group continually assesses the exposure to currency
risks and if deemed necessary a portion of those risks is hedged by using derivative financial instruments. The principal
derivative financial instruments used to cover foreign currency exposure are forward foreign currency exchange contracts.
Given the current investment program in vessels and the fact that the majority of the investments are denominated in US
dollar, the Group is currently not using derivative financial instruments as positive cash flow in US dollar from operations
is offset to a large extent by these investments.
Interest on borrowings is denominated in the currency of the borrowing. Generally, borrowings are denominated in
currencies that match the cash flows generated by the underlying operations of the Group, primarily Euro and US dollar.
This provides an economic hedge without derivatives being entered into and therefore hedge accounting is not applied in
these circumstances.
The Group’s investment in its subsidiaries with US dollar as functional currency is partly hedged by means of the US dollar
private placement loans, which reduces the currency risk arising from the subsidiary’s net assets. The Group’s investment
in its subsidiaries in the United Kingdom is partly hedged by means of the GB pound private placement loans. The Group’s
investments in other subsidiaries are not hedged.
The hedge on the investment is fully effective. Consequently all exchange differences relating to this hedge have been
accounted for in other comprehensive income. The Group is sensitive to translation differences resulting from translation
of its operations in non-Euro currencies to Euros. In 2013, significant exchange differences arose from the US dollar,
Australian dollar, Norwegian krone and Brazilian real.
From time to time Fugro purchases its own certificates of shares. These certificates are used to cover the options granted
by Fugro. Purchase and sale decisions are made on a specific transaction basis by the Board of Management. Fugro does
not have a defined share buy-back plan.
The Group is subject to the externally imposed capital requirements related to covenant requirements as set out in
note 5.49.3. As per 31 December 2013 and 31 December 2012 the Group complied with all imposed external capital
requirements.
2013 2012
The maximum exposure to credit risk at the reporting date is the carrying amount of each class of financial assets
mentioned above. The Group holds no collateral as security on the long-term loans.
The maximum exposure for trade receivables and unbilled revenue on completed contracts at the reporting date by
geographic region was:
2013 2012
2013 2012
Impairment losses
The ageing of trade receivables and unbilled revenue on completed contracts at the reporting date was:
■ As of 31 December 2013, trade receivables and unbilled revenue on completed projects of EUR 749,013 thousand
(31 December 2012: EUR 736,156 thousand) were fully performing
■ As of 31 December 2013, trade receivables of EUR 256,197 thousand (31 December 2012: EUR 246,303 thousand)
were past due but not impaired. These relate to a number of independent customers for whom there is no recent
history of default. The average credit term for these trade receivables is 30 days
■ As of 31 December 2013, trade receivables and unbilled revenue on completed projects of EUR 36,888 thousand
(31 December 2012: EUR 34,716 thousand) were impaired and provided for.
The individually impaired receivables mainly relate to customers, which are in difficult economic situations.
It was assessed that a portion of the receivables is expected to be recovered. The ageing of trade receivables and
unbilled revenue on completed projects is as follows:
The allowance accounts in respect of trade receivables and unbilled revenue on completed contracts are used to record
impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amount
considered irrecoverable is written off directly against the allowance.
The impairment loss recognised is mainly attributable to a limited number of clients for which receipt is doubtful or no
longer probable.
No impairments related to other financial assets than trade receivables and unbilled revenue on completed contracts are
recognised. In general, the Group considers credit risk on other receivables and cash and cash equivalents to be limited.
Cash and cash equivalents are held with large well known banks with adequate credit ratings only. Refer to 5.53.2.
Bank loans - - - - - - -
Private placement loans:
320 million USD bonds 232,936 275,832 4,704 4,704 9,409 257,015 -
330 million USD bonds 240,205 341,204 5,726 5,726 11,452 34,356 283,944
100 million USD bonds 72,788 106,699 1,771 1,771 3,543 10,629 88,985
27.5 million GBP bonds 32,906 39,197 670 670 1,340 36,517 -
40 million GBP bonds 47,861 65,641 1,157 1,157 2,314 6,941 54,072
35 million EUR bonds 34,894 47,838 842 842 1,684 5,051 39,419
39 million USD bonds 28,373 28,999 28,999 - - - -
37 million USD bonds 26,914 33,248 954 954 1,907 29,433 -
Other loans and long-term
borrowings 3,741 3,741 3,741 - - - -
Trade and other payables 483,690 483,690 483,690 - - - -
Bank overdraft 92,085 92,085 92,085 - - - -
■
1,296,393 1,518,174 624,339 15,824 31,649 379,942 466,420
The interest included in the above table is based on the current amounts borrowed with current interest rates against the
current exchange rate (if applicable). No assumptions are included for possible future changes in borrowings or interest
payments.
Profit or
Effect in EUR thousands Equity loss
31 December 2013
USD 60,755 3,367
GBP 26,824 1,819
NOK 27,285 2,388
AUD 4,781 (1,703)
31 December 2012
USD 59,831 (1,655)
GBP 13,885 2,150
NOK 13,399 5,386
AUD 9,551 (1,854)
A 10 percent weakening of the Euro against the above currencies at 31 December would have had the equal but opposite
effect on the amounts shown above, on the basis that all other variables remain constant.
2013 2012
31 December 2013
Variable rate instruments 721 (721) – –
31 December 2012
Variable rate instruments (5,613) 5,613 – –
At 31 December 2013 it is estimated that a general increase of 100 basis points in interest rates would decrease the
Group’s profit before income tax by approximately EUR 0.7 million (2012: negative impact of EUR 5.6 million).
Carrying Carrying
amount Fair value amount Fair value
* The other investments in equity instruments do not have a quoted market price in an active market. The fair value cannot be reliably measured by the Group.
The private placement loans carried at fair value are categorised within level 2 of the fair value hierarchy as further
detailed below.
Derivatives
2013 2012
At 31 January 2013 Fugro entered into a loan agreement with CGG, including a warrant. The warrant represents the fair
value of the underlying Seabed Geosolutions B.V. unquoted shares, accruing to Fugro in case of default of the counterparty
(CGG). The warrant classifies as an embedded derivative and has been bifurcated from the loan. The warrant is accounted
for at fair value through profit or loss.
A probability model has been used to estimate the fair value of the warrant. This model uses unobservable inputs and
the warrant is therefore classified as a level 3 financial instrument. The following assumptions are considered key in the
estimation of the fair value of the warrant: the credit spread and the default probability of the counterparty and the fair
value of the underlying Seabed Geosolutions B.V. unquoted shares.
If the change in the credit spread of the counterparty for the warrant shifted +/- 5%, the impact on the result would
amount to EUR 0.9 million. If the change in the underlying Seabed Geosolutions B.V. unquoted shares shifted +/- 5%,
the impact on profit or loss would be EUR 0.6 million.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event
of change in circumstances that caused the transfer.
Changes in Level 2 and Level 3 values are analysed at each reporting date.
Financial assets
Gross amounts of
recognized fi nancial Net amounts of fi nancial
liabilities set off assets presented
Gross amounts of in the statement of in the statement of
(EUR x 1,000) recognized fi nancial assets fi nancial position fi nancial position
As at 31 December 2013
Cash and cash equivalents 166,098 (1,913) 164,185
As at 31 December 2012
Cash and cash equivalents 180,193 (88,174) 92,019
Financial liabilities
Gross amounts of
recognized fi nancial Net amounts of fi nancial
Gross amounts of assets set off liabilities presented
recognized fi nancial in the statement of in the statement
(EUR x 1,000) liabilities fi nancial position of fi nancial position
As at 31 December 2013
Bank overdraft (122,680) 30,595 (92,085)
As at 31 December 2012
Bank overdraft (226,793) 4,870 (221,923)
The Group leases a number of offices and warehouse/laboratory facilities and vessels under operating leases. The leases
typically run for an initial period of between three and ten years, with in most cases an option to renew the lease after
that date. Lease payments are adjusted annually to reflect market rentals. None of the leases include contingent rentals.
During the year an amount of EUR 249 million was recognised as an expense in profit or loss in respect of operating leases
and other rentals (2012: EUR 239 million).
5.59.4 Contingencies
Some Group companies are, as a result of their normal business activities, involved either as plaintiffs or defendants in
claims. Based on information presently available and management’s best estimate, it is not probable that the financial
position of the Group will be significantly influenced by any of these matters. Should the actual outcome differ from the
assumptions and estimates, the financial position of the Group would be impacted. Fugro N.V. and its Dutch operating
companies form a fiscal unity for corporate tax. Each of the operating companies is severally liable for corporate tax to
be paid by the fiscal unity.
As at 31 December 2013, Fugro has outstanding lease receivables with Geo Pacific AS. Geo Pacific AS has a back-to-back
lease arrangement for the vessel Geo Pacific with Seabird Exploraton Plc (‘SBX’). As at 31 December 2013, the current
and non-current lease receivables amount to EUR 18.7 million (see notes 5.41 and 5.44). On 26 February 2014, SBX
communicated in their 2013 results announcement that the company might be subject to significant adverse effects if the
company would not be able to refinancing its existing debt facilities. Should in future periods Geo Pacific AS and/or SBX
not be able to pay the contractual lease terms, Fugro might need to impair its lease receivable.
The remuneration of the Board of Management for 2013 and 2012 is as follows:
* Mr. S Thomson has been appointed to the Board of Management as per 8 May 2013.
** Mr. J. Rüegg retired as member of the Board of Management as per 8 May 2013.
*** The crisis tax relates to benefits in connection with the exercised options in 2013.
The fringe benefits for the Board of Management are commensurate with the position held.
The determination of the annual bonus is based upon the remuneration policy as adopted by the Annual General Meeting
on 14 May 2008. This remuneration policy is available on Fugro’s website: www.fugro.com.
The Supervisory Board determines the remuneration of the individual members of the Board of Management, on a
proposal by the remuneration committee, within the scope of the remuneration policy.
Annual bonus
Each member of the Board of Management will be eligible for an annual bonus, with a maximum of twelve months (100%)
of annual fi xed salary. On-target performance will result in a bonus of eight months of annual fixed salary. The bonus is
related to quantified financial targets and accounts for 2/3 of the annual bonus and the other part of the bonus is related to
non-financial/personal targets and will account for 1/3 of the annual bonus. At the beginning of each year the Supervisory
Board sets the financial and the non-financial targets for the relevant year. The Supervisory Board ensures that targets
are challenging, realistic and consistent with Fugro’s strategy. The performance measures and the weighting given to the
individual measures are set by the Supervisory Board. Achievement of the targets will be measured shortly after the end
of the relevant year.
The weighting given to the individual financial elements is as follows: earnings per share (EPS) 60%, net profit margin
20% and return on capital employed (ROCE) 20%. These financial elements are based upon Fugro’s annual budget.
The maximum bonus related to the financial targets will be granted if the targets are exceeded by 30%, and if the
performance is only 70% of target, the bonus will be 50% of on-target performance.
If performance is less than 70% of target, the part of the bonus that is related to financial targets will be zero.
The non-financial targets are derived from Fugro’s strategic agenda. These are qualitative individual targets and/or
collective targets that are the responsibility of one or more directors and can be influenced by them. These targets could
include, among other things, health safety and environment (HSE), corporate social responsibility (CSR), personal
development, etc.
Based on the results for the non-financial and financial targets, the Supervisory Board has established the extent to
which the targets for 2013 were achieved. The financial performance compared to the financial targets results in 4 months
Board of Management
Number of options In EUR Number of months
Share
Number Exer- Number price at
at Granted cised Forfeited at Exercise exercise
Year 01-01-13 in 2013 in 2013 in 2013 31-12-13 price day Expiring date Bonus
Share
Number Exer- Number price at
at Granted cised Forfeited at Exercise exercise
Year 01-01-13 in 2013 in 2013 in 2013 31-12-13 price day Expiring date Bonus
■
Total 2,329,900 196,000 190,000 580,900 1,755,000
* Weighted average.
As of 1 January 2014, Mr. P.A.H. Verhagen has been appointed as a member of the Board of Management of Fugro
for a (first) term of four years and approximately four months. This term will expire at the end of the Annual General
Meeting (AGM) in 2018. Mr. Verhagen will succeed Mr. Jonkman, who will step down at the AGM on 6 May 2014.
Upon appointment and effectively as of 31 December 2013, Mr. Verhagen has received a one-off compensation of 15,000
restricted certificates of shares in Fugro’s share capital as well as 30,000 options for certificates of ordinary shares in Fugro.
The value of the granted options amounts to EUR 408,300.
Both the shares and the options will have as grant date 31 December 2013. The shares are restricted in such a way that
they are awarded under the condition precedent as described in the next paragraph. The options have an exercise price
equal to the closing price of the certificates of shares in Fugro’s share capital on 31 December 2013 (last trading date of
2013).
The options vest and the condition precedent of the granting of the shares is met after a 3-year vesting period on
31 December 2016, subject to Mr. Verhagen’s continuous legal relationship with Fugro under the management services
agreement (the ‘Agreement’) until the relevant vesting date. The vesting of the shares and the options is not subject to any
further (performance) conditions. There are a number of exceptions to the condition of continuous legal relationship.
Exceptions apply in connection with termination of the Agreement (i) by Mr. Verhagen if such termination is justified by
such change of circumstances that he cannot reasonably be expected to continue the performance of his services as a
statutory director/CFO of Fugro, (ii) by Fugro other than for an urgent cause and/or reasons which are exclusively or
mainly found in imputable acts or omissions on the side of Mr. Verhagen and (iii) due to death. For a period of two years
after completion of the vesting period, the shares may not be transferred, assigned or encumbered in any way, nor may any
transaction be entered into with the same effect. The foregoing does not apply in case of transfer of (part of) the shares in
relation to cover the liability to pay tax in relation to – and only to – the vesting of the shares. The options can be exercised
during a period of three years after vesting, i.e. until 31 December 2019.
Mr. H.L.J. Noy took over the chairmanship of the Supervisory Board as per 8 May 2013.
Mr. J.A. Colligan was appointed as vice-chairman, of the Supervisory Board and took over the chairmanship of the Audit
Committee when Mr. Cremers stepped down on 7 February 2013.
As per 8 May 2013, Mr. J.C.M. Schönfeld was appointed as member of the Supervisory Board and took over the
chairmanship of the audit-committee from Mr. Colligan.
There are no options granted and no company assets available to the members of the Supervisory Board.
There are no loans outstanding to the members of the Supervisory Board and no guarantees given on behalf of members of
the Supervisory Board.
Per 31 December 2013 Mr. Kramer owned (directly and indirectly) 4,581,657 (certificates of) ordinary shares in Fugro.
5.62 Subsidiaries
5.62.1 Significant subsidiaries
For an overview of (significant) subsidiaries we refer to chapter 6.
Unless stated otherwise, the direct or indirect interest of Fugro in the subsidiaries listed below is 100%. Insignificant, but
consolidated, subsidiaries in terms of third party recompense for goods and services supplied and balance sheet totals have
not been included.
The subsidiaries listed below have been fully incorporated into the consolidated financial statements of Fugro, unless
indicated otherwise. Companies in which Fugro participates but that are not included in Fugro’s consolidated financial
statements are indicated by a #.
The information as required by sections 2:379 and 2:414 of the Dutch Civil Code has been filed at the trade registry of the
Chamber of Commerce in The Hague.
Fugro Survey Pty Ltd. Balcatta, Australia Fugro airborne Surveys N.V. Willemstad, Curaçao
Fugro LADS Corporation Pty Ltd. Kidman Park, Australia Fugro Consultants International N.V. Willemstad, Curaçao
Fugro Holdings Australia Pty Ltd. Perth, Australia Fugro GeoSurveys N.V. Willemstad, Curaçao
Fugro Multi Client Services Pty Ltd. Perth, Australia Fugro Robertson Americas N.V. Willemstad, Curaçao
Fugro Spatial Solutions Pty Ltd. Perth, Australia Fugro Satellite Services N.V. Willemstad, Curaçao
Fugro TSM Pty Ltd. Perth, Australia Fugro Survey Caribbean N.V. Willemstad, Curaçao
Fugro Satellite Positioning Pty Ltd. Perth, Australia Fugro Aerial Mapping A/S Glostrup, Denmark
Fugro AG Pty Ltd. Perth, Australia Fugro S.A.E. Cairo, Egypt
Fugro Austria GmbH Bruck an der Mur, Austria Fugro Geoid S.A.S. Jacou, France
Azeri-Fugro # 40% Baku, Azerbaijan Fugro GeoConsulting S.A. Nanterre, France
Fugro Survey GmbH Baku, Azerbaijan Fugro Topnav S.A.S. Paris (Massy), France
(Caspian branch office) Fugro GEOTER SAS Clapiers, France
Fugro Geoconsulting Belgium, S.A./N.V Brussels, Belgium Fugro Consult GmbH Berlin, Germany
Fugro In Situ Geotecnia Ltda. Pinhais, Brazil Fugro-OSAE GmbH Bremen, Germany
Fugro Brasil Ltda. Rio das Ostras, Brazil Fugro Weinhold Engineering GmbH Erkelenz-Holzweiler, Germany
Fugro Geosolutions Brasil Serviços Ltda. Rio de Janeiro, Brazil Fugro-MAPS GmbH Munich, Germany
Fugro Sdn Bhd. (Brunei) Bandar Seri Begawan, Fugro Certification Services Ltd. Fo Tan, Hong Kong
Brunei Darussalam Fugro Technical Services Ltd. Fo Tan, Hong Kong
Fugro Survey (Brunei) Sdn Bhd. Kuala Belait, Brunei Darussalam Geotechnical Instruments (Hong Kong) Ltd. Fo Tan, Hong Kong
Fugro Canada, Corp. St. John’s, Canada Fugro Geotechnical Services Ltd. Fo Tan, Hong Kong
Fugro GeoSurveys, Inc. St. John’s, Canada Fugro Shanghai (Hong Kong) Ltd. 60% Wanchai, Hong Kong
Fugro Roadware, Inc. Mississauga, Ontario, Canada Fugro (Hong Kong) Ltd. Wanchai, Hong Kong
Fugro Interra S.A. Santiago, Chile Fugro Geosciences International Ltd. Wanchai, Hong Kong
Fugro Technical Services (Guangzhou) Ltd. Guangzhou, China Fugro Holdings (Hong Kong) Ltd. Wanchai, Hong Kong
Fugro Pacifica Qinhuangdao Co. Ltd. Qinhuangdao, China Fugro Hydrographic Surveys Ltd. Wanchai, Hong Kong
Fugro Geotechnique Co. Ltd. 60% Shanghai, China Fugro Geospatial Services (Hong Kong) Ltd. Wanchai, Hong Kong
China Offshore Fugro GeoSolutions Fugro Marine Survey International Ltd. Wanchai, Hong Kong
(Shenzhen) Co. Ltd. 50% Shekou, Shenzhen, China Fugro SEA Ltd. Wanchai, Hong Kong
Fugro Comprehensive Geotechnical Fugro Subsea Services Ltd. Wanchai, Hong Kong
Investigation (Zhejiang) Co. Ltd. Zhejiang, China Fugro Survey International Ltd. Wanchai, Hong Kong
Fugro Survey Ltd. Wanchai, Hong Kong
Fugro Survey Management Ltd. Wanchai, Hong Kong
MateriaLab Consultants Ltd. Tuen Mun, Hong Kong
Fugro Consult Kft. Budapest, Hungary
Fugro Geotech (Pvt) Ltd. Navi Mumbai, India Fugro RUE A/S Haugesund, Norway
Fugro Survey (India) Pvt Ltd. 90% Navi Mumbai, India Fugro Geotechnics A/S Oslo, Norway
P.T. Fugro Indonesia Jakarta Selatan, Indonesia Fugro Multi Client Services A/S Oslo, Norway
FAZ Research Ltd, 90% Dublin, Ireland Fugro Norway A/S Oslo, Norway
Fugro Oceansismica S.p.A. Rome, Italy Fugro Seastar A/S Oslo, Norway
Fugro Japan Co., Ltd. Tokyo, Japan Fugro Oceanor A/S Trondheim, Norway
Fugro-KGNT 50% Atyrau, Kazakhstan Republic Seabed Geosolutions AS 60% Trondheim, Norway
Fugro-MAPS S.a.r.l. Beirut, Lebanon Fugro Middle East & Partners LLC Muscat, Oman
Fugro Rovtech Limited Libya Tripoli, Libya Fugro Geodetic Ltd. Karachi, Pakistan
(Libyan Branch Office) Fugro Panama SA Panama City, Panama
UAB ‘Fugro Baltic’ Vilnius, Lithuania Fugro TerraLaser S.A. Lima, Peru
Fugro Eco Consult S.a.r.l. Munsbach, Luxembourg Fugro Peninsular Geotechnical Services Doha, Qatar
Fugro Technical Services (Macau) Ltd. Macau, Macau Fugro Engineering LLP Moscow, Russia
Fugro Geodetic (Malaysia) Sdn Bhd. 30% Kuala Lumpur, Malaysia Electro Magnetic Marine Exploration
Fugro Geosciences (Malaysia) Sdn Bhd. 30% Kuala Lumpur, Malaysia EMMET ZAO 60% Moscow, Russia
Fugro Malta Ltd. Safi, Malta Geo Inzh Services LLP Moscow, Russia
Fugro Geotechnical Mauritius Ltd. Quatre-Bornes, Mauritius Fugro-Suhaimi Ltd. 50% Dammam, Saudi Arabia
Fugro Seastar Mauritius Ltd. Quatre-Bornes, Mauritius Decca Survey Saudi Arabia Ltd. 48% Dammam, Saudi Arabia
Fugro Survey Mauritius Ltd. Quatre-Bornes, Mauritius Fugro Saudi Arabia Ltd. Riyadh, Saudi Arabia
Fugro-Chance de Mexico S.A. de C.V. Ciudad Del Carmen, Campeche, Fugro Loadtest Asia Pte Ltd. Singapore, Singapore
Mexico Fugro Satellite Positioning Pte Ltd. Singapore, Singapore
Fugro Survey Mexico S.A. de C.V. Ciudad Del Carmen, Campeche, Fugro Singapore Pte Ltd. Singapore, Singapore
Mexico Fugro Survey Pte Ltd. Singapore, Singapore
Geomundo S.A. de C.V. Ciudad Del Carmen, Campeche, Fugro TSM Pte Ltd. Singapore, Singapore
Mexico Fugro Subsea Technologies Pte Ltd. Singapore, Singapore
Fugro C.I.S. B.V. Leidschendam, The Netherlands Fugro-GEOS Pte Ltd. Singapore, Singapore
Fugro Ecoplan B.V. Leidschendam, The Netherlands Fugro Survey Africa (Pty) Ltd. Cape Town, South Africa
Fugro-Elbocon B.V. Leidschendam, The Netherlands Fugro Satellite Positioning (Pty) Ltd. Cape Town, South Africa
Fugro Engineers B.V. Leidschendam, The Netherlands Fugro Maps South Africa (Pty) Ltd. Cape Town, South Africa
Fugro GeoServices B.V. Leidschendam, The Netherlands Fugro Data Services GMBH Zug, Switzerland
Fugro Intersite B.V. Leidschendam, The Netherlands Fugro Finance AG Zug, Switzerland
Fugro Marine Services B.V. Leidschendam, The Netherlands Fugro Geodetic AG Zug, Switzerland
Fugro Nederland B.V. Leidschendam, The Netherlands Fugro International Holding A.G. Zug, Switzerland
Fugro South America B.V. Leidschendam, The Netherlands Fugro South America GmbH Zug, Switzerland
Fugro Survey B.V. Leidschendam, The Netherlands Fugro Survey GmbH Zug, Switzerland
Fugro Vastgoed B.V. Leidschendam, The Netherlands Fugro Survey Caribbean Inc. Chaguaramas, Trinidad and
Fugro Aerial Mapping B.V. Leidschendam, The Netherlands Tobago
Fugro Inpark Detacheringen B.V. Leidschendam, The Netherlands Fugro Sial Ltd. Ankara, Turkey
Fugro Satellite Positioning B.V. Leidschendam, The Netherlands Fugro DCN Global Abu Dhabi, United Arab Emirates
Seabed Geosolutions B.V. 60% Leidschendam, The Netherlands Fugro Survey (Middle East) Ltd. Abu Dhabi, United Arab Emirates
Fugro BTW Ltd. New Plymouth, New Zealand Fugro Middle East B.V. (Dubai branch Dubai, United Arab Emirates
Fugro Survey (Nigeria) Ltd. Port Harcourt, Nigeria office)
Fugro Nigeria Ltd. Port Harcourt, Nigeria Seabed Geosolutions JLT Dubai, United Arab Emirates
Fugro Survey A/S Bergen, Norway Fugro-MAPS (UAE) Sharjah, United Arab Emirates
Assets
(9.1) Intangible assets 279 70,538
(9.2) Tangible fi xed assets 162 102
(9.3) Financial fi xed assets 2,783,030 2,840,889
Equity
Share capital 4,228 4,143
Share premium 431,227 431,312
Translation reserve (158,185) 5,697
Hedging reserve (1,078) (1,704)
Other reserves (288,625) (168,558)
Retained earnings 1,609,101 1,396,094
Unappropriated result 428,303 289,745
(9.6) Provisions
Deferred tax liabilities 2,018 2,789
Liabilities
(9.7) Loans and borrowings 689,669 786,016
Other results concern the costs of Fugro N.V. less reimbursements from subsidiaries and include gain for sale of licenses of
EUR 18.5 million.
General
The company financial statements form part of the 2013 consolidated financial statements of Fugro. As the financial data
of Fugro N.V. are included in the consolidated financial statements, the statement of income of Fugro N.V. is condensed in
conformity with Section 2:402 of the Netherlands Civil Code.
Accounting policies
For setting the principles for the recognition and measurement of assets and liabilities and determination of the result for
its company financial statements, Fugro makes use of the option provided in Clause 8 Section 2:362 of the Netherlands
Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination
of the result (hereinafter referred to as principles for recognition and measurement) of the company financial statements
of Fugro N.V. are the same as those applied for the consolidated EU-IFRS financial statements. Investments in subsidiaries
are accounted for at net asset value which comprises the cost, excluding goodwill, of Fugro’s share in the net assets of the
subsidiaries. Participating interests, over which significant influence is exercised, are stated on the basis of the equity
method. These consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Netherlands Civil Code.
Reference is made to pages 117 to 137 for a description of these principles.
The share in the result of participating interests consists of the share of Fugro in the result of these participating interests.
Results on transactions, where the transfer of assets and liabilities between Fugro and its participating interests, and
mutually between participating interests themselves, are not incorporated as far as they can be deemed to be unrealised.
Cost
Balance at 1 January 70,538 70,538
Disposals (70,538) -
Additions 287 -
■
Balance at 31 December 287 70,538
Carrying amount
At 1 January 70,538 70,538
■
At 31 December 279 70,538
Goodwill represents amounts arising on acquisition of subsidiaries. The capitalised goodwill is not systematically
amortised. Goodwill is tested for impairment annually, or when there is an indication for impairment. No impairment
has been recognised.
The goodwill of EUR 71 million related to the Geoscience business that has been transferred in 2013.
Cost
Balance at 1 January 1,648 1,545
Other investments 100 103
Disposals (154) –
■
Balance at 31 December 1,594 1,648
Depreciation
Balance at 1 January 1,546 1,512
Depreciation 76 32
Disposals (190) 2
■
Balance at 31 December 1,432 1,546
Carrying amount
At 1 January 102 33
■
At 31 December 162 102
9.3.1 Subsidiaries
(EUR x 1,000) 2013 2012
9.5 Equity
The equity movement schedule is included in chapter 3 of the consolidated financial statements. For the notes to the equity
reference is made to note 5.47 of the consolidated financial statements. The translation reserve and hedging reserve
qualify as a legal reserve (‘wettelijke reserve’) in accordance with Part 9 of Book 2 of the Netherlands Civil Code.
9.6 Provisions
For the notes on provisions reference is made to note 5.51 of the consolidated financial statements.
For the notes on private placement loans reference is made to note 5.49.2 and 5.49.3 of the consolidated financial
statements. The long-term loans are from subsidiaries. In principle, these loans will be repaid within two years.
The average interest on loans and borrowings amounts to 4.4% per annum (2012: 4.5%)
The non-trade payables and accrued expenses include an amount of EUR 19.5 million relating to tax indemnities and
warranties in respect of the sale of the gain of the majority of the Geoscience business.
9.10 Guarantees
In principle Fugro does not provide parent company guarantees to its subsidiaries, unless significant commercial reasons
exist. Fugro has filed declarations of joint and several liability for a number of subsidiaries at the Chambers of Commerce.
Fugro has filed a list with the Chamber of Commerce, which includes all financial interests of the Group in subsidiaries as
well as a reference to each subsidiary for which such a declaration of liability has been deposited. At 31 December 2013
and at 31 December 2012 no significant guarantees were outstanding.
9.11 Contingencies
For the notes to contingencies reference is made to note 5.59 of the consolidated financial statements.
Statutory audit of financial statements 2,762 1,693 4,455 1,298 1,646 2,944
Other assurance services 663 179 842 470 27 497
Tax advisory services - 131 131 – 232 232
Other non-audit services - 55 55 – 519 519
■
Total 3,425 2,058 5,483 1,768 2,424 4,192
In 2013, the audit fees under the category statutory audit of financial statements, include an amount of EUR 2,308
thousand for the audit of the 2012 statutory financial statements.
Other assurance services as well as other non-audit services include amongst others services performed in connection
with the transaction with CGG. Tax services primarily consist of tax compliance work. Other non-audit services in 2012
include amongst others the vendor due diligence assistance performed in relation to the Geoscience disposal.
Audit and (non-)audit related fees for the respective years are charged to the income statement on an accrual basis.
The fees paid for the above mentioned services, which are included in profit or loss of the consolidated financial statements
in the line other expenses, are evaluated on a regular basis and in line with the market.
The members of the Board of Management have signed the financial statements pursuant to their statutory obligations
under Section 2:101 sub 2 Netherlands Civil Code and Section 5:25c sub 2 (c) Financial Markets Supervision Act.
R.P. Kreukniet RA
In accordance with article 19 of the administration terms All the Trust Office’s Board members are independent
and conditions of the Trust Office and best practice of Fugro. The Board may offer holders of certificates the
provision IV.2.6 of the Corporate Governance Code, opportunity to recommend candidates for appointment
the undersigned issues the following report to the holders to the Board. The voting policy of the Trust Office has
of certificates of ordinary shares in the share capital of been laid down in a document that can be found on the
Fugro N.V. (‘Fugro’). website: www.fugro.com/corporate/admkantoor.asp.
The Trust Office is authorised to accept voting
During the 2013 reporting year all the Trust Office’s instructions from holders of certificates and to cast
activities were related to the administration of ordinary these votes during a general meeting of Fugro.
shares against which certificates have been issued.
The Board attended the annual general meeting of Fugro
During 2013 the Board met four times. In the meeting of held on 8 May 2013 as well as the extraordinary general
25 March the Board was updated by the chairmen of the meeting on 27 November 2013. In the annual general
Supervisory Board and the Board of Management on the meeting the Trust Office represented 37% of the votes
actions and developments following the receipt of a cast and in the extraordinary general meeting the Trust
whistleblower letter regarding elements of the company’s Office represented 29.6% of the votes cast. The Trust
financial reporting as set forth in Fugro’s annual report Office voted in favour of all the proposals submitted to
2012. The meeting of 18 April was dedicated, among both meetings. In accordance with the administration
other things, to the preparation for the annual general terms and conditions, holders of certificates were offered
meeting of Fugro on 8 May. In this meeting it was also the opportunity to vote, in accordance with their own
decided to adopt small amendments to some of the opinion, as authorised representatives of the Trust Office.
administration terms and conditions of the Trust Office in This opportunity was taken by holders of certificates
order to align these terms and conditions with changes in representing 55.7% of the votes cast at the annual general
legislation and Fugro’s articles of association. After meeting and by holders of certificates representing 61.5%
approval had been obtained from Fugro and Euronext of the votes cast at the extraordinary general meeting.
Amsterdam N.V. these amendments became effective as
from 4 June 2013. The meeting of 13 September 2013, In accordance with the roster, Mr. L.P.E.M. van den Boom
after the publication of Fugro’s half-yearly results, and Mr. J.A.W.M. van Rooijen stepped down as members
was dedicated, among other things, to general business of the Trust Office’s Board on 30 June 2013. The previous
developments. In both meetings in March and September, report of the Trust Office stated that the Board intended
it was also discussed whether it would be necessary or reappointing Messrs. Van den Boom and Van Rooijen as
useful to convene a meeting of holders of certificates. Board members for a period of four years. In accordance
Both times it was decided that at the moment this was not with article 4.3 of the articles of association, the Board
the case. Prior to both meetings the Board discussed with offered holders of certificates who represent at least 15%
members of the Board of Management and the of the issued certificates the opportunity to request, until
Supervisory Board of Fugro the activities and 8 April 2013, that the Board convenes a meeting of
performance of Fugro on the basis of the annual report holders of certificates in order to recommend a candidate
2012 and the half-yearly report 2013 respectively. to the Trust Office’s Board. As no request for a meeting of
Corporate Governance within Fugro and the Trust Office holders of certificates was submitted, in its meeting of
was also discussed in the meetings. At the meeting of 18 April 2013 the Board, in accordance with its
16 October the Board was informed of the proposal to announced intention, reappointed Messrs. Van den Boom
appoint Mr. P.A.H. Verhagen to the Board of Management and Van Rooijen as members of the Board for a period of
of Fugro at an extraordinary general meeting that would four years.
be held on 27 November. After careful consideration the
Board decided that it in principle would vote in favour of In accordance with the roster no members of the Trust
the appointment of Mr. Verhagen. Office’s Board will step down in 2014.
The Board
IFRS 2013 5)* IFRS 2012 5)* IFRS 2011 IFRS 2010 IFRS 2009 IFRS 2008
1,802,730 1,434,319 1,160,615 1,008,008 822,372 945,899 909,817 712,934 546,760 578,207
604,855 503,096 405,701 364,644 273,372 328,401 331,685 250,132 176,067 197,258
1,197,875 931,223 754,914 643,364 549,000 617,498 578,132 462,765 370,648 380,948
324,813 211,567 144,070 104,236 63,272 111,873 98,470 73,697 61,805 61,669
439,590 295,948 218,833 177,453 124,056 158,814 142,039 113,269 98,334 97,926
337,106 226,130 176,093 125,802 80,480 119,161 105,301 85,596 77,233 74,057
216,213 141,011 99,412 49,317 18,872 72,220 61,732 46,024 40,704 37,800
– – – – – – – – – –
599,298 412,232 262,759 232,956 268,801 192,293 163,298 120,526 114,035 108,181
299,699 203,944 90,414 71,028 123,983 100,036 89,352 49,008 37,301 61,487
8,666 21,041 10,057 2,296 70,888 24,852 11,196 3,686 9,257 6,081
107,684 78,169 69,445 66,139 54,004 46,941 43,569 39,572 36,529 36,257
171,347 150,733 222,485 (95,348) 114,852 129,071 (50,514) 92,269 15,066 7,170
1,700,130 1,405,698 1,138,660 983,350 1,056,003 793,245 814,772 474,741 380,495 338,021
16,278 13,888 398 1,075 584 12,706 8,056 6,746 10,573 8,894
449,957 341,997 300,753 184,268 431,895 273,520 121,450 120,713 23,234 24,368
699,989 562,417 465,460 223,913 211,196 271,698 244,660 101,453 107,909 90,575
18.0 14.8 12.9 10.3 9.2 11.8 10.8 10.3 11.3 10.7
12.0 9.8 8.6 4.9 2.3 7.6 6.8 6.5 7.4 6.5
18.0 15.1 13.2 7.7 8.3 11.7 10.7 9.9 11.0 9.9
34.3 27.4 28.8 22.7 17.6 27.4 35.7 45.4 41.0 45.0
41.6 40.2 41.3 23.2 20.2 34.6 30.4 22.1 29.3 27.9
13.1 10.9 7.2 3.7 2.2 6.1 7.8 8.1 13.1 12.1
9.94 8.08 6.76 3.60 3.48 4.57 4.17 2.10 2.29 1.91
4.67 3.08 2.18 1.76 1.09 1.95 1.86 1.48 1.27 1.30
4.84 3.29 2.67 2.12 1.39 2.08 1.98 1.72 1.59 1.56
3.11 2.05 1.51 0.83 0.33 1.26 1.16 0.92 0.84 0.80
0.83 0.60 0.48 0.48 0.46 0.46 0.40 0.34 0.31 0.28
52.80 36.20 27.13 15.35 10.20 10.78 12.53 17.19 9.23 4.99
62.00 36.64 27.40 16.41 12.86 16.50 18.91 17.81 9.98 10.99
34.91 27.13 15.14 10.05 6.13 9.88 10.75 9.31 4.10 4.06
11,472 9,837 8,534 7,615 8,472 6,923 6,953 5,756 5,114 5,136
70,421 69,582 68,825 62,192 60,664 59,449 58,679 51,048 50,449 48,682
4) As a result of the share split (4:1) in 2005, the historical figures have been restated.
5) On a continued basis, unless otherwise stated.
6) Including a one off extra dividend of EUR 0.50 in 2013
* Including effect charge of presentation multi-client data libraries.
3D (three dimensional) an object that has height, Geoscience a range of scientific disciplines (geology,
width and depth, like any object in the real world. geophysics, petroleum engineering, bio stratification,
geochemistry, etc.) related to the study of rocks, fossils
3D Seismic acoustic measuring technology which uses and fluids.
multiple vessel-towed long hydrophone streamers.
This technique generates a 3D model of the deep seabed Geotechnics the determination of subterranean soil
and is used to locate and analyse oil and gas reservoirs. characteristics using invasive techniques such as probing,
drilling and sampling.
AUV (autonomous underwater vehicle) an
unmanned submersible launched from a ‘mother-vessel’ Glonass global navigation satellite system.
but not connected to it via a cable. Propulsion and control
are autonomous and use pre-defined mission protocols. GPS (global positioning system) a system of
satellites, computers, and receivers that is able to
Bathymetry the study of underwaterdepth of lake or determine the latitude and longitude of a receiver on
ocean floors. Underwater equivalent of topography. Earth by calculating the time difference for signals from
different satellites to reach the receiver.
Brent crude a major trading classification of sweet light
crude oil that serves as a major benchmark price for Gravity precision gravity measurements to detect
purchases of oil worldwide. Brent Crude is sourced from geological and other anomalies.
the North Sea.
HSE health, safety and environment.
Construction Support offshore services related to the
installation and construction of structures such as HSSE health, safety, security and environment.
pipelines, drilling platforms and other oil and gas related
infrastructure, usually involving the use of ROVs. In situ in the original situation, position.
CPT cone penetration test(ing). IRM (inspection, repair, maintenance) IRM services
are a core service of Fugro’s subsea services portfolio.
CPT truck a truck that can be used for estimation of soil
type and soil properties. Jack-up platform Self-elevating platform. The buoyant
hull is fitted with a number of movable legs, capable of
DGPS (differential global positioning system) a raising its hull over the surface of the sea.
GPS based positioning system using territorial reference
points to enhance accuracy. JIP joint industry project.
EM (Electromagnetic) having magnetic and electrical QHSSE quality, health, safety, security and
parts. environment.
FLI-MAP ® Fugro’s airborne laser scanning system for LiDAR a measuring system based on laser technology
obtaining highly accurate topographic data. that can make extremely accurate recordings from an
aircraft.
210 Financial Statements 2013 FUGRO N.V. ANNUAL REPORT 2013
LNG liquefied natural gas. WTI (West Texas Intermediate) a crude oil
benchmark.
M&A (mergers and acquisitions) the activity of
combining with or buying another company or advising Financial terms
another company on how to do this.
Capital employed total assets minus current liabilities,
Metocean meteorological and oceanographic. full year average (excluding assets and liabilities
classified as held for sale).
Multi-client data data collected at own risk and
expense and sold to multiple clients. Cash fl ow the profit for the period attributable to equity
holders of the company plus depreciation, amortisation of
NOC national oil company. intangible fi xed assets and minority interest.
Node autonomous battery powered component Dividend yield dividend as a percentage of the
recording device deployed bij ROV. (average) share price.
OBC ocean bottom cable. EBITDA result from operating activities before
depreciation and amortisation.
OHSAS a British standard for occupational health and
safety management systems. It is widely seen as the Gearing loans and borrowings plus bank overdraft
world’s most recognized occupational health and safety minus cash and cash equivalents, divided by shareholders
management systems standard. equity.
PRM permanent reservoir monitoring. Interest cover result from operating activities (EBIT)
compared with the net interest charges.
ROV (Remotely Operated Vehicle) unmanned
submersible launched from a vessel and equipped with KPI (Key Performing Indicator) an indicator that
measuring and manipulation equipment. A cable to the shows what a situation is like or how it is changing.
mother-vessel provides power, video and data
communication. Net debt comprises loans and borrowings, bank
overdraft, bank guarantees minus cash and cash
Saturation diving a method of prolonged diving, using equivalents.
an underwater habitat to allow divers to remain in the
high-pressure environment of the ocean depths long Net profi t margin profit as a percentage of revenue.
enough for their body tissues to become saturated with
the inert components of the pressurized gas mixture that NOPAT net operating profit after tax.
they breathe: when this condition is reached, the amount
of time required for decompression remains the same, Pay-out ratio of the net result the pay-out ratio of the
whether the dive lasts a day, a week, or a month. net result is defined as proposed dividend, multiplied by
the number of shares entitled to dividend, divided by one
Starfi x DGPS positioning system, specifically for use thousand, divided by the net result.
offshore. This system is intended for the professional user
and, in addition to a high degree of accuracy, is equipped Private placement long-term financing (7 – 15 years),
with a wide range of data analysis and quality control entered into in May 2002 and in August 2011 via private
possibilities. placements with American and British institutional
investors.
Work class ROV large remotely operated vehicle with
the ability to operate multiple tools and sensors. With Return on capital employed NOPAT/full year average
their ability to operate across the depth range required by capital employed.
the client base, these systems operate in support of subsea
operations across all business line segments. Solvency shareholders’ equity as a percentage of the
balance sheet total.
Fugro N.V.
Veurse Achterweg 10
2264 SG Leidschendam
The Netherlands
T +31 (0)70 3111422
F +31 (0)70 3202703
E [email protected]
Realisation:
Domani B.V. Weesp