Annual Report 2019-Com
Annual Report 2019-Com
Annual Report 2019-Com
REPORT 2019
RIGSHOSPITALET
03 56
MANAGEMENT’S REVIEW STATEMENTS ON THE
8 COWI's business model
ANNUAL REPORT
10 COWI’s services 56 Statement by the Board of
12 Financial ratios Directors and Executive Board
14 Financial review 57 Independent auditor’s report
18 Outlook for 2020
20 60
COWI HOLDING A/S COWI HOLDING A/S
CONSOLIDATED FINANCIAL COMPANY INFORMATION
STATEMENTS 2019 61 COWI’s organisation
21 Profit and loss account 63 COWI’s Board of Directors
22 Balance sheet
24 Statement of changes in equity
25 Cash flow statement
26 Notes
47
COWI HOLDING A/S
(PARENT COMPANY)
FINANCIAL STATEMENTS
48 Accounting policies
49 Profit and loss account
50 Balance sheet
51 Statement of changes in equity
52 Notes
MANAGEMENT’S REVIEW
2019 was the first year with Arkitema sustainable solutions, which calls for im- to customers as well as our internal
as part of the COWI Group. Including mense behavioural changes in terms of, operation benefit from digital solutions
an architectural firm in the Group dem- e.g., new energy-efficient homes and and tools. One focal point is developing
onstrated its clear value as customers infrastructure. With our broad experi- common processes and tools for pro-
are increasingly looking for partners that ence and solid expertise within sustain- ject management. Working according
provide integrated design solutions. ability, COWI is well positioned to be the to the same methodology and using the
During 2019, COWI and Arkitema jointly partner of choice when governments, same digital tools throughout the Group
won projects worth approximately DKK municipalities and private companies will improve our organisational agility
500 million. However, this could not have to find sustainable solutions to significantly as project team members
mitigate the negative impact of delayed solve the climate challenges. can work across borders with fewer
investment decisions and projects practical obstacles. Looking ahead, our
being put on hold, following uncertainty In line with the growing drive for sus- platform will enable us to share advan-
in world economy and trade tensions. tainability, COWI decided to become tages in data science, AI and robotics
All in all, COWI had a challenging year, carbon neutral in 2020, and within the across units.
which led to an unsatisfactory financial next ten years, we will reduce our actual
result, but we concluded the year with CO2 footprint by 70 per cent, compared We see how new digital solutions are
a solid order book and strong operating to our 2008 level. The end goal is zero changing our existing business model
cash flow. emissions by 2050. In order to reach and offerings. For instance, we now
carbon neutrality, it was decided to off- provide real-time data from more than
The poor financial result was heavily set COWI's carbon emissions through 100,000 cars, which will be used by the
affected by project disputes, as well the funding of an equivalent carbon di- Danish Road Directorate to provide the
as project descoping and delays. In oxide reduction elsewhere in the world. public with better online traffic informa-
addition, we were negatively affected by The selected project is the Sidrap Wind tion. Similarly, we now provide several
the slow-down in the buildings markets Energy Project Phase 1, located in the web-based self-service solutions to
in Denmark and Sweden, which saw South Sulawesi Province, Indonesia. It customers for a variety of applications
both fewer project tenders and projects replaces traditional electricity production such as retail-store location and traffic
put on hold, mainly in the private sector. based on fossil fuels and is estimated accident analysis. All examples of
Finally, our business in North America to shave off 1,412,480 tonnes of CO2 service deliveries that have evolved from
is yet to obtain critical mass, rendering from 2018 to 2028. The project is a so- traditional consultancy into
it sensitive to individual wins and losses called Gold Standard project, which is digital solutions.
or projects put on hold. the highest possible classification. The
measured and calculated CO2 reduc-
UNSATISFACTORY OPERATIONAL
As a consequence of the reduced tions are verified by an independent
RESULT FOR 2019
business activity and unpredictable UNFCCC-accredited verification and
In 2019, COWI's turnover grew
markets, we adjusted our capacity and validation company. In 2019, we also
compared to 2018 by 6.8 per cent to
reduced our exposure to risks in certain set up a strategic framework to further
DKK 6,623 million, due to Arkitema
markets. This included withdrawing or increase sustainability impact through
becoming part of the COWI Group.
reducing our presence in geographical our services to customers. These efforts
There was no organic growth (0.3 per
areas where we consider business risks will continue into 2020 and are
cent). Our EBITDA margin decreased to
to be too high. As a consequence, we particularly linked to the UN’s sustain-
6.4 per cent compared to 7.8 per cent
divested our business in Zambia, closed able development goals (SDGs)
in 2018, while operating profit for the
our office in Tanzania and reduced our nos. 6, 7, 9, 11 and 13.
year was DKK 213 million, correspond-
exposure in the Middle East.
ing to an EBIT margin of 3.2 per cent,
DIGITAL TRANSFORMATION ON down 1.6 percentage points from 2018.
SUSTAINABILITY MOVING UP TRACK AND ACCELERATING Operating cash flow was a satisfactory
THE BUSINESS AGENDA Our digitalisation journey progressed as DKK 384 million and in line with the
Furthermore, the green transition gained planned. We now have a digital trans- target set.
momentum and focus with our custom- formation team, which enables us to
ers. The intensified political attention orchestrate our digital innovation across
to climate change influenced custom- the Group. Our focus is on transforming
ers’ prioritisation of and demand for how we work so our project delivery
The result was negatively affected by projects mainly within the transportation utilise spare capacity with Bridges. We
DKK 44 million related to the ongoing sector, and the number of employees consolidated COWI Group capabilities
arbitration case in Oman. The figures from other business lines allocated to related to the wind market within BTM,
above are exclusive of these costs. Norwegian projects continued to grow and the new Wind and Marine business
during the year. Noteworthy wins in unit had a strong backlog with the
Result for the year is positively affected 2019 included the expansion of the ever-increasing need for sustainable
by a reversal of earn-out regarding Nygårdstangen-Bergen-Fløen railway waterfront and energy solutions – in
acquisitions. line and the expansion of highway E6 particular offshore wind. In September,
from Kvål to Melhus, as well as the new we relocated and expanded our office
The performance of our five business emergency hospital in Hjelset. in Hamburg, Germany, which is the
lines varied significantly, from robust centre for our work on the Arcadis Ost
to unsatisfactory. 1 offshore windfarm.
TURNAROUND IN SWEDEN
TAKES TIME
ROBUST PERFORMANCE Business Line Sweden continued its ARKITEMA HIT BY A VOLATILE
IN DENMARK solid efforts to turn around the busi- BUILDING MARKET
Business Line Denmark delivered a ness, and the new leadership team Business Line Arkitema had a trouble-
robust performance in a market where headed by the new Executive Vice some first year in the COWI Group
the investment level in public infrastruc- President, Anders Wiktorson, was put as our architecture business was hit
ture is low. The Water and Environment in place early in the year. The business severely by a cool-down in the residen-
business unit demonstrated solid performance is not yet in line with tial building market, both in Denmark
results and we expect this trend to ambitions. The results were in particular and Sweden. As a result, customers
continue with sustainability at the negatively affected by low profitability in delayed projects or put them on hold,
top of both the political and business legacy infrastructure projects, and low which heavily affected Arkitema's result,
agendas. The Infrastructure business billability affected by a slow-down in which was disappointing. Arkitema was,
managed to maintain a stable business the residential building market. On the however, quick to adapt its capacity to
volume in spite of a low investment positive side, the overall performance the new situation without compromising
level. After the summer, our Buildings of the project portfolio is improving, and its quality or competitiveness. This was
business unit saw a growing number of cashflow was robust. AEC, Projektbyrån reflected in some significant wins, and
projects being either delayed or put on and the Industry business unit per- in the last part of the year, we were able
hold, but managed to catch up at the formed well, and we had some notable to boost the backlog significantly. For
end of the year and delivered a solid wins in the past year: the creation of instance, by adding the turnkey consul-
performance, including significant wins the man-made peninsula being built at tancy contract for the Posthusgrunden
together with Arkitema. Throughout the Masthuggskajen in Gothenburg, a new project in Copenhagen and the new
year, Business Line Denmark landed a LNG Terminal at the port of Oxelösund, railway station in Trondheim, Norway. At
number of significant projects, includ- as well as a substantial addition to the the end of the year, Thomas Kveiborg
ing Odense Tramway, and framework OLP high-speed rail project. was appointed new CEO as Peter
agreements with Sund og Bælt and Hartmann Berg chose to step down.
KAB. In 2019, efforts to grow the
BTM DELIVERS
share of private customers (vs. public
UNSATISFACTORY EXECUTIVE BOARD
sector) continued and we generated
PERFORMANCE EXPANDED AND SIGNIFICANT
an increased business volume from
The performance in BTM was highly ORGANISATIONAL CHANGE
private customers.
unsatisfactory mainly due to the King In January 2020, Corporate Technical
Abdul Aziz Road (KAAR) project, but Director Jens Christoffersen joined the
NORWEGIAN MARKET also due to a combination of disputes, Executive Board as Chief Business
REMAINS BUOYANT overdue payments and the slow ramp- Development Officer, taking on the
The Norwegian market continued to be up or rescoping of projects, the latter responsibility for strengthening COWI's
buoyant, positively affecting our busi- particularly affecting North America. business development, innovation,
ness in Norway, which strengthened To our benefit, the activity in the global customer focus and growth. In January
both the order backlog and pipeline, infrastructure market remained high as 2020, an organisational restructure was
in particular within the buildings seg- did the need for our knowledge and announced with the purpose of escalat-
ment, and also here the collaboration services. We continued to win projects ing COWI's ambitions in the internation-
with Arkitema gained solid momentum throughout the year, and despite the al market within transportation and wind
during the year. The financial result was, uneven distribution across business energy, as well as furthering growth in
however, negatively affected by the units, we still had an acceptable the UK and North America. In light of
costs related to the settlement of three backlog. While the backlog for Bridges the new focus on international growth,
disputes. The growing business volume was challenged, Tunnels geared up the former Business Line BTM was
resulted in Business Line Norway for projects like the Fehmarn Link renamed Business Line International.
cooperating closely with Business (Denmark and Germany) and Silvertown Former Executive Vice President
Line Denmark to execute a number of (the UK) and could to some extent of Business Line Denmark Michael
MANAGEMENT’S REVIEW 5
Bindseil was appointed Executive Vice down to number 42 (36 in 2018), but pay off as COWI's employer branding
President of Business Line International, we retained our number-one ranking ranking in Norway reached the level
and Henrik Winther was appointed within solid waste and our number-four of premium brands in the Norwegian
Executive Vice President of Business ranking within bridge design. On the market. Our employer brand position in
Line Denmark. positive side, we jumped one place to Sweden also saw significant progress.
number four (number five in 2018) in We experienced increasing competi-
OMAN EFFECT ON RESULTS
Marine and Port Facilities. However, tion for talent in 2019, underlining the
COWI's results for the year continue to
we dropped one place in Health Care necessity of a strong, relevant employer
be negatively affected by costs related
Service Buildings to number nine (eight brand. With the establishment of a new
to the ongoing arbitration in Oman
in 2018) and we were number 11 in talent acquisition team combined with
(DKK 44 million).
Mass Transport and Rails (ten in 2018). employer branding activities, COWI
now has a more solid foundation to
The arbitration case costs are unrelated
attract talent.
to daily operations, and our comments PROCESS AND QUALITY
on the development of our results and PROGRESSING
cash flow in the above sections are thus Operational excellence (OE) is one DEVELOPING LEADERS
related to our performance, excluding of the four enablers identified in our AND EMPLOYEES
these costs. strategy, One Step Ahead, as vehicles In 2019, COWI continued to invest
for achieving our ambitions. In 2019, significant resources into line manage-
In 2018, the COWI-Larsen Joint Venture we continued the journey, focusing on ment and project management training,
submitted its statement of claim, and in achieving improved process maturity, because we consider investment in
2019 the Omani government submitted and OE accelerated the development of leaders an investment in our employees
its statement of defence and counter- processes and tools to improve efficien- and future business.
claim. COWI expects the arbitration to cy, quality and productivity on projects.
be completed in 2022. Furthermore, Group Finance developed COWI Academy provides training in a
common processes and supporting wide range of subjects, among other
tools for business and project control- things business development, negotia-
WORKING AS ONE COWI tion training and project management
ling. This led to less controller time be-
In 2019, the cooperation and sharing (PM). This year, 446 (572 in 2018)
ing spent on repeat reporting and more
of competencies and resources across employees completed the Academy's
time being invested in financial support
business lines and borders in COWI PM courses, including 17 (9 in 2018) of
to project and line managers. Late in
accelerated further through the sec- COWI's top project managers graduat-
the year, COWI in Norway was ISO
tor boards (Transportation, Building, ing from a specialised PM course deal-
9001 certified, completing the journey
Water and Environment, and Energy). ing with highly complex and challenging
for the engineering business lines.
Strategic and practical coordination international projects, which are COWI's
of joint market activities took place in strategic focus.
these boards and winning the E6 Kvål- EMPLOYEE ENGAGEMENT
Melhus road project was an example of REMAINS HIGH Our courses are attended by partici-
the results of such cooperation. COWI's key resource is our employees. pants from all parts of COWI. We firmly
Their competencies, knowledge and believe that meeting customer needs
The competencies of our colleagues in commitment enable us to provide our as One COWI requires relationships
India, Lithuania and Poland are increas- customers with outstanding solutions. across our business. This is why we
ingly being integrated into the business To gauge whether we continue to be an attach great importance to creating
model for all our business lines, ena- attractive workplace, to make sure that learning environments where employees
bling COWI to provide competitive and our leaders provide the support and from across the Group can meet face-
high-quality solutions to our customers, feedback necessary to develop as indi- to-face. In total, 2,748 (2,742 in 2018)
especially within building information viduals and teams, and to identify areas employees, or 41.2 per cent (40.5 per
management (BIM). where we can improve, we conduct an cent in 2018) of COWI employees,
engagement survey every year. More completed one or more instructor-led
Our employees in India, Lithuania than 91 per cent (83 per cent in 2018) courses arranged by COWI Academy.
and Poland now number a total of of all employees took part in the survey
931, making up 13 per cent of the this year, and our overall engagement
ACCELERATING TALENT
Group's employees. score increased to 77 (76 in 2018). The
Our top talent development pro-
industry average score is 76.
gramme, ACCELERATOR, covering
AMONG PEERS all career tracks, gained momentum
Also in 2019, COWI's services were ac- EMPLOYER BRANDING by building on previous experiences
knowledged in the 'Engineering News- ACTIVITIES PAYING OFF from pioneering ACCELERATOR 1.
Record (ENR) Yearly Sourcebook', We continued to invest in and develop We completed the ACCELERATOR 2
which assesses around 150 global de- our employer branding activities in programme at the end of 2019,
sign firms in our industry. COWI moved Scandinavia, and we saw our efforts encompassing an extraordinary group
of 22 ambitious and driven colleagues, We have set the overall target that REMUNERATION OF THE
and we will continue the programme the share of female managers should EXECUTIVE BOARD AND THE
in the coming year. The programme is reflect the share of female employees. BOARD OF DIRECTORS
a business-driven action learning pro- The target for 2020 is a share of female The members of the Board of Directors
gramme with the individual participants managers of at least 25 per cent. In received a fixed annual remuneration
’taking the driver's seat’ for personal 2019, the share of women in manage- determined by comparing remuneration
and professional development based ment was 24 per cent (24 per cent in levels in similar major Danish compa-
on seven core elements: personal 2018). We have not fully achieved the nies. At the annual general meeting,
development plan, on-the-job training, desired progress in this field, and we will it was decided to pay members of
mentoring, growth project, mobility and therefore continue to focus on generat- the Board of Directors an annual
training events. ing a strong field of female candidates remuneration of DKK 220,000. The Vice
via our annual people review process. Chairman receives DKK 440,000 and
the Chairman DKK 660,000.
DIVERSITY REMAINS A CORE
FOCUS AREA – AND CHALLENGE CORPORATE SOCIAL
In 2019, the Board of Directors
It is COWI's ambition that all employees RESPONSIBILITY
received a total remuneration of DKK
should have equal opportunities CSR and particularly sustainability are
3 million, and the Executive Board a
regardless of gender, age, race, religion, part of our vision. In many ways, they
total remuneration of DKK 22 million.
nationality, ethnic and social origin, dis- are integrated in the projects we carry
Remunerations in 2019 were in line
ability, political and sexual orientation. out for our customers.
with COWI's remuneration policy for
COWI views diversity as a competitive
the Board of Directors and Executive
advantage. A breadth in employees On the following pages, we present
Board, which is available
gives us more perspectives to our busi- our business model, our CSR risk
at www.cowi.com.
ness and organisation and a better con- assessment, i.e. the CSR issues linked
tribution to the development of services to the business model, explanations
In conclusion, a warm thank you to our
and solutions valued by society. Today, as to how we apply the mitigating ac-
dedicated and engaged employees,
we number 76 different nationalities tions and, finally, the key performance
who did everything possible to tackle
across all career levels. indicators (KPIs) we use to follow up on
the headwind we faced during the
the various risks. In our Communication
year. To withstand the challenging
It is COWI's ambition that the composi- on Progress towards the UN Global
market conditions, we strengthened
tion of management reflects the diver- Compact, we outline our policies, ac-
our management team and streamlined
sity of our business and markets. tions, results and KPIs within the above
parts of our organisation. We settled
areas of corporate social responsibility.
disputes, withdrew from non-profitable
Specifically, regarding gender diversity, The report is available at
market segments and reduced risks
we renewed our target of having a https://www.cowi.com/about/
significantly. Combined with an
minimum of two female out of six COWI corporate-governance/cop
increased focus on the implementation
board members by 2020. At the end of
of digital tools, that provides us with a
2019, the board had two
robust foundation for delivering on our
female members.
promises and reaching our goals for the
years ahead.
S O C I E TY
› Global/national
economies
› Political trends
CT
MA
› Sustainable
IMPA
RKE
development › Geographies
› COWI’s footprint
TS
› Customers
UE
L
ES
CR IC
EA V
TIO S ER
N
MANAGEMENT’S REVIEW 9
SOCIETY
GLOBAL/NATIONAL ECONOMIES and the POLITICAL ENVIRONMENT constitute the framework conditions for all aspects
of COWI's market presence. The CSR risks presented by the framework are MITIGATED by living COWI's mission and
vision and practising COWI's five values: integrity, respect, independence, professional capacity and freedom. In addition,
navigating a constantly changing political environment calls for a flexible and digitalised organisation which can adapt
quickly to new project conditions.
HOW WE FOLLOW UP
› Management's and employees' knowledge of mission, vision and values is scored in COWI's annual engagement survey.
MARKETS
As a global player in diverse GEOGRAPHIES and with diverse CUSTOMERS, COWI's employees face a number of CSR
risks ranging from their personal safety to the business environment of customers and the customers' CSR approaches.
These risks are MITIGATED by the Executive Board's approval of projects' geographical presence and COWI's safety
organisation. COWI is a signatory of the UN Global Compact and thus the business environment, including corruption, is a
key focal point vis-à-vis customers.
HOW WE FOLLOW UP
› The Executive Board applies the Transparency International Corruption Perception Index to decision-making
on geographical presence.
› Training courses in anti-corruption are mandatory for all COWI employees.
SERVICES
To supply our customers with state-of-the art sustainable solutions, we need to be able to recruit and retain highly
COMPETENT EMPLOYEES and attract strong and responsible PARTNERS. We MITIGATE the risk of losing such
employees through leadership and by creating a great place to work. We MITIGATE the risk of attracting inappropriate
partners through our screening process and by making sure that our code of conduct is upheld.
HOW WE FOLLOW UP
› Every year, we carry out an engagement survey to measure the overall engagement of our employees.
› The type and severity of incidents reported in the Whistleblower system are assessed by the Executive Board and re-
ported to the Board of Directors.
› All training activities in COWI Academy are monitored with regards to content and participants.
VALUE CREATION
COWI's success in the market depends on meeting CUSTOMER REQUIREMENTS and supplying RESPONSIBLE
PROJECT MANAGEMENT. The risk of not living up to customer requirements or being able to incorporate sustainable
quality solutions through diligent management is MITIGATED by ensuring that COWI has a vibrant and strong professional
environment which can provide the high-quality, innovative and sustainable solutions that COWI's customers expect.
Responsible project management entails that quality management is integrated in every phase of project execution,
therefore making up a strong mitigating factor.
HOW WE FOLLOW UP
› Customer satisfaction is followed closely through the Net Promoter Score.
› Quality management is ensured through ISO certification, recertification and regular audits.
IMPACT
COWI's core business is to deliver projects based on the requirements of customers and society at large. Each project has
an impact and can contribute to achievement of the SUSTAINABLE DEVELOPMENT GOALS if designed and realised in an
innovative way. As a business, COWI also makes a footprint in these societies. In 2006, COWI signed the Global Compact.
Since then, we have strived to MITIGATE our impact on society by reducing our footprint and contributing to the SDGs
through actively working with and implementing the COP policies.
HOW WE FOLLOW UP
› COWI projects will be classified according to their relevance and contribution to achieving the SDGs.
› We measure COWI's environmental impact.
Further information about COWI’s business model and CSR risk assessment is available
in the COP Report (Communication on Progress) for 2019.
COWI’S
SERVICES
EBITDA margin
Operating profit/loss excluding depreciation and amortisation x 100
Net turnover
Equity ratio
Equity, end of year x 100
Total assets, end of year
Return on equity
COWI’s share of profit/loss for the year x 100
Average equity
KEY FIGURES
DKK/EUR rate at 31 December 2019 746.97
FINANCIAL RATIOS
EBITDA margin 5.8% 6.7% 7.1% 7.7% 5.7%
Operating margin (EBIT margin) 3.3% 3.9% 4.1% 4.6% 2.5%
Return on invested capital 22.6% 21.9% 20.6% 24.4% 11.1%
Equity ratio 33.7% 34.1% 35.4% 37.5% 34.7%
Return on equity 13.7% 15.1% 12.2% 14.9% 7.5%
Book value per share in DKK 373.0 413.3 437.2 478.9 496.2
AVERAGE NUMBER OF EMPLOYEES 6,311 6,475 6,599 6,691 6,971
FINANCIAL REVIEW
UNSATISFACTORY RESULTS FOR 2019
UNSATISFACTORY RESULTS
FOR 2019 DEVELOPMENT IN NET TURNOVER FROM 2018 TO 2019 PER BUSINESS LINE
COWI's results for 2019 were BUSINESS LINE 2018 2019 GROWTH GROWTH
unsatisfactory, with a net turnover of DKKm DKKm % DKKm
DKK 6,623 million compared to DKK Denmark 2,456 2,427 (1%) (29)
6,203 million in 2018, and an EBIT of Bridge, Tunnel and Marine Structures 1,504 1,473 (2%) (30)
DKK 169 million compared to DKK Norway 1,283 1,312 2% 29
283 in 2018. COWI's EBIT margin was
Sweden 1,021 1,009 (1%) (12)
2.5 per cent as opposed to 4.6 per cent
Arkitema* 0 440 - 440
in 2018. The operating cash flow of
DKK 341 million compared to DKK 343 Other (60) (38) - 22
INTERNAL CONTROL AND RISK primarily work in progress, claims and control of financial reporting such as the
MANAGEMENT SYSTEMS tax liabilities concerning branches and policy on project budgeting – to finance
Internal control and risk management permanent establishments abroad. employees and other relevant employ-
systems in connection with the financial ees on the Group’s corporate portal.
reporting procedures are
CONTROL ACTIVITIES
described below.
The aim of the control activities is to MONITORING
prevent, discover and correct any errors COWI uses a management control sys-
CONTROL ENVIRONMENT and irregularities. The activities are tem to monitor the company’s results,
Responsibility and authorities are de- integrated in COWI’s accounting and and this makes it possible at an early
fined in the Board of Directors’ instruc- reporting procedures and include, e.g., stage to identify and correct any errors
tions to the Executive Board and adopt- procedures for certification, authorisa- and irregularities in the presentation
ed policies. The Board of Directors tion, approval, reconciliation, analysis of the financial statements, including
approves COWI’s communication and of results, segregation of incompatible disclosed weaknesses in the internal
financial risk management policies, as duties, controls concerning IT applica- controls, any non-compliance with
well as the company’s risk manage- tions and general IT controls. COWI has procedures, policies etc.
ment. The Executive Board approves all standards for internal control, i.e. stand-
other policies and procedures, and the ards for control activities concerning the Compliance with the Group’s account-
responsible functions issue guidelines presentation of financial statements. ing policies is monitored on an ongoing
and monitor the use of all policies and basis at group and company level.
procedures. Systems are in place to
INFORMATION AND
ensure adequate segregation of duties
COMMUNICATION
in the Finance department.
COWI maintains information and com-
munication systems to ensure that the
The organisational structure and internal
presentation of the financial statements
guidelines form the control environment.
is accurate and complete. The Group’s
accounting rules and procedures for the
RISK ASSESSMENT presentation of the financial statements
There is a relatively higher risk of error are set out in specifications and instruc-
for the items in the financial state- tions. Accounting and other reporting
ments that are based on estimates or instructions, including procedures for
generated through complex processes, budgets and monthly financial state-
compared to other items. A detailed ments, are updated as needed. They
risk assessment with the purpose of are available – together with other
identifying these items and specifying policies which are relevant for internal
the scope of the attached risks is coor-
dinated by the Group’s internal control
function. The high-risk items include
OUTLOOK FOR 2020
2020 will be the final year of in 2019, such as Lynetteholmen, the public construction segment to develop
Copenhagen Airport Terminal 3 expan- positively. The outlook for infrastructure
our One Step Ahead strategy
sion and Nykobing Falster Hospital won and industry remains robust with invest-
and the key focus will be to together with Arkitema, underline the ments in both new projects and main-
achieve our strategic goals continuous need for COWI's services, tenance of existing infrastructure and
despite uncertainty on the even when facing tougher market facilities. Investments are particularly
global scene. conditions in 2020. concentrated within railways, water and
process industry, and COWI continues
Compared to last year, a combination of In Norway, the economic growth to participate in projects such as
macroeconomic events, increased un- is expected to continue its strong Oxelösunds Harbour and has recently
certainty and geopolitical tension in our momentum in 2020, mainly driven by won Masthuggskajen in Gothenburg.
markets has dampened the economic the oil sector. A moderate correction is Overall, the outlook for the Swedish
outlook and sets the stage for a gen- expected for residential buildings, but market is sound going forward.
eral economic slowdown with delayed we expect a continued increase in com-
investment decisions. However, we still mercial and public buildings – especially Our UK business continues to be af-
see a strong demand for consulting hospitals – where COWI and Arkitema fected by the uncertainties surrounding
engineering services driven by global are well positioned for future opportuni- the effects of Brexit and the current
megatrends such as sustainability and ties. In line with previous years, we see situation makes it difficult to assess the
urbanisation. Overall, we expect the a very strong outlook for infrastructure, underlying strength of the economy.
demand in our key markets to remain especially within roads and railways As a result, the construction sector
strong, but the period of high growth is due to significant public investments. was also adversely affected in 2019.
coming to an end. COWI's recent project wins – the However, assuming an orderly exit from
Bergen-Fløen Railway and the E6 the European Union, we expect a slight
We expect the Danish economy to Kvål-Melhus section – highlight that economic growth in 2020. Furthermore,
grow at a slower pace than last year. we are well positioned to benefit from the UK infrastructure pipeline, especially
The unemployment rate is at a very these investments within infrastructure. within roads and railways, is robust and
low level, but the economic outlook is Overall, we foresee a continued organic backed by reliable funding. COWI still
more uncertain. The general construc- growth in our Norwegian business. considers the UK to be a market with
tion outlook is more moderate, and positive development and expects to
for residential construction, we expect Growth in the Swedish economy damp- benefit from the increasing infrastructure
a decline in activity, but from a high ened in 2019, and the economic growth investments.
level, while we still foresee growth in outlook remains sluggish for 2020.
commercial construction. We expect Growth in the residential segment has In North America, the 2020 outlook
infrastructure investments to stay at the slowed down significantly, in particular remains positive, driven by economic
same low level as in 2019, but with a within the Stockholm region, but we ex- growth in both the USA and Canada.
more positive long-term outlook driven pect some major COWI/Arkitema wins In these markets, the construction
by large-scale projects such as the to materialize in 2020. On the other outlook is particularly positive for
Fehmarn Belt tunnel. Major project wins hand, we expect the commercial and our bridge, tunnel, marine and wind
MANAGEMENT’S REVIEW 19
offerings as infrastructure investments COWI's services contribute to the 2020 LOOKS PROMISING
and maintenance continue to be a key fulfilment of several of the UN's 17 The outlook for 2020 is promising. Our
driver of growth in the coming years. sustainable development goals (SDGs). order backlog has never been stronger,
The outlook for North America is bright, However, the Executive Board finds and the underlying business in Norway
but uncertainties remain as to how and that we play a special role in relation to and Denmark is doing well. The green
when the infrastructure investment plan five SDGs: transition is also expected to have a
initiated by the US President positive impact on our business. We still
will materialise. › No. 6: Clean Water and Sanitation face uncertainty on the global political
› No. 7: Affordable and Clean Energy scene, though, with potential negative
Across COWI's markets in the Middle › No. 9: Industry Innovation effects on trade and economy. For
East and Asia, our business within and Infrastructure instance, we do not yet know what the
bridges, ports, airports and mass transit › No. 11: Sustainable Cities real consequences of Brexit will be.
are expected to continue benefitting and Communities
from urbanisation trends in combination › No. 13: Climate Action. In 2020, we expect modest organic
with fairly stable economic outlooks. In growth and positive development in our
addition, a positive trend in oil prices Particularly SDG no. 11, Sustainable operational profit. However, the profit
in 2019 may increase the investment Cities and Communities, encompasses will continue to be negatively affected
appetite in Middle East economies. so much of what we do and what we by the arbitration proceedings in Oman.
However, we have decided to scale want to achieve. Therefore, working
down our presence in the Middle East with the SDGs will take priority in our
due to the financial risks involved in focus and communication.
entering into projects in this area.
We are strongly committed to working
with these SDGs in a credible and
SUSTAINABLE
sustainable manner that benefits
DEVELOPMENT GOALS
customers, society and our business.
In 2006, COWI acceded to the UN
In 2020, we will invest time and
Global Compact as a natural conse-
energy in analysing, developing and
quence of COWI's DNA, values and vi-
communicating our contribution to the
sion: To create coherence in tomorrow's
fulfilment of the SDGs in our projects
sustainable societies.
and operations.
COWI HOLDING A/S
CONSOLIDATED
FINANCIAL
STATEMENTS
2019
FINANCIAL STATEMENTS 21
BALANCE SHEET
SHARE TREASURY RETAINED
DKK ‘000 CAPITAL SHARES EARNINGS DIVIDEND TOTAL
EQUITY AT 1 JANUARY 2018 282,201 (2,733) 889,328 53,099 1,221,895
Distributed dividend (53,099) (53,099)
Profit for the year 190,362 190,362
Foreign exchange adjustment, foreign subsidiaries (16,738) (16,738)
Other adjustments (1,152) (1,152)
Value adjustment of hedging instruments (2,940) (2,940)
Purchase of treasury shares (93) (304) (397)
Proposed dividend (58,669) 58,669 0
EQUITY AT 1 JANUARY 2019 282,201 (2,826) 999,887 58,669 1,337,931
The cash flow statement cannot be directly derived from the balance sheet and the profit and loss account.
NOTES FOR THE COWI GROUP
The 2019 annual report of COWI Holding A/S has been prepared in accordance with the provisions of the Danish Financial
Statements Act for large enterprises in reporting class C.
The general accounting policies applied in the Group and parent financial statements are described below, while the remaining policies
are described in the notes to which they relate. The annual accounts have been prepared according to the same accounting policies
as last year.
Assets are recognised in the balance sheet when it is probable that future economic benefits will flow to the company, and the value
of the asset can be measured reliably.
Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the company and the
value of the liability can be measured reliably. On initial recognition, assets and liabilities are measured at cost. Subsequently, assets
and liabilities are measured as described for each individual item below.
Certain financial assets and liabilities are measured at amortised cost to achieve a constant effective interest rate over the life of the
asset or liability. Amortised cost is stated as original cost less any repayments plus or minus the cumulative amortisation of any
difference between cost and nominal amount. In this way, capital losses and gains are amortised over the life of the asset or liability.
Recognition and measurement take into consideration anticipated losses and risks that arise before the time of presentation of the
annual report and that confirm or invalidate affairs and conditions existing at the balance sheet date.
The functional currency is Danish kroner (DKK). All other currencies are considered foreign currency.
CONSOLIDATION POLICY
The consolidated financial statements include the parent company, COWI Holding A/S, as well as enterprises in which the parent
company directly or indirectly holds the majority of the voting rights or in which the parent company through its shareholding or
otherwise exercises a controlling interest.
Enterprises in which the Group holds between 20 and 50 per cent of the voting rights and exercises a significant, but not controlling
interest are treated as associates.
On consolidation, items of a uniform nature will be combined. Intercompany income and expenses, shareholdings, dividends and
balances as well as realised and unrealised gains and losses on transactions between consolidated enterprises have been eliminated.
The financial statements included in the Group’s annual report have been prepared in accordance with group accounting policies. The
Group’s annual report has been prepared on the basis of the financial statements of COWI Holding A/S and its subsidiaries by
combining items of a uniform nature. Investments in subsidiaries are eliminated at the relevant proportion of the net asset value of the
subsidiaries at the time of acquisition. On acquisition of new enterprises, any differences between the acquisition cost and the net
asset value of the enterprise acquired are stated at the time of acquisition after adjusting the individual assets and liabilities at fair value
(the purchase method) and allowing for recognition of any reconstruction provisions in respect of the enterprise acquired. Any
remaining positive differences are recognised in the balance sheet under intangible assets as group goodwill and amortised on a
straight-line basis over the expected economic life. Any negative differences are recognised in the proffit and loss account as incurred.
Goodwill from acquired enterprises is adjusted as a result of changes in recognition and measurement of net assets for a period
shorter than a full financial year following the time of acquisition. Intercompany purchases and reconstruction are stated and presented
according to the uniting-of-interests method.
TRANSLATION POLICIES
Transactions in foreign currencies are translated by applying standard rates approximating the foreign exchange rates ruling at the
transaction dates. Exchange differences arising between the exchange rates ruling at the transaction date and the rates prevailing at
the date of payment are recognised in the profit and loss account as financial income or financial expenses.
Accounts receivable and payable and other monetary items in foreign currencies are translated at the exchange rates ruling at the
balance sheet date. Unrealised exchange gains or losses arising from differences between the exchange rates ruling at the balance
sheet date and the rates prevailing at the time when the receivable or payable arises are recognised in the profit and loss account
under financial income or expenses. Non-current assets acquired in foreign currencies are translated at the rates ruling at the
transaction date. On recognition of foreign subsidiaries and associates that are separate legal entities, profit and loss accounts are
FINANCIAL STATEMENTS 27
translated at monthly average exchange rates, and balance sheet items are translated at the exchange rates ruling at the balance
sheet date. Exchange differences arising on translation of the opening equity of foreign subsidiaries at the exchange rates ruling at the
balance sheet date and on translation of profit and loss accounts from average exchange rates to the rates ruling at the balance sheet
date are recognised directly in equity. On recognition of foreign subsidiaries that are integrated entities, monetary items are translated
at the exchange rates ruling at the balance sheet date. Non-monetary items are translated at the rates prevailing at the time of
acquisition or at the time of any subsequent revaluation or write-down for impairment of the asset.
Profit and loss account items are translated at the exchange rates ruling at the transaction date; however, items derived from non-
monetary items are translated at historical rates for the nonmonetary item.
Exchange adjustments of intercompany balances and transactions with foreign subsidiaries that are considered additions to or
deductions from the equity of separate subsidiaries are recognised directly in equity. Similarly, exchange gains and losses on loans and
derivative financial instruments contracted for hedging purposes by separate foreign subsidiaries are recognised directly in equity.
EXTERNAL EXPENSES
External expenses include administrative expenses, office expenses, marketing expenses as well as other expenses.
RECEIVABLES
Receivables are measured at the lower of amortised cost and net realisable value corresponding to the nominal value of write-downs
for bad and doubtful debts.
Write-downs for bad and doubtful debts are calculated on the basis of an individual assessment of each receivable, and an additional
general provision is made in respect of trade accounts receivable.
EQUITY
RESERVE FOR EQUITY METHOD
In the parent company, the net revaluation reserve according to the equity method includes net revaluation of investments in
subsidiaries relative to cost. The reserve can be eliminated in case of losses, realisation of investment or a change in accounting
policies. The reserve cannot be recognised with a negative amount.
DIVIDENDS
Dividends expected to be distributed for the year are recorded in a separate item under equity.
ACCOUNTING POLICIES
Information is provided on COWI's net turnover and own production, broken down on business areas and business lines.
The information is based on the Group’s internal financial reporting system.
Net turnover is determined on the basis of the selling price of work performed for the year. As the completion of the individual projects
generally progresses over several accounting periods, the percentage-of-completion method is applied for turnover recognition.
Accordingly, profits on work performed are recognised as income and in proportion to the stage of completion.
Project expenses include expenses directly attributable to projects, excluding salaries and including travel expenses, external
expenses as well as other expenses.
Below, the Group's net turnover is distributed on the following business areas as well as business lines, based on the Group's internal
financial reporting:
ACCOUNTING POLICIES
The fair value of short-term incentive schemes for the Executive Board and Group Management Board are recognised in
“Remuneration, Executive Board” in the note “Employee expenses” and a liability is recognised.
The long-term incentive schemes where the company uses own shares as bonus payment are not recognized in the annual report.
Remuneration to former Executive Board members and partners also includes pensions paid in connection with defined benefit plans.
The Executive Board and the Group Management Board are granted performance share units annually. The value of performance
share units granted is calculated as a percentage of the members’ base salary, depending on their role and the Group’s performance.
Ownership of shares will pass to members only provided the performance share units vest. Performance share units vest three years
from the date of granting. However, no bonus was achieved through long-term incentive plan in 2019.
Number of employees
Average number of employees 6,971 6,691
Number of employees at 31 December 7,171 6,770
ACCOUNTING POLICIES
Amortisation and depreciation for the year are recognised based on the amortisation and depreciations profiles of the underlying
assets. Reference is made to note 10 and 11 respectively.
ACCOUNTING POLICIES
Other operating income includes items of a secondary nature compared with the company’s core activities, including compensation
as well as profits from the disposal of non-current assets etc.
ACCOUNTING POLICIES
Other operating expenses include items of a secondary nature compared with the company’s core activities, including removal
expenses, compensations as well as losses from the disposal of non-current assets etc.
ACCOUNTING POLICIES
Financial income includes interest income, realised and unrealised foreign exchange adjustments and value adjustments on securities.
ACCOUNTING POLICIES
Financial expenses include interest, financial expenses related to finance leases, realised and unrealised foreign exchange adjustments,
value adjustments on securities as well as amortisation of long-term receivables.
ACCOUNTING POLICIES
The company is jointly taxed with the consolidated enterprises including foreign subsidiaries.
COWI Holding A/S is the management company. The total Danish tax on the subsidiaries’ taxable income is paid by COWI Holding
A/S. The tax effect of the joint taxation with the subsidiaries is distributed on the profit and loss-making enterprises in proportion to
their taxable profits (full allocation with refund concerning tax losses).
Income tax for the year, consisting of current tax and deferred tax for the year, is recognised in the profit and loss account with the
share attributable to profit for the year, and is recognised directly in equity with the share attributable to entries recognised directly in
equity. Current tax liabilities and current tax receivables are recognised net in the balance sheet as tax computed on taxable income
for the year adjusted for tax on taxable income for previous years. Deferred tax is accounted for using the balance sheet liability
method in respect of all temporary differences between accounting and tax values of assets and liabilities. However, no provision is
made for deferred tax on temporary differences arising from amortisation of goodwill disallowed for tax purposes as well as other
items, apart from acquisition of enterprises, where temporary differences have arisen at the time of acquisition without any effect on
financial results or the taxable income.
Current tax and withholding taxes, foreign project offices (19,199) (13,476)
Tax effect from:
Amortisation of goodwill disallowed for tax purposes (13,237) (12,371)
Other expenses/other income disallowed for tax purposes 881 (4,956)
Difference tax percentage, deferred tax/current tax (290) (4,890)
Tax adjustment in respect of prior periods, current tax (14,777) (7,226)
Tax adjustment in respect of prior periods, deferred tax 17,319 17,833
(70,778) (88,502)
ACCOUNTING POLICIES
GOODWILL
Goodwill is amortised over the estimated economic life determined on the basis of the management’s experience with the individual
business lines and the individual case in connection with the acquired enterprises. The economic life of goodwill is estimated based on
an assessment of the market position and strength of the brand or operation and thus the estimated expected earnings profile.
Acquired enterprises in both a new market and new service/segment with a strong market position and an expected long earnings
profile have an estimated economic life of 20 years and are thus amortised over a period of 20 years.
Acquired enterprises in both an existing market and existing service/segment that have a strong market position are estimated to have
an economic life of 15 years and are thus amortised over a period of 15 years.
Acquired enterprises in both an existing market and existing service/segment that do not have a strong market position are estimated
to have an economic life of ten years and are thus amortised over a period of ten years.
Small acquired enterprises are estimated to have an economic life of three years and are thus amortised over a period of three years.
OWN-DEVELOPED PRODUCTS
Own-developed products that are clearly defined and identifiable, where the technical utilisation rate, sufficient resources and a
potential future market or development opportunity in the enterprise can be verified and where the intention is to market or use the
project, are recognised as intangible assets. This applies if there is sufficient evidence that the value in use of future earnings can
cover the expenses involved. Own-developed products that do not meet the criteria for recognition in the balance sheet are
recognised as expenses in the profit and loss account as incurred. Own-developed products include salaries, amortisation and other
expenses that are directly or indirectly attributable to the company’s development activities. Capitalised own-developed products are
measured at the lower of cost, less accumulated amortisation and impairment losses, and the recoverable amount.
On completion of the development work, own-developed products are amortised on a straight-line basis over the period in which the
work is expected to generate economic benefits. The amortisation period is two to five years.
Licenses include software licenses which are amortised over the contract period.
The recoverable amount of the asset is determined as the higher of the net selling price and the value in use. Where it is not possible
to determine the recoverable amount of the individual asset, the impairment requirement is assessed in respect of the smallest group
of assets for which it is possible to determine the recoverable amount. Value in use is determined at the present value of the
discounted future net cash flow from the group of assets to which it relates.
FINANCIAL STATEMENTS 33
Own- Intangible
Software and developed assets
DKK '000 Goodwill licences products in progress Total
Cost at 1 January 2019 1,172,901 244,784 35,527 4,975 1,458,187
Value adjustment (2,085) 566 11 0 (1,508)
Additions from acquisitions of enterprises 0 21,361 0 0 21,361
Additions 346,316 27,522 1,193 10,947 385,978
Disposals (4,772) (57,031) (15,953) 0 (77,756)
Cost at 31 December 2019 1,512,360 237,202 20,778 15,922 1,786,262
Amortisation and impairment losses at 1 January 2019 604,505 180,395 28,030 - 812,930
Value adjustment 875 515 12 - 1,402
Additions from acquisitions of enterprises 0 18,714 0 - 18,714
Amortisation and impairment losses 91,534 38,959 3,785 - 134,278
Disposals (4,772) (57,031) (15,953) - (77,756)
Amortisation and impairment losses at 31 December 2019 692,142 181,552 15,874 - 889,568
Development projects concern the development of mapping products (update of map data: images and height survey data including
Streetview), as well as the development of the existing ERP system, Maconomy.
Since the mapping products are produced every two years to ensure that customers are offered updated products, their economic life is
estimated at two years, after which the products are replaced by updated versions.
In 2019, the development of the ERP system concerned a large upgrade of the system as well as roll-out of Cockpit in COWI North America,
COWI Lietuva UAB, COWI Limited and COWI Mozambique Lda. Regular software updates are expected, resulting in an estimated economic
life of these projects of 84 months. The ERP system is only used internally in COWI.
NOTE 11 TANGIBLE ASSETS
ACCOUNTING POLICIES
LAND AND BUILDINGS
Land is measured at cost and is not depreciated. Buildings are measured at cost less accumulated depreciation and impairment
losses and depreciated on a straight-line basis over 50 years.
Special installations in buildings are depreciated on a straight-line basis over 10–15 years.
Aircraft are also included and measured at cost less accumulated depreciation and impairment losses and depreciated on a straight-
line basis over 20 years.
On completion of the development work, property, plant and equipment in progress are depreciated on a straight-line basis along with
technical installations, operating and other equipment.
The capitalised residual lease obligation is recognised in the balance sheet as debt under liabilities, and the interest element on the
lease payment is charged to the profit and loss account as incurred.
All other leases are considered to be operating leases. Lease payments under operating leases are recognised in the profit and loss
account over the term of the lease.
The cost of a total asset is divided into separate components which are depreciated separately if the useful life of the individual
components is different.
The basis of depreciation is determined by considering the asset’s residual value after the end of the useful life of the asset, less any
write-downs. The depreciation period and the residual value are determined at the acquisition date and reassessed annually. If the
residual value exceeds the asset’s book value, the depreciation discontinues.
Profit or loss deriving from the sales of tangible fixed assets is measured as the difference between the sales price reduced by the
selling costs and the book value at the time of the sale. Profit or loss is recognised in the profit and loss account under other operating
income or other operating expenses, respectively.
ACCOUNTING POLICIES
Investments in associates are recognised using the equity method so that the carrying amount of the investments constitutes the
Group’s proportional share of the assets of the enterprises. Profit after tax of investments in associates has been recognised as a
separate line in the profit and loss account. Associates with negative net asset value are included without any value. Where the Group
has a legal or constructive obligation to cover the associate’s negative balance, the obligation is recognised under liabilities.
Name of associate Home Ownership Capital
(‘000)
COWI A/S’s (Denmark) investments in associate:
CAT Alliance Ltd. UK 33% GBP 100
ACCOUNTING POLICIES
Other investments and securities include bonds and shares measured at fair value at the balance sheet date. Listed securities are
measured at the official market price at the balance sheet date. Unlisted securities are measured at selling price based on a calculated
value in use.
Other invest-
Investments in ments and
DKK ‘000 associates securities Deposits Total
Cost at 1 January 2019 5,215 263 44,646 50,124
Foreign exchange adjustments 104 3 284 391
Additions from acquisitions of enterprises 0 1,809 7,993 9,802
Additions 28 4,995 4,107 9,130
Disposals 0 0 (3,058) (3,058)
Costs at 31 December 2019 5,347 7,070 53,972 66,389
ACCOUNTING POLICIES
Contract work in progress is recognised in the balance sheet net of amounts invoiced on account.
Gross work in progress is measured at the selling price of the work performed. The selling price is stated in proportion to the stage of
completion at the balance sheet date and the total expected profit on the individual projects (the percentage-of-completion method).
Under this principle, the expected profit on the individual projects is recognised in the profit and loss account on a continuing basis by
reference to the stage of completion.
The stage of completion is measured by reference to the proportion that project expenses (in hours) incurred for work performed to
date bear to the estimated total project expenses (in hours). Where total project expenses are likely to exceed the total turnover from
a project, the expected loss is recognised as an expense in the profit and loss account. The share of work in progress etc. performed
in working partnerships is included in work in progress.
COWI is a party to a number of working partnerships and joint operations and has assumed joint and several liability for the liabilities of
the working partnerships and joint operations. It is primarily the Group's Danish subsidiary, COWI A/S, which participates in joint
operations as the lead partner.
FINANCIAL STATEMENTS 37
ACCOUNTING POLICIES
Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences between accounting and
tax values of assets and liabilities. However, no provision is made for deferred tax on temporary differences arising from amortisation
of goodwill disallowed for tax purposes as well as other items, apart from acquisition of enterprises, where temporary differences have
arisen at the time of acquisition without any effect on financial results or the taxable income.
In cases where the tax base can be determined according to alternative tax rules, deferred tax is recognised on the basis of the
planned use of the asset or settlement of the liability, respectively. Deferred tax assets, including the tax base of tax loss carryforwards,
are recognised at the value at which they are expected to be utilised, either by elimination in tax on future earnings or by set-off
against deferred tax liabilities. Deferred tax assets and liabilities are set off within the same legal tax entity. Adjustment of deferred tax
is made concerning elimination of unrealised intercompany gains and losses. Deferred tax is measured on the basis of the tax rules
and tax rates legally effective in the respective countries at the balance sheet date when the deferred tax is expected to crystallise as
current tax. Any changes in deferred tax as a consequence of amendments to tax rates are recognised in the profit and loss account.
As part of international joint taxation, the retaxation liability is recognised at the full retaxation amount or the limited retaxation amount,
whichever is smaller, based on the profit expected to be achieved by the sale of assets and debt at market values on cessation of the
joint taxation. Furthermore, provision is not made for retaxation of deficits from permanent establishments where the deficit is expect-
ed to be reearned through current operation.
As of 31 December 2019, the Group recognized tax assets worth a total of DKK 29.1 million. The tax assets are made up of deferrable
tax losses of DKK 9.7 million and unused tax deductions by way of timing differences.
On the basis of future budgets, the management considers it likely that future taxable income will be available, and there is no doubt
that unused tax losses and unused tax deductions can be used.
NOTE 16 PREPAYMENTS
ACCOUNTING POLICIES
End-of-period adjustments required by accrual accounting and recognised as prepayments under assets include payments made in
respect of subsequent financial years, typically prepaid rent, insurance premiums, subscriptions etc.
ACCOUNTING POLICIES
Marketable securities include listed bonds and shares measured at fair value at the balance sheet date. Listed securities are
measured at market price. Unlisted securities are measured at selling price based on a calculated value in use.
Each class A share of DKK 100 carries ten votes, whereas each class B share of DKK 100 carries one vote. All class A shares are held
by COWIfonden (the COWI Foundation), the class B shares may be held by COWIfonden and employees and will as a main rule be
sold back to the company within three years when the employee leaves the company.
DKK ‘000 2019 2018 2017 2016 2015
Specification of movements in share capital:
Share capital at 1 January 282,201 282,201 282,201 282,201 283,000
Capital increase 4,393 0 0 0 0
Capital decrease 0 0 0 0 (799)
Share capital at 31 December 286,594 282,201 282,201 282,201 282,201
FINANCIAL STATEMENTS 39
ACCOUNTING POLICIES
Treasury shares are defined as COWI Holding A/S shares owned by COWI Group. Purchase and sales amounts for treasury shares
are recognised directly in equity.
Treasury shares consist of B shares with a nominel value of DKK 18,588 thousand. Additions for the year are due to the Group's
repurchasing of shares under the Group's employee programme and from COWIfonden.
ACCOUNTING POLICIES
The Group’s Swedish subsidiary, COWI AB, has entered into a defined benefit plan, but as the pension fund cannot determine the
current net pension obligation, the plan has been recognised as an ordinary defined contribution plan. So, the costs are expensed
when payment requests are received from the pension fund. This procedure is in compliance with generally accepted accounting
principles, including IFRS.
The Group’s Danish subsidiary, COWI A/S, has made commitments to provide a number of former executive employees with defined
benefit plans. These pension commitments are recognised concurrently with the pension benefits being earned. The calculation of the
pension commitment is based on an actuarial calculation.
ACCOUNTING POLICIES
Provisions are recognised when, as a consequence of an event before or on the balance sheet date, the Group has a legal or
constructive obligation and it is probable that economic benefits must be sacrificed to settle the obligation. Other provisions include
potential legal obligations etc. on completed projects.
ACCOUNTING POLICIES
Fixed-rate loans and loans from credit institutions intended to be held to maturity are recognised initially at the proceeds received net
of transaction expenses incurred. In subsequent periods, borrowings are stated at amortised cost corresponding to the capitalised
value using the effective interest method: The difference between the proceeds and the nominal value (the capital loss) is recognised
in the profit and loss account over the term of the loan. Other accounts payable are measured at amortised cost, materially
corresponding to nominal value.
ACCOUNTING POLICIES
Other accounts payable are measured at amortised cost, materially corresponding to nominal value.
ACCOUNTING POLICIES
Derivative financial instruments are initially recognised in the balance sheet at cost and subsequently remeasured at their fair value.
Positive and negative fair values of derivative financial instruments are included in prepayments under assets and in other accounts
payable under liabilities, respectively.
Changes in the fair value of derivative financial instruments that are designated and qualify as fair value hedges of a recognised asset
or liability are recognised in the profit and loss account together with any changes arising in the fair value of the hedged asset or the
hedged liability.
Changes in the fair value of derivative financial instruments that are designated as and qualify as future asset and liability hedges are
recognised in prepayments/other accounts payable or equity, respectively. Where the forecast transaction results in the recognition of
an asset or a liability, amounts that have been deferred in equity are transferred from equity and included in the cost of the asset or
the liability, respectively. Where the forecast transaction results in income or expenses, amounts that have been deferred in equity are
transferred to the profit and loss account in the period during which the hedged item affects the profit and loss account.
Changes in the fair value of any derivative financial instruments that do not qualify for hedge accounting are recognised on a
continuing basis in the profit and loss account.
Agreements have been made on derivative financial instruments in the form of currency forward contracts. On the balance sheet day,
the total fair market value of the derivative financial instruments are:
Currency forward contracts are entered into in order to hedge selected balance sheet items and part of the expected future cash flow.
The total fair market value of the derivative financial instruments is a negative DKK 15,268 thousand. The duration of the currency
forward contracts are between 0 and 18 months.
The Group hedges large projects with currency exposure. Besides the project-based balance sheet items stated above, a part of
expected future cash flow is hedged. In total DKK 35.4 million of future cash flow was hedged as of 31 December 2019. The fair
market value thereof was a negative DKK 2.4 million. The loss is recognised in the equity.
NOTE 26 CONTINGENCIES AND OTHER FINANCIAL COMMITMENTS
Rental commitments
Rental commitments in the period of termination due after less than one year 157,479 183,858
Rental commitments in the period of termination falling due later than
one year and not later than five years 487,155 553,506
Rental commitments in the period of termination due after more than five years 112,302 227,087
Rental commitments in total 756,936 964,451
By virtue of its business operations, the COWI Group is a party to legal disputes that can be expected in the course of its business
operations. The management keeps all such involvement under constant review and makes provisions accordingly.
MAJOR CLAIMS
The COWI Group is regularly involved in both major and minor legal processes and disputes, and there is a risk that pronouncement of
judgments and/or rulings, including imposition of liability to pay damages, fines etc., may have a negative impact on the COWI
Group's business, results, cash flows and financial position.
BABCOCK & WILCOX VØLUND A/S AND BWL ENERGY (TEESIDE) LIMITED (UK)
In 2019, Babcock & Wilcox Vølund A/S and BWL Energy (Teeside) Limited filed a statement of claim against COWI A/S to the Danish
Institute of Arbitration, raising a substantial claim. The claim is related to engineering services provided by Bascon A/S – now COWI
A/S – in connection with the construction of three biomass power plants in the UK. However, the obtained external legal assessment
finds that Babcock & Wilcox Vølund A/S and BWL Energy (Teeside) Limited will face serious difficulties in succeeding with their
arguments since it is profoundly based on disregarding the agreed limitation of liability (liability cap) of DKK 20.8 million, just as
Babcock & Wilcox Vølund A/S and BWL Energy (Teeside) Limited have until now not provided sufficient evidence to support their claim.
FINANCIAL STATEMENTS 43
For guarantees, the following assets have been provided as security to credit institutions:
Cash at a carrying amount of 3,666 1,662
Securities at a carrying amount of 163,322 158,400
Total securities 166,988 160,062
COWIs securities to credit institutions in cash and securities can be terminated by the company from day to day.
The Group operates a share ownership programme for present and former employees, and the Group is under a duty to repurchase the
employee shares at book value per share. As at 31 December 2019, the employees hold shares at a nominal value of DKK 47.7 million.
COWIfonden has signed a letter of indemnity in favour of the Group in order that the Group shall be able to honour its duty to repurchase
employee shares at book value per share at any time.
As part of a joint operation, COWI A/S has signed a consultancy agreement with a customer. The consultancy agreement requires each joint
operation member, including COWI A/S, at the customer's request, to provide a parent company guarantee. If such guarantee is requested,
it must cover each joint operation member's obligations towards the customer. As the parent company of COWI A/S, this contingent
obligation for a parent company guarantee is imposed on COWI Holding A/S.
COWIfonden (the COWI Foundation) owns all A shares in COWI Holding A/S and exercises a controlling influence on the company.
No other shareholders own more than five per cent of the shares.
COWIfonden does not carry out any independent business, and no material transactions are conducted between COWIfonden and
the company.
Apart from usual intercompany transactions and usual management remuneration, no transactions were made during the year with the
Board of Directors, the Executive Board, managerial employees, principal shareholders, subsidiaries or other related parties. Transactions
with related parties at arm's length has not been disclosed in accordance with section 98 C(7) of the Danish Financial Statements Act.
NOTE 28 THE BOARD OF DIRECTORS AND THE EXECUTIVE BOARD
The company’s directors and members of the Executive Board own the following nominal shareholdings in COWI Holding A/S and,
at the end of the financial year, held the following directorships and executive functions in companies other than consolidated
COWI enterprises:
Directorships and executive Shares in COWI Holding A/S,
Board of Directors positions in other companies nominal holding
Jukka Pertola, Vice Chairman Akademiet for de Tekniske Videnskaber (CB) 200,000
Siemens Gamesa Renewable Energy A/S (CB)
GomSpace A/S (CB)
GomSpace Group AB (CB)
Asetek A/S (CB)
Industriens Pensionsforsikring A/S (MB)
IoT Denmark A/S (CB)
Tryg A/S (CB)
Tryg Forsikring A/S (CB)
Monsenso A/S (CB)
Henriette Hallberg Thygesen A.P. Møller - Mærsk A/S (CEO of Fleet & Strategic Brands,
Executive Vice President and member of the Executive Board)
Damco (CB)
Maersk Supply Service (CB)
Executive Board
Undrawn committed credit facilities at 31 December not including guarantee facilities 339,740 504,544
Financial resources at 31 December 888,329 1,079,620
No events have occured since the balance sheet date that have a material impact on the company's financial
position at 31 December 2019.
NOTE 31 ENTITIES IN THE COWI GROUP
Reserve for
net revaluation
according to
Share Treasury the equity Retained
DKK ‘000 capital shares method earnings Dividend Total
EQUITY AT 1 JANUARY 2018 282,201 (2,733) 0 889,328 53,099 1,221,895
Distributed dividend (53,099) (53,099)
Profit for the year 200,482 (10,120)
190,362
Foreign exchange adjustment, foreign subsidiaries (16,738) (16,738)
Other adjustments (4,092) (4,092)
Purchase of treasury shares (93) (304) (397)
Other transfers (179,652) 179,652 0
Proposed dividend (58,669) 58,669 0
NOTE 1 EXPENSES
If not otherwise stated, the accounting policies for the parent financial statements are equal to the accounting policies described in the
notes for the group financial statements.
Employee expenses
See note 3 to the group financial statements on page 29. The company had three employees during the financial year (2018: three).
Fees to auditors:
DKK ‘000 2019 2018
Fee, statutory audit (64) (63)
Tax consultancy 0 (34)
Services other than audit (19) (76)
Total fees, PricewaterhouseCoopers (83) (173)
Employee expenses:
DKK ‘000 2019 2018
Salaries and wages (18,867) (18,342)
Pensions (3,297) (3,180)
Social security (19) (18)
Employee expenses (22,181) (21,540)
See note 30 to the group financial statements on page 46 for information on investments in subsidiaries.
COWI Holding A/S has signed a letter of intent to a subsidiary not to demand repayment of a DKK 6 million loan, until the subsidiary is
able to generate sufficient cash flow.
For guarantees, the following assets have been provided as security to credit institutions:
Cash at a carrying amount of 2,299 404
Securities at a carrying amount of 163,322 158,400
Total securities 165,621 158,804
COWI Holding's guarantees through cash and securities can be terminated by the company from day to day.
See note 26 to the group financial statements on page 43 for further information on contingencies and other financial commitments.
STATEMENT BY THE Furthermore, we find the overall presenta- In our opinion, the management’s
tion of the financial statements and the review gives a fair presentation of
BOARD OF DIRECTORS consolidated financial statements to be the issues covered and describes
AND THE EXECUTIVE true and fair. In our opinion, the annual the Group’s most material risks and
BOARD report gives a true and fair view of the uncertainties.
Today, the Board of Directors and the Group’s and the parent company’s
Executive Board considered and ap- assets, liabilities, equity, financial position The annual report is recommended for
proved the annual report for the financial and the results of the Group’s and the approval at the annual general meeting.
year 1 January-31 December 2019 of parent company’s activities and the
Kongens Lyngby, 27 February 2020
COWI Holding A/S. The annual report Group’s cash flows for the financial
has been prepared in accordance with year 1 January-31 December 2019 in
the Danish Financial Statements Act. In accordance with the Danish Financial
our opinion, the accounting policies ap- Statements Act.
plied are appropriate and the accounting
estimates made are adequate.
EXECUTIVE BOARD:
BOARD OF DIRECTORS:
BOARD OF DIRECTORS
EXECUTIVE BOARD
BUSINESS SUPPORT
COWI COWI
COWI A/S COWI AS COWI HOLDING AB COWI INVEST A/S
INTERNATIONAL A/S ARCHITECTURE A/S
UGANDA
CANADA NORWAY SOUTH KOREA
COWI Limited
COWI North America Ltd. COWI AS COWI Korea Co., Ltd. › Kampala
› Edmonton, Alberta › Bergen › Seoul (Bundang)
› Halifax, Nova Scotia › Bodø
› North Vancouver, British Columbia › Drammen UNITED KINGDOM
SWEDEN
› Flekkefjord COWI UK Limited
› Frederikstad COWI AB
CHINA › Derby
› Førde › Gothenburg
› Glasgow
COWI Consulting (Beijing) Ltd. Co. › Hamar › Helsingborg
› London
› Beijing › Haugesund › Karlstad
› Uttoxeter
› Hovden › Linköping
› York
› Hønefoss › Luleå
DENMARK › Bristol
› Kongsberg › Malmö
COWI A/S › Skövde
› Esbjerg › Kristiansand
› Stenungsund USA
› Holstebro › Kristiansund
› Larvik › Stockholm COWI North America, Inc.
› Lyngby (head office) › Sundsvall
› Levanger › Braintree, Massachussetts
› Odense › Vänersborg
› Lillehammer › Bridgeport, Connecticut
› Ringsted
› Norheimsund › Florham Park, New Jersey
› Vejle
› Oslo AEC AB › Mount Pleasant, South Carolina
› Aalborg
› Stavanger › Gothenburg › New York, New York
› Aarhus
› Tromsø › Stockholm › Oakland, California
› Trondheim › Uppsala › Seattle, Washington
Arkitema K/S
› Voss › Växjö
› Aarhus
› Copenhagen
Aquateam COWI AS COWI Projektbyrån AB
› Oslo › Stockholm
GERMANY › Uppsala
COWI A/S Hamburg Branch Office
› Hamburg Arkitema Architects AS
› Oslo Arkitema AB
› Stockholm
GREENLAND › Malmö
OMAN
COWI A/S Greenland Branch Office
› Nuuk COWI & Partners LLC
› Muscat TAIWAN
COWI A/S Taiwan Branch
HONG KONG › Taipei
COWI Hong Kong Limited PHILIPPINES
› Hong Kong COWI A/S Philippine Branch
› Makati City, Manila
INDIA
COWI India Private Ltd. POLAND
› Bangalore COWI Polska Sp. z o.o.
› Chennai › Bielsko - Biala
› Delhi (Gurgaon) › Gdansk
› Wroclaw
COMPANY INFORMATION 63
BOARD OF DIRECTORS
STEEN RIISGAARD JUKKA PERTOLA THOMAS STIG PLENBORG HENRIETTE HALLBERG HENRIK ANDERSEN
Chairman Vice Chairman THYGESEN
Born 1951. MSc Born 1960. MSc (Electrical Born 1967. MSc (Economics Born 1971. MSc (Mathematics Born 1964. MSc (Civil and
(Microbiology). On the Board of Engineering). Professional and Business Administration) & Economics) and PhD. Structural Engineering) and
COWI Holding A/S since 2013. board member. On the Board and PhD. Professor at CEO of Fleet & Strategic Senior Project and Market
Independent of COWI. of COWI Holding A/S since Copenhagen Business School. Brands, Executive Vice Director (Transportation
Competencies in compliance 2015. Independent of COWI. On the Board of COWI President and member of the International) at COWI A/S.
with the adopted competency Competencies in compliance Holding A/S since its formation Executive Board, A.P. Møller - On the board of COWI
profile: Corporate governance; with the adopted competency in 2010. Independent of Mærsk A/S. On the Board of Holding since 2018. Not
senior management of profile: Corporate COWI. COWI Holding since 2017. independent of COWI.
global companies; customer governance; financial and risk Competencies in compliance Independent of COWI. Competencies in compliance
relations management; people management experience from with the adopted competency Competencies in compliance with the adopted competency
management in knowledge- global companies; customer profile: Global financial and with the adopted competency profile: Senior management
based companies; M&A or relations management, risk management; operational profile: Corporate governance; of Nordic consultancy
alliance experience; and including sales, marketing excellence in service senior management of companies; customer
business development. and branding; people companies; M&A or alliance global companies; customer relations management
management in knowledge- experience; and business relations management; including sales, marketing
based companies; operational development. people management in and branding; people
excellence in service knowledge-based companies; management in knowledge-
companies; and M&A or operational excellence in based companies;
alliance experience. service companies; business operational excellence in
development; M&A or alliance service companies; financial
experience; global financial management; and business
and risk management. development.
Born 1974. MSc (Civil and Elected by the employees. Born Elected by the employees. Elected by the employees.
Environmental Engineering) 1967. MSc (Civil Engineering) Born 1981. MSc (Landscape Born 1951. BSc (Engineering)
and Senior Vice President and Associate Technical Director Architecture) and R&D Director and Project Manager (Buildings)
(Buildings), COWI AS. With (Transport Infrastructure) at COWI at COWI AS. With COWI since at COWI A/S. With COWI since
COWI since 1998. On the A/S. With COWI since 1992. On 2009. On the Board of COWI 1986. On the board of COWI
Board of COWI Holding A/S the Board of COWI Holding A/S Holding since 2017. Holding since 2017.
since 2019. Not independent since 2014. Competencies in compliance Competencies in compliance
of COWI. Competencies in compliance with the adopted competency with the adopted competency
Competencies in compliance with the adopted competency profile: Corporate governance; profile: Corporate governance;
with the adopted competency profile: Customer relations customer relations management; customer relations
profile: Financial and risk management; people people management in management; people
management; business management in knowledge- knowledge-based companies; management in knowledge-
development and project based companies; M&A or operational excellence in service based companies; and
management; strategy alliance experience; and business companies; and business operational excellence in service
development and development. development. companies.
implementation; cross-cultural Special competencies for Special competencies for Special competencies for
understanding from working employee-elected members, in employee-elected members, in employee-elected members, in
with projects globally; senior compliance with the adopted compliance with the adopted compliance with the adopted
management experience from competency profile: Experience competency profile: Experience competency profile: Experience
Nordic consulting companies; and broad knowledge of how and broad knowledge of how and broad knowledge of how
customer relation management the company works and what the company works and what the company works and what
including sales, marketing goes on among employees; goes on among employees; goes on among employees;
and branding; people ability to balance employee ability to balance employee ability to balance employee
management in knowledge- and business perspective; and business perspective; and business perspective;
based companies; operational ability to advise on appropriate ability to advise on appropriate ability to advise on appropriate
excellence in service forms of communication; and forms of communication; and forms of communication; and
companies; and experience diversity in business experience, diversity in business experience, diversity in business experience,
with innovation. geographical experience geographical experience geographical experience
and gender. and gender. and gender.
The cover photo shows the coming extension to Rigshospitalet,
in Copenhagen. The new hospital sets new standards for treatment
of children, adolescents, pregnant women and their families.
Arkitema has been the architect behind this upcoming landmark
in Copenhagen while COWI has been client consultant in the first
phase of the project. The hospital will cover an area of 58,000 m²,
179 beds and 56 outpatient rooms for children and adolescents as
well as 43 beds and 30 outpatient rooms for adults.
COWI HOLDING A/S, COMPANY REGISTRATION NO: 32 89 29 73
Credit: 3XN