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POOLIA
ANNUAL REPORT
2010
Poolia AB (publ) | Warfvinges väg 20 | Box 30081 | 104 25 Stockholm | Tel: 08 - 555 650 00
Fax: 08- 555 650 01 | Corp. ID no.: 556447- 9912 | www.poolia.com
1
The front page shows our employees in Poolia Executive Search. Back row: Lotta Hultin, Lennart Cagnell, Ola Nilsson and Rickard Thorgren. Front
row: Peter Adolfsson and Maria Eriksson, MD.
Invitation to the Annual General Meeting Holding
The shareholders of Poolia AB (publ) are hereby Shareholder information 2
invited to the AGM, to be held on Tuesday 26 Poolia in brief, 2010 3
Poolia's values and business activities 5
April 2011 at 4 pm at the company's premises in
From the CEO 6
Stockholm at Warfvinges väg 20. Markets 8
The Poolia share 11
Five-year summary 13
Applications
Directors’ Report 14
Shareholders who wish to attend the AGM must be Corporate governance report 21
registered in the Euroclear Sweden AB share register no Group management 27
later than Monday 18 April 2011, and be registered with Board of directors 28
Poolia no later than Monday 18 April 2011. Group 29
Parent company 32
An application to participate at the AGM may be submitted to: Notes 34
Poolia AB Audit Report 45
Tarja Roghult
Box 30081 Definitions 46
SE-104 25 Stockholm Addresses 47
Dividend
The Board of Directors proposes a dividend to shareholders
of SEK 0.40 per share. The Board of Directors also proposes CALENDAR
a distribution of Poolia's shares in the subsidiary Dedicare
AB and that the company be listed on NASDAQ OMX Interim Report, January-March 26 April 2011
Stockholm AB's Small Cap list. It is proposed that 29 April Interim Report, January-June 26 July 2011
be the reconciliation date. If the AGM passes a resolution in Interim Report, January-September 26 October 2011
accordance with this proposal, it is estimated that the divi- Year-end report 2011 February 2012
dend will be issued from Euroclear Sweden AB on 4 May.
Other
ISIN code
SE0000567539
Short name on NASDAQ OMX POOL B
2
Poolia in brief, 2010
Poolia in brief
Poolia's history
1450
1400
1350
1250
1200
Germany 7,1% Sweden 56,4%
Denmark 0,4%
1150
1050
2006 2007 2008 2009 2010
3
Poolia in brief, 2010
60 2000
50
1500
40
1000
30
20
500
10
2006 2007 2008 2009 2010
0
2006 2007 2008 2009 2010
120
United Kingdom 12%
100
80 Finland 3%
60
Norway 5%
Sweden 68%
Denmark 1%
40
20
Germany 11%
0
2006 2007 2008 2009 2010
The operating profit excludes the one-off effect of the impairment of goodwill in Poolia UK.
4,50
4,00
3,50
3,00
1,00
0,50
0,00
2006 2007 2008 2009 2010
Earnings per share exclude the one-off effect of the impairment of goodwill in Poolia UK.
Employee satisfaction index 2010
90
Employee satisfaction index 2006-2010
80
69
70
68
60
67
66 50
65
40
64
30
63
62
20
61 10
60
0
2006 2007 2008 2009 2010
Sweden Finland Germany United Kingdom
4
Poolia's values and business activities
Poolia now offers high levels of competence in selected Office Support
business areas in more than 30 locations in six countries: Poolia has a broad range of administrative support
Sweden, Denmark, Finland, Germany, the UK and in functions. We can help with the temporary staffing and
Norway, where we have a presence in the healthcare sector permanent placement of posts including office managers,
through our subsidiary Dedicare. Poolia's long-term experienced office assistants, managerial PAs and order
objective is to expand, both within existing businesses and administrators.
through the opening of new businesses. It is, however, local
demand that is absolutely decisive in defining the rate
at which we can expand our business in a high-quality,
Human Resources
Through Poolia, you can hire or recruit university-educated
profitable way.
HR specialists with previous experience in the field of
HR. Examples of competences include HR managers, HR
Poolia's values specialists and HR administrators. We can also act as a
supplement to your own HR Department.
1. You are important
2. To try the untried
3. Always do your best
Sales & Marketing
In the field of sales and marketing we have competences
4. Business first, then administration
in the fields of information and marketing, from project
5. The will to assume responsibility
managers, salespeople, buyers, PR officers and web
6. With heart and soul
designers to marketing and information managers.
7. Being the good company
Poolia's values form the basis of the company's business Other specialist areas
activity and permeate everything we do. We want our values Poolia also offers other specialist competences than those
to help our employees to grow and to feel satisfaction in mentioned above, depending on local demand. These
their work. Through our values we want to express our involve various occupational segments such as legal experts
credibility, not just in our cooperation with our clients, and specialists in life science such as laboratory staff and
but also in our contacts with candidates, shareholders analytical staff for biomedical production and advanced
and other interested parties. Our objective is to be the research.
leader in Europe in the temporary staffing and permanent
placement of qualified professionals. To achieve this, we
Utvecklingshuset
must be able to attract the best employees, and we strive to
Utvecklingshuset works with individuals, companies and
be the best employer in the industry. Poolia's clearly defined,
organisations in connection with changes at work and
relevant value base is a strength and a precondition for our
supplies services that match our clients' needs from an
ultimately achieving our objective.
organisational and individual perspective.
5
From the ceo
Poolia's strategy reached a milestone in 2002 when we We recently launched Poolia Executive Search and
realised that our clients' needs and decision-making criteria reinforced our own search team with new blood from other
in the areas of permanent placement and temporary staffing parts of the search industry. We will have a lot to offer in
varied significantly, depending on the kind of post that the this area. We have experience, a broad network of contacts
client wanted to fill. Staff are always one of a company's and modern, efficient systems and processes.
most important resources, regardless of where employees
are within a company's hierarchy. But the higher up the post
Culture, values and corporate profile go
is, the more employees represent strategic capital. Price and
speed are always hygiene factors, but quality, i.e. selecting hand in hand
the right individual, is the key factor.
Even though we are now a big, publicly listed company, we
In 2004 Poolia disposed of Uniflex, which focuses on still cherish our roots in entrepreneurship. It is important
industry and warehousing. Poolia chose to focus on the that our employees are very familiar with the culture and
market for professionals. The proposal from the Board of the values that Poolia represents. These values support each
Directors to the 2011 AGM is now to focus even more and to individual person's own initiative and give employees drive
dispose of the healthcare business Dedicare. in their daily work. A clearly defined framework leads to
greater creativity. We want all of our employees to be able to
see their work and the group's work produce results and to
feel a sense of joy in this being appreciated.
6
From the ceo
Our employees are our biggest asset. We strive continuously change expectations of future developments, the need for
to be a good employer, to provide career opportunities, impairment testing arose, and a decision was made to write
new challenges and enjoyment in daily work. In 2010 we down goodwill in full.
launched our Poolia Talent Management programme, with
ten participants from different parts of our Group. The Poolia Finland now accounts for 2.2% of the Group's sales
programme is here to stay and will be developed, and we are and has the highest operating margin of 8.5% for the whole
working apace to recruit for the 2011 programme. year 2010. Our brand awareness is rising continuously in
Finland and we see good opportunities for expansion in the
future.
The past year
Our business in Denmark underwent a major restructuring
Poolia as a company is sensitive to economic fluctuations,
programme during 2008/2009, the main focus of which
although less sensitive than the industry average thanks to
was on significant cost-cutting. The restructuring process
our professionals-based profile. The professional field falls
was successful and we now have a small, but robust
slightly later and to a lesser extent in recessions than the
business that we believe will have an important role to play
warehouse and industry segment, but it also rises somewhat
in the Öresund region.
later and with less vigour when the economy recovers. For
us, the positive change in the economy came during 2010,
and the year ended strongly. For the whole year, the Group Poolia's future
grew by 5.8% excluding currency effects, by 22% in the
fourth quarter. The operating margin in the fourth quarter We are now working in all segments to take advantage
expanded, excluding the impairment of goodwill, to 3.4% of the positive market situation that exists. We will be
(0.5%). For the whole year, the operating margin was 1.7% expanding geographically and in terms of client concept in
(2.2%), before the impairment of goodwill. the countries where we already operate. We want to nurture
our culture, which is characterised by values that impart
Poolia Sweden is the Group's most important segment, joy and motivation, to identify the optimal concept for
accounting for 56% of revenues. Growth in Poolia Sweden every single one of our clients and to develop it further. Our
accelerated to 29% in the last quarter, having started the job is to match assignments with competent, enthusiastic
year weakly, and reached a level of 9.6% for the whole candidates and temps. Our ambition is to be a good
year. In the permanent placement business, growth rose employer, one that supports and develops our employees
to around 90% towards the end of the year, and we will and candidates, and thus enables us to deliver the very
continue to focus on permanent placement. We will be highest quality to our clients.
further reinforcing our organisation with a view to gaining
market shares in 2011.
7
markets
Markets
Poolia now operates in the markets in Sweden, the UK, Germany, Finland and Denmark. Our
segmentation matches our geographical division, and also includes our healthcare segment, the
subsidiary Dedicare, which also operates in Norway. Poolia works with permanent placement,
temporary staffing, outplacement and career development in the professional field.
Poolia Sweden
sweden
In 2010 the Swedish staffing market
revenues and operating margin
had sales of around SEK 17 billion*
and a penetration rate of 1.3%*. MSEK %
900 12
Growth in the industry was strong
800
in 2010, primarily in areas such 10
700
as the industry and warehouse
segment, where Poolia does not 600 8
revenues. Temporary staffing services accounted for 90% of 2006 2007 2008 2009 2010
Poolia UK
With sales accounting for 12% of
UK
the global staffing market, the UK
revenues and operating margin
is by far the biggest in Europe.**
MSEK %
The chart above shows the operating margin excluding impairment of goodwill.
* The latest available statistics for the Swedish staffing market's sales from the industry
organisation Bemanningsföretagen.
**The latest available statistics for the market's sales are the 2009 figures from CIETT
(International Confederation of Private Employment Agencies). 8
markets
Poolia Germany
germany
The penetration rate in the German revenues and operating margin
market was around 1.6% in 2009.**
MSEK %
0 0
2006 2007 2008 2009 2010
denmark
revenues and operating margin
Poolia Denmark MSEK %
25 20
The penetration rate in the Danish market was approx.
10
0.6%.** 20 0
-10
Poolia Denmark's sales totalled MSEK 6.0 in 2010, an 15
-20
increase of 1.2% on the previous year. The operating profit
was MSEK 0.1. Temporary staffing services accounted for 10
-30
5 -50
Because of the modest size of this segment, the work is -60
being led from Sweden. 0 -70
2006 2007 2008 2009 2010
9
dedicare
10
The Poolia share
4,023,815 were class A shares and 13,098,181 were class 1 – 1,000 2,347 3.97 2.05
B shares, at a par value of SEK 0.20. Each share provides 1,001 – 5,000 275 3.76 1.94
equal entitlement to the company’s assets and profits. 5,001 – 50,000 49 3.78 1.95
A class A share provides entitlement to one vote and a
50,001 – 29 88.50 94.07
class B share to 1/5 vote.
Total 2,700 100.00 100.00
Holding Votes
Name Class A shares Class B shares % % Name Company
Björn Örås 4,023,815 3,951,445 46.58 72.46 Stefan Andersson SEB Enskilda
11
The Poolia share
Poolia
share price trend 2006-2010, sek share price trend 2010, sek
Poolia
B−Aktien B−Aktien
OMX Stockholm_PI OMX Stockholm_PI
70 50
60
45
50
40 40
30
35
20 30
JAN FEB MAR APR MAJ JUN JUL AUG SEP OKT NOV DEC
2005 2007 2008 2009 2010
© NASDAQ OMX 2010 © NASDAQ OMX
No. of shares
Other 10%
outstanding 17,121,996 17,121,996 17,121,996 18,466,506 18,466,506
Profit/loss per
share, SEK -3.46 1.04 4.61 3.54 3.00
Shareholders’ equity
share, SEK 8.03 12.79 16.21 15.90 14.91
Share price
31/12, SEK 42.10 37.40 20.80 35.00 67.25
1
Proposed by the Board of Directors.
12
FIVE-YEAR SUMMARY
Five-year summary
The tables below present condensed financial information for the financial years 2006-2010.
Operating profit/loss before depreciation and impairments 32.3 43.0 112.7 77.3 79.5
Depreciation of fixed assets (excluding goodwill) –8.9 –14.6 –7.4 –7.3 –4.8
Assets
Total shareholders’ equity and liabilities 388.3 422.9 501.6 501.0 470.2
key ratios
2010 2009 2008 2007 2006
1)
Please refer to page 46 for definitions of key ratios.
13
Directors’ Report
Directors’ Report
Poolia AB (publ) Corp. ID no. 556447-9912
The Board of Directors and the Managing Director of The business is run in six subsidiaries that structurally
Poolia AB (publ), with its registered office in Stockholm, conform with the six segments in line with which the
Sweden, hereby submit the annual report and consolidated business is reported. It is at this level that Poolia's senior
accounts for the financial year 2010. decision-makers analyse the business.
The following income statements, report on
comprehensive income, balance sheets, specifications of
shareholders’ equity, cash flow statements and reports on
The Poolia share
the accounting policies applied and notes represent Poolia’s
Poolia is listed on NASDAQ OMX Stockholm AB under the
formal financial statements.
designation POOL B. The company's largest shareholder,
Björn Örås, had at the end of 2010 72.46% of the votes and
Business description 46.58% of the capital. Björn Örås is also the Chairman of
the Board of Poolia. No other shareholder had a holding
Poolia’s business concept is to provide companies and that corresponded to voting rights of 10% or more.
organisations with the skills that, either temporarily or the ten biggest shareholders
permanently, meet their needs for qualified professionals. Holding Votes
Name Class A shares Class B shares % %
Poolia has chosen its path and focuses on temporary
staffing and permanent placement in the business areas Björn Örås 4,023,815 3,951,445 46.58 72.46
of Finance & Accounting, Financial Services, Human Swedbank Robur Småbolagsfond
Sweden 879,578 5.14 2.65
Resources, Sales & Marketing, IT & Engineering, Office
Support and Executive Search. These are supplemented Fjärde AP-fonden 773,740 4.52 2.33
by the Outplacement and Career Development business Verdipapirfond Odin Sweden 651,744 3.81 1.96
area. Activities in the field of healthcare staffing have been Swedbank Robur Småbolagsfond
Norden 606,461 3.54 1.83
brought together under the separate Dedicare brand. In
2009 Poolia operated in six countries: Sweden, Denmark, Skandia Fond Småbolag Sweden 484,619 2.83 1.46
Finland, Norway, Germany and the UK. Riksbankens Jubileumsfond 450,000 2.63 1.35
Apoteket AB's pension fund 327,500 1.91 0.99
Poolia's vision is to become a European leader in Carlsson Småbolagsfond 302,200 1.76 0.91
temporary staffing and permanent placement of qualified
NTC UN Joint Staff Pens FD 294,000 1.72 0.89
professionals, created by skilled and dedicated employees
Total 4,023,815 8,721,287 74.44 86.83
with the same values. The long-term goal is to become
one of the top five in Europe in temporary staffing and
permanent placement of qualified professionals. Growth The total number of shares issued is 17,121,996, of which
will primarily be organic, and in exceptional cases through 4,023,815 are Class A shares and 13,098,181 are Class B
acquisitions. shares. Each Class A share provides entitlement to one vote
and each class B share to 1/5 vote.
segment subsidiaries holding share of sales locations
Poolia Sweden Poolia Sverige AB 100% 56.4% Falun, Gävle, Gothenburg, Jönköping,
(incl. subsidiary in commission) Malmö, Norrköping, Linköping,
Stockholm, Södertälje, Uppsala,
Västerås, Örebro.
Poolia Denmark Poolia Danmark A/S 100% 0.4% Copenhagen
Poolia Germany Poolia Holding GmbH 100% 7.1% Düsseldorf, Frankfurt, Hamburg,
(incl. subsidiaries) Hanover, Cologne, Mannheim, Munich.
Poolia UK Poolia UK Holdings Ltd 100% 9.5% London
(incl. subsidiary)
1)
4% of the shares are owned by Dedicare's MD, Stig Engcrantz 14
Directors’ Report
2)
HR, Sales & Marketing, Office Support
Investments
(Executive was distributed in all business areas.)
The Group’s investments in fixed assets totalled MSEK 16.5
(5.9), most of which relates to goodwill in connection with
The improvement in the economy led to a gradual rise
the acquisition of Utvecklingshuset. The increase in cash for
in demand during the year for the company's services,
the year was MSEK 7.7. A debt to a former shareholder was
which eventually also led to an increase in the number of
subsequently paid to the order of MSEK 8.3.
assignments. The strongest growth was recorded by the
permanent placement segment.
Revenues for Poolia Sweden rose by 10% and totalled Goodwill
MSEK 767.2 (700.2). Sales in Denmark were MSEK
6.0 (5.9). Finland's revenues fell by 10% to MSEK 29.4 Group goodwill totalled MSEK 43.5 (91.5). Goodwill
(32.6). Currency fluctuations had a negative effect of attributable to the UK business was written down to the
10%. Revenues in Germany totalled MSEK 96.9 (97.4). order of MSEK -71.2, which represents the full goodwill
Currency fluctuations had a negative effect of 11%. In the value of the acquisition. The reason for the impairment
UK revenues fell by 3% to MSEK 129.4 (133.2). Currency is that the profit performance of the company was not as
fluctuations had a negative effect of 7%. Dedicare, which expected, and expectations of future growth in the light
covers healthcare in Sweden and Norway, had sales of of this have been adjusted downwards significantly. An
MSEK 331.9 (341.8). This is equivalent to a fall of 3%. impairment need arose because of this, and goodwill
was written down. Apart from this, the annual review
revealed no impairment need. Goodwill to the order of
Financial results MSEK 15.7 arose in connection with the acquisition of
Utvecklingshuset. Other changes compared with the
The operating profit/loss was MSEK -47.8 (28.4). The
previous year consisted of exchange rate differences. The
operating margin was -3.5 (2.2)%. The loss includes
principles applied for the valuation and a summary of the
amortisation of goodwill attributable to the UK operation
distribution of cash-generating units are shown in Note 15.
of MSEK -71.2 The operating profit before impairment was
MSEK 23.4 and the operating margin was 1.7%. Poolia
Sweden showed an operating profit of MSEK 27.5 (31.0) Employees
and the operating margin was 3.6 (4.4)%. The operating
profit for Denmark was MSEK 0.1 (-3.5) and the operating The average number of annual employees was 1,952 (1,888).
profit in Finland was MSEK 2.5 (2.2), while the operating As of 31 December 2010 the total number of employees was
margin was 8.4 (6.7)%. Germany's operating profit was 2,318 (2,039).
MSEK -0.1 (2.4) and the operating margin was -0.2 (2.5)%. The vast majority - nine out of ten - of Poolia's
The UK's operating loss for the year was MSEK -75.1 employees are employed consultants, who are placed on
(-6.9). Excluding impairment of goodwill, the UK reported temporary staffing assignments with clients in various
an operating loss of MSEK -3.9. The operating profit for sectors for shorter or longer periods of time.
Dedicare was MSEK 20.8 (25.1) and the operating margin Internal staff, who take care of sales, follow-up
was 6.3 (7.3)%. Consolidated profit/loss after financial and administration, constitute about 10% of the entire
workforce.
16
Directors’ Report
Poolia shall offer competitive terms that enable the Parent company
company to recruit and retain skilled professionals.
Remuneration to senior executives shall consist of basic The parent company engages in general corporate
salary, variable remuneration, pension and other standard management, development, IT operations and systems
benefits. administration, as well as financial management.
The remuneration is based on the individual’s Revenues in 2010 totalled MSEK 20.6 (21.1) and there
commitment and performance in relation to targets defined was a loss after financial items of MSEK -71.5 (-25.7). The
in advance, both individual targets and shared targets for loss includes the impairment of shares in subsidiaries to
the company as a whole. There is continuous evaluation of the order of MSEK -85.3 (-7.3) and an anticipated dividend
individual performance. payment from subsidiaries of MSEK 38.4 (2.5).
17
Directors’ Report
Risks and uncertainty factors The biggest expense item is payroll costs, and in recent
years flexible payroll systems have been introduced for
All business activities involve some degree of risk. Poolia both resource temps and internal staff. Nowadays most of
performs a continuous assessment of which risks the Poolia's employees have partly flexible pay. As regards fixed
company is exposed to, and minimises them by means of costs such as premises and IT, we strive constantly to limit
preventive action and action plans defining how to deal the binding period and to create flexibility by paying for
with any risk-related situations that might arise. The each user.
risks to which the Poolia Group is exposed fall into three
different categories: operational risks, legal risks and Client dependence
financial risks.
Poolia's business is based on delivering quality to create
satisfied clients, who then choose to continue to purchase
Operational risks services from Poolia.
To ensure that our deliveries result in satisfied clients,
Economy and demand all of our assignments are followed up with a client survey
which guarantees both the individual assignment and
There is an underlying structural growth in the staffing
the development of our processes. If most revenues are
sector, but the volume is also affected by economic
generated from a small number of individual clients, or
fluctuations. There is a high level of correlation between
clients in one single sector, this situation always constitutes
growth in the staffing sector and in the economy in general.
a risk for a company like Poolia. We work actively with
Studies conducted by the Dutch investment bank ING
client segmentation which is based on a good distribution
Wholesale Banking show that good economic growth has a
between both sectors and client sizes, we have reduced
five-fold effect on the staffing sector.
dependence on individual client companies and sectors.
At the same time, when general economic growth is
In 2010, the ten largest clients accounted for 32% of total
low or stops completely, the market for staffing services
Group revenues, a modest increase on the previous year. No
slows down. The explanation for this is that if the economy
individual client represents a proportion of more than 10% of
weakens, client companies find themselves over-staffed
the Group's total revenues.
and thus have less need to take in temporary labour from
outside. In a weaker economy there is also a significant
fall in the need for permanent placement services. One Staff dependence
challenge for Poolia is therefore to deal with fluctuations in
the economy while still remaining profitable. Like all service companies, Poolia is dependent on the
employees within the business. With a view to guaranteeing
the structural capital and reducing dependence on key
Risks in a healthy economy individuals, the company's concept has been documented
in the Poolia Business Guide, a description of Poolia's work
During periods with an increased rate of growth the
processes and methodology that serves as the Group's
business depends on how well Poolia manages to attract
joint management tool and shortens the set-up time when
and recruit qualified professionals. One success factor
opening new businesses.
is therefore the supply of competence that is in demand,
and the rate of growth is largely determined by this. One
of Poolia's strategic objectives is to be the most attractive Liability risks
employer in the sector, and we work actively on HR matters
regardless of the state of the economy. We also place Poolia's liability risks are primarily risks of damages that a
great emphasis on constantly making contact with new temp on a temporary staffing assignment might cause to a
candidates with the right competence profile, so that we client's business or property, as well as employee injuries.
always have a large candidate database. Poolia's policy is never to assume liability for supervision,
the position only involves providing the client with the
requested competence. Information about the temp's
Risks in a weak economy competence and background of relevance to the assignment
are produced regularly for all assignments. The Group has
When there is a downturn in the economy profitability
adequate insurance cover for liability risks, in accordance
depends on how quickly Poolia can perceive and interpret
with Poolia's general terms of delivery.
the signals in the market, and also how well we can adapt
the company's cost base during the downturn. In due
course Poolia's European strategy will lead to there being
less dependence on the state of the economy in individual
markets. We also work constantly to increase the proportion
of variable costs.
18
Directors’ Report
19
Directors’ Report
20
corporate governance report
of the Poolia Group (Poolia). In 2010, the Group conducted Swedbank Robur fonder* 1,604,908 4.83
business in the Nordic countries (except Iceland) and in Fjärde AP-fonden* 773,740 2.33
Germany and the UK. Poolia's share is listed on NASDAQ Verdipapirfond Odin Sweden 651,744 1.96
OMX Stockholm AB.
Skandia fonder 484,619 1.46
Other 10.22
Poolia applies the Code in full.
Corporate governance
MD
segment segment
AGM board of directors group management
in poolia Dedicare
staffs
21
corporate governance report
Curt Lönnström 1999 Deputy Chairman of the Board 9/9 Yes Yes
23
corporate governance report
Committees
The Board has decided to serve in full as the Remuneration
Internal management and control
and Audit Committee and is thus responsible for these
The Board is responsible for ensuring the company has
matters. Given the number of Board members, company
sound internal controls and formalised procedures for
size and that the majority of members are independent of
guaranteeing that the established principles of financial
the company and its corporate management, the Board
reporting and internal control are in compliance and that
believes that this constitutes an effective process for
the company's financial reporting is prepared in accordance
handling remuneration and audit matters. The question
with the law, applicable accounting standards and other
of the appointment of committees is examined each year
requirements for listed companies.
in conjunction with the constitution of the Board. The
committee's work is scheduled at three regular Board
meetings for each committee's work.
Financial reporting
Interim reports and the year-end report are dealt with
Managing Director (CEO) by the Board and can be issued by the MD on behalf of
the Board. The MD is responsible for ensuring that the
The MD heads operations within the frameworks that
bookkeeping of all of the companies in the Group
the Board has established. The last applicable MD
is maintained in compliance with the law, and that funds
instruction was adopted by the Board on 27 April 2010
are managed in a safe manner.
and regulates the MD's role at the company. The MD
Consolidated accounts are prepared on a monthly basis,
provides the necessary information and decision data ahead
and are submitted to the Board and to Group Management.
of Board meetings. The MD or her representative acts as
Systems and the IT environment at Poolia have in recent
the rapporteur in the Board. The MD keeps the Board
years been harmonised into common systems for all
and the Chairman of the Board continuously informed of
companies, with the exception of Poolia UK, which has a
the company’s financial position and development. The
different business system than the one used by the Group.
Board annually evaluates the MD's working methods and
A common financial manual and monthly check lists are
performance. Monika Elling has been Poolia's MD since
implementation tools to ensure accurate reporting.
30 August 2010.
Every month the Country Managers draw up a monthly
report together with each Finance Manager, describing
Group management the previous period, the current status and the prospects
for future periods. The purpose of the report is to provide
The MD of Poolia AB directs Group Management, an update on the state of the business and the financial
which in addition to the MD consists of the executives situation, and to explain any risks that have arisen.
appointed by her. Management is a consulting body to In addition to these tools, there are monthly analysis
the CEO and drives overall policy and development issues and follow-up meetings for each segment between the MD,
within Poolia. Group Management convenes under the the CFO and each Country Manager and Finance Manager.
structures determined by the MD. Group Management
holds minuted meetings at least six times a year. The
Chief Financial Officer has an obligation to report to the
Internal audit
Board, which involves ensuring that all significant financial
information reaches the Board. Furthermore, the CFO is The Board has estimated that Poolia, in addition to existing
also responsible for monitoring Group Management and processes and functions for internal control, does not need
other senior executives from an internal perspective, and to impose its own internal audit function.
reporting any findings directly to the Board. For guidelines The monitoring conducted by the Board, management
for senior executives, see the Directors’ Report on page 17. and the external auditors is assessed to currently satisfy this
need.
However, an annual assessment is made as to whether
Group Management at the end of 2010 such a feature is necessary to maintain good control within
Name Position Appointed the company.
Monika Elling MD 2010
24
corporate governance report
25
corporate governance report
The risks that are monitored are those deemed most Board has adopted an information policy that provides
important as specified in the risk assessment, and the guidelines for what should be communicated, by whom
risks associated with the long-term objective for the this is communicated and how this communication is
internal control must be monitored and limited. The CFO to take place. The purpose of the policy is to ensure that
together with the Finance Manager of each subsidiary information obligations are met in a correct and complete
sets requirements for accurate financial reporting and way. For shareholders and other external interested parties
appropriate monitoring along with a non-conformance who want to follow the company's development, up to date
analysis if necessary. Ongoing monitoring is conducted financial information is posted on Poolia's website.
primarily as a monthly report which each subsidiary's
financial manager is required to prepare and present to the
CFO and CEO as well as the MD for each subsidiary. Poolia's
Monitoring
monthly reporting includes both financial and non-financial Monitoring the work of the internal control and its
key ratios, which are translated into a traffic light-based efficiency is an integral part of ongoing operations.
depiction with a clear overview of low and high risk areas. The Board's work includes regular monitoring of the
Reports are supplemented with a written report which effectiveness of internal controls and discussions of
is addressed by the MD of each subsidiary at monthly significant issues regarding accounting and reporting. As
teleconferences and quarterly follow-ups in which all part of the liability structure, the Board's evaluation of
business decisions are documented and followed up. The business performance and results is included through an
monthly report is designed in line with a standard template appropriate package of reports containing results, forecasts
in the Agresso financial system. The standardisation of and analysis of important key factors.
reporting will facilitate tracking and monitoring of each Control and monitoring are included in the management
country's development, performance and analysed risks. of the parent company and the management of each
A check list is compiled each month that specifies the subsidiary's ordinary activities, and also for employees in the
responsibilities and the status of tasks, and activities relevant performance of their regular duties. Any shortcomings and
to financial reporting within each subsidiary are reported. errors in the internal control and monitoring systems must
This provides a report to managers, deadlines and the be reported to the immediate manager.
reporting frequency for the activities. The Finance Manager Policies, guidelines and procedures are updated
of each subsidiary is responsible for the check list and reports and evaluated as necessary but at least once a year.
this to the Chief Financial Officer or MD at the parent Responsibility for maintaining up to date documents
company. Planning and preparation of financial reporting is and communicating these is incumbent on the Board for
facilitated and as a consequence minimises the risk of error. general control documents and the MD or Staff Manager
for other documents. Recommendations from external
Information and communication auditors conducting independent audits of internal
controls are reported to management and the Board.
The company's essential governing documentation in The recommendations are followed up and, if necessary,
terms of rules, guidelines and manuals, to the extent measures are implemented to check the potential risk.
they relate to financial reporting, are kept continuously For the auditors' subsequent review, compliance with the
updated and communicated via the intranet, messages, previous year's recommendations is monitored.
internal communications and meetings and other, targeted The outcome from the process of self-assessment results
distribution of controlling documents. Overall policy in an overview of the efficiency of control activities in the
directives are communicated throughout the organisation handling of identified risks. If the control activities are not
to ensure that all employees have fully understood their considered to meet their objective, they are reviewed to
content, and thereby act in accordance with these. further improve the monitoring and control of the risks that
To ensure that internal information is disseminated are considered essential for company operations.
effectively, there are guidelines and procedures in place Poolia will continue to work proactively with risk
for how financial information is communicated between management and internal control through an annual
management and employees and between the parent evaluation and by updating internal control documents and
company and subsidiaries. guidelines. The aim of this work is to ensure that internal
For communication with external parties, the controls are maintained at a high level.
poolia ab dedicare
business control
Poolia AB’s role in the Group is to work on general matters relating to policy and development, Group-wide support functions and providing support to the operational units. Each
country manager has full responsibility for operations in his or her country in areas such as sales and marketing, business development and HR issues. Dedicare has the same opera-
tional role, but is otherwise treated as a completely separate unit within the Group. 26
group management
Group management
Directorships: Board
member at Björn Borg AB
Shareholding: 288,000
29
Group
assets
Fixed assets
Current assets
Accounts receivable 19 198,709 158,824
Long-term liabilities
Provision for deferred tax liabilities 14 1,762 2,367
Current liabilities
Accounts payable 37,574 27,537
Contingent liabilities
30
Group
operating activities
Profit/loss before tax –48,142 30,556
Cash flow from operating activities before changes in working capital 20,588 30,466
investment activities
Acquisition of equipment –782 –809
Sale of equipment – 16
financing activities
Repayment of debt –8,322 –
Amounts in TSEK Share capital Other capital contributions Translation reserve Retained earnings Minority share Total
Dividend –77,049
–77,049
Comprehensive income
Comprehensive income
Accumulated translation difference in the Group charged directly to shareholders' equity in 2010 totalled -8,368 (-11,637).
31
parent company
Amounts in TSEK
Note 2010 2009 Amounts in TSEK Note 2010-12-31 2009-12-31
Profit/loss from financial investments Total financial fixed assets 32,641 117,920
Profit from participations in Group companies
10 –46,879 –4,829
Current assets
Interest revenues and similar
income statement items 11 12 1,085 Current receivables
Interest expenses and similar Receivables from Group companies 67,900 36,818
income statement items 12 –1,319 –144
Other receivables: 5,278 3,456
Profit/loss after financial items –71,518 –25,677
Prepaid expenses and
accrued revenues 20 740 626
Appropriations
13 100 14,214
Total current receivables 73,918 40,900
Tax on loss for the year
14 6,393 1,640
Cash at bank and in hand 0 1,885
Loss for the year –65,025 –9,823
Total assets 116,658 173,331
Tax effect of Group contributions –6,575 –7,890 Total restricted shareholders' equity 3,424 3,424
Total comprehensive income –46,600 12,287
Unrestricted shareholders' equity
Current liabilities
Accounts payable 2,571 2,006
32
parent company
operating activities
Profit/loss after financial items –71,518 –25,677
Cash flow from operating activities before changes in working capital –24,086 –16,396
investment activities
Dividend from subsidiaries – 2,485
financing activities
Loans from credit institutions 13,134 –
Amounts in TSEK Share capital Retained earnings Loss for the year Total
Comprehensive income
Comprehensive income
33
notes
Notes
All amounts in SEK thousands unless otherwise specified.
note 1 general information equity transactions (i.e. as transactions with the Group's shareholders). Any
The consolidated accounts were approved for publication by the Board on 25 difference between the amount by which the shareholding without controlling
March 2011, and finally adopted at the parent company's AGM on 26 April influence is adjusted and the fair value of the compensation paid or received
2011. is recorded directly in shareholders' equity and distributed among the parent
company's shareholders.
note 2 accounting policies All internal transactions between Group companies and inter-company
balances are eliminated in the consolidated accounts.
The consolidated financial statements have been prepared in accordance
with the International Financial Reporting Standards (IFRS) approved by Segment reporting
the EU and the interpretations issued by the Financial Reporting Poolia Group's segment information is presented based on the company
Interpretations Committee (IFRIC) on 31 December 2010. The Group management's perspective and identifies operating segments based on
also applies the Swedish Financial Accounting Standards Council’s internal reporting to the company's top executive decision-makers. The
recommendation RR 1, Complementary accounting rules for groups, Group has identified the MD as its chief executive decision maker, and the
which specifies the additions to IFRS disclosures required by the internal reporting used by the MD to follow up on the business and make
Swedish Annual Accounts Act. The annual report of the parent company decisions about resource allocation is the basis for the segment information
has been prepared in accordance with the Annual Accounts Act, that is presented. Poolia's segment reporting involves a classification of both
RFR 2 Accounting for legal entities and the relevant statements from geographical and business segments. Poolia’s geographical segments are
the Swedish Financial Reporting Board. Sweden, Finland, Denmark, Germany and the UK.
The International Accounting Standards Board (IASB) has published One business segment is made up of healthcare operations, temporary
a number of new and revised standards that have come into force and are staffing of doctors and other healthcare professionals, and the second is
valid for the financial year 2010. The revised standards are IFRS 1 First- Poolia's other operations, temporary staffing and permanent placement of
time Adoption of IFRS, IFRS 2 Share-based payments, IFRS 3 Business skilled professionals. Healthcare activities form an independent segment
Combinations, IAS 27 Consolidated and separate financial statements as the market, clients, candidate structure and business logic differ from
and IAS 39 Financial Instruments: Recognition and Measurement. The Poolia’s other activities. Healthcare activities are conducted under their
IFRIC has also published new interpretations IFRIC 15, 17 and 18. IFRS 3, own operational management and are currently established in Sweden and
which is applied to acquisitions and transactions that take place on or after Norway. These activities are not currently reported separately according to the
1 January 2010, has affected the Group through a change in the reporting geographical division due to their relatively limited scope in Norway.
of conditional purchase price, to the effect that the acquisition value of a The same accounting policies that are applied for the Group apply to all
business combination is recorded at one time. Subsequent adjustments to segments. The table below shows where the various business segments are
the acquisition value affect the income statement. Acquisition-related costs geographically established.
may also not be included in the acquisition value of a business combination,
but are recorded as an expense in the income statement. Other new standards Poolia (excl. Dedicare) Dedicare
and interpretations have not had any effect on the consolidated financial Sweden • •
statements for 2010.
Finland • –
New and revised IFRS standards and interpretations Denmark • –
The International Accounting Standards Board (IASB) has issued the Norway – •
following new and revised standards, which are not yet in force. The new
standard is IFRS 9 and revised standards are IFRS 1, IFRS 7, IAS 24, IAS 32 Germany • –
and IAS 12. The IFRIC has also published new interpretations IFRIC 19 and UK • –
a revision in IFRIC 14. The new and revised standards and interpretations
described above have not yet been applied. Company management believes Revenue recognition
that the new and revised standards and interpretations will not result in any (a) Sales of services
significant impact on the consolidated financial statements for the period they Operating revenues comprise sales of services in the fields of temporary
are first applied. staffing and permanent placement. Revenues are recorded in the
accounting period in which the services are performed.
Consolidated accounts (b) Interest revenues
The consolidated accounts include Poolia AB (publ) and all subsidiaries. Interest revenues are allocated across the period of maturity applying
Subsidiaries are legal entities in which Poolia AB (publ) owns or controls the effective interest method.
more than half the votes or owns shares in the legal entity and has the right (c) Dividend revenues
to unilaterally exercise a decisive influence over the company pursuant to Dividend revenues are recorded once the right to receive payment has
agreements or other directives. Decisive influence means that the Group has been determined.
the right to determine financial and operational strategies for the purpose
of obtaining financial benefit. Subsidiaries are included in the consolidated Leasing
accounts as from the time when the decisive influence is gained until the time A financial lease agreement is an agreement according to which the financial
when the decisive influence ceases. risks and benefits associated with ownership of an object are, to all intents
Subsidiaries are reported in accordance with the acquisition method. and purposes, transferred from the lessor to the lessee. Lease agreements not
Acquired, identifiable assets, liabilities and contingent liabilities are valued classed as financial are classed as operational.
according to their fair value on the acquisition date. The purchase price
also includes the assets and liabilities on the acquisition date that are the The Group as lessee
consequence of an agreement on a conditional purchase price. All acquisition- Assets held in accordance with financial lease agreements are reported as fixed
related expenses are recorded in the income statement as they arise. If the assets in the consolidated balance sheet, at fair value at the start of the lease
acquisition value of the acquired participation exceeds the total fair value of period or at the present value of the minimum lease fees if this is lower. The
the acquired identifiable assets and liabilities, the difference is reported as equivalent liability is reported in the balance sheet as a liability to the lessor.
goodwill. If the acquisition cost is less than fair value, calculated as above, the Lease payments are divided between interest and amortisation of the liability.
difference is recognised directly in the income statement. The interest is distributed over the lease period so that each accounting
Minority interests consist initially of the minority's share of fair values of net period is charged with an amount corresponding to a fixed rate of interest
assets. Minority interests recognised in the consolidated financial statements on the liability reported in each period. Assets held under financial leases are
as part of equity, are separate from the parent company's equity. Minority amortised in the same way as owned assets, with the exception of leased assets
interests are included in the consolidated statement of comprehensive where it is not likely that Poolia will redeem the asset concerned. In such cases
income and are recognised separately from the parent company's results and the asset is amortised across its useful life or the lease period, whichever is
comprehensive income as an allocation of these results for the period. shorter.
Changes in the parent company's participation in a subsidiary that do Lease fees paid under operational lease agreements are charged to expenses
not lead to a loss of a controlling influence are recorded as shareholders' systematically across the lease period.
34
notes
35
notes
Short-term investments
Poolia’s short-term investments comprise Swedish interest-bearing securities
acquired with the intention of being held to maturity. These are valued at their
accrued acquisition value.
Accounts receivable
Accounts receivable are categorised as “Loan receivables and accounts
receivable”, which means valuation at accrued acquisition value. The expected
maturity of accounts receivable is short, which is why the value has been posted
at the nominal amount with no discount. Doubtful receivables are assessed
individually and a provision is recorded in the balance sheet on the basis of
the recoverable amount. Any impairment is recognised in operating expenses.
Other receivables:
Other receivables are those arising when the company makes funds available
without the intention of trading the claim. If the expected holding period is less
than one year, these are categorised as other current receivables. In accordance
with IAS 39, these receivables are classed as “Loan receivables and accounts
receivable.” Assets in this category are valued at the accrued acquisition value.
Derivatives
Poolia did not hold any derivatives in 2010.
Liabilities
Poolia’s liabilities to credit institutions, accounts payable and other liabilities
are classed as “Other liabilities” and are valued at their accrued acquisition
value. Possible borrowing costs are reported in the income statement,
distributed across the period of the loan, applying the effective interest
method. Long-term liabilities have an expected term of more than one year,
while current liabilities have a term of less than one year. The expected term
of accounts payable is short, and for this reason the liability is posted at a
nominal amount with no discount.
36
notes
note 3 important estimates and evaluations currency effects on the consolidated income statement in 2010,
for accounting purposes MSEK
Estimates and evaluations are continuously assessed and are based on Currency Operating revenues Operating profit/loss Net profit/loss
historical experience and other factors, including expectations of future
EUR -14.1 -0.2 -0.2
events that are considered reasonable under prevailing circumstances.
Poolia makes estimates and assumptions about the future. The estimates GBP -9.2 0.3 0.3
for accounting purposes that result from these will, by definition, seldom NOK -2.9 -0.1 -0.1
correspond with the actual outcome. The estimates and assumptions that
involve a significant risk of material adjustments to the recognised values for DKK -0.4 – –
assets and liabilities during the next financial year are discussed below. Total -26.6 0.0 0.0
Poolia applies segment reporting based on internal reporting, which means a division into both geographical regions and business segments. Poolia’s geographical
segments are Sweden, Finland, Denmark, Germany and the UK. One business segment is made up of healthcare operations, temporary staffing of doctors and
other healthcare professionals, and the second is Poolia's other operations, temporary staffing and permanent placement of skilled professionals. Healthcare
operations constitute a separate segment as the market, clients, candidate structure and business logic differ from Poolia's other operations. Healthcare activities
are conducted under their own operational management and are currently established in Sweden and Norway. No one client has a share exceeding 10% of total
Group revenues.
Tax
–10,494
Liabilities –198,935 –3,854 –1,183 –13,463 –26,489 –70,367 –26,228 92,136 –248,383
Depreciation and
impairments –5,583 – – –374 –71,289 –300 –2,556 –80,102
2009 Sweden Finland Denmark Germany UK Dedicare Group-wide Elimination Total
Tax
–12,063
Liabilities –150,580 –3,633 –877 –12,043 –25,832 –48,342 –14,619 54,069 –201,857
Depreciation and
impairments –5,645 – – –536 –537 –283 –7,632 –14,633
38
notes
Number of employees Of which male Salaries and other
remuneration 2010 2009 2010 2009 2010 2009
Average number of employees 2010 2009 2010 2009 Parent company 10,253 10,518 3,764 3,765 2,201 2,171
Parent company 9 11 4 5 Subsidiaries 772,253 763,139 163,385 169,121 43,369 41,171
Subsidiaries 1,943 1,877 654 612 Group total 782,506 773,657 167,149 172,886 45,570 43,342
Group total 1,952 1,888 658 617 Of the Group's pension expenses, 1,903,(1,680) relate to the Board of Directors
and Managing Directors category.
Number of employees Of which male
Geographical distribution 2010 2009 2010 2009
Terms, conditions and remuneration of senior executives
Sweden 1,326 1,265 428 397 At the AGM held in April 2010 a motion was passed on guidelines on
Denmark 8 9 3 3 remuneration for senior executives in accordance with a proposal put forward
by the Board. The Board as a whole served as the Remuneration Committee
Finland 60 64 30 30 during the year.
In accordance with resolutions made by the AGM, fees for Board members
Norway 97 79 26 28
of the parent company are 150 per member, to the Deputy Chairman of the
Germany 216 204 84 72 Board Curt Lönnström 225 and to the Chairman Björn Örås 800. Monika
Elling has received 50 for her work on the Board for the period before she
UK 245 267 87 87
took over as Managing Director of the parent company from September 2010.
Group total 1,952 1,888 658 617 During the period Monika Elling has had fixed remuneration totalling 3,000
per annum. Ms Elling received a salary of 1,016 and a total of 2 in holiday
The parent company's Board of Directors comprises two men and three pay and deductions for sick leave/leave of absence. The Managing Director of
women. Other senior executives in the Group comprised three men and three
women in 2010. the parent company during the period January-August 2010, Johan Eriksson,
had a variable salary model based on the annual results of the Group. Based on
Sick leave, % 2010 2009 this salary model, Johan Eriksson’s salary for January-August 2010 could have
Sweden
been in the range of 1,950 to 4,387, plus holiday pay and less any deductions
for sick leave/leave of absence. Johan Eriksson received a salary of 2,194 and
Total sick leave 3.1 3.6 a total of 51 in holiday pay and deductions for sick leave/leave of absence.
Other senior executives, who include the MD of Poolia Sweden, MD of Poolia
Sick leave, men 2.5 2.6
UK, MD of Poolia Germany, Chief Financial Officer and Marketing Director,
Sick leave, women 3.4 4.1 have a variable salary model based on the results of the Group and in terms of
subsidiary managers even on revenue and earnings in each subsidiary. Based
Employees aged 29 or under 2.5 3.4
on this salary model, the total salary of the other senior executives for 2010
Employees aged 30–49 3.5 3.7 could have been in the range of 5,766 to 9,653, plus holiday compensation and
less any deductions for sick leave or leave of absence. Other senior executives
Employees aged 50 or over 2.6 3.8 received a total salary of 6,162 and a total of 114 in holiday pay and deductions
Long-term sick leave as a % of total sick leave 27.0 28.2 for sick leave/leave of absence.
The Managing Director and other senior executives are entitled to a period
Board and Of which bonuses
managing and similar Other
of notice of six months if they terminate their own employment, or of 6 or
directors1) remuneration employees 12 months if the company terminates their employment. There are no
Salaries and other agreements on additional severance payments for senior executives. MD
remuneration 2010 2009 2010 2009 2010 2009 Monika Elling has a personal pension agreement under which 30% of
Parent company 4,638 4,496 –244 –156 5,615 6,022 salary per annum is paid in pension premiums. Former Managing Director
Johan Eriksson had a personal pension agreement under which, in addition
Subsidiaries to the pension benefits pursuant to the Swedish National Insurance Act,
Sweden 4,297 3,238 – –20 499,527 475,187 the sum of 384 per annum is paid in pension premiums. Other senior
executives are entitled to pension benefits in accordance with the regulations
Denmark – 992 – – 3,937 5,215 applying to collective bargaining agreements in accordance with the ITP
(individual supplementary pension) plan. Some senior executives also have
Finland 801 849 146 – 16,857 21,639
company cars. The value is reported under “Other benefits” in the table. The
Norway – 1,167 – 280 66,334 55,853 retirement age for all senior executives is 65.
Germany 3,042 1,759 – – 59,688 63,394 Board of directors Born Member of Board Shareholding1)
39
notes
Senior executives Salary/Board remuneration Flexible pay Other benefits Pension expenses Total
Deloitte, audit
in addition to audit assignment 173 – – –
note 14 taxes
Deloitte, tax advice 94 – – –
Impairment of participations –85,279 –7,314 Relationship between tax expense for the period and reported net profit.
During 2010 an anticipated dividend was received from Dedicare AB. There Recognised profit/loss before tax -48,142 30,555
was impairment of the entire shareholding in Poolia UK Holdings Ltd.
Tax according to applicable domestic
tax rate in each country 13,865 –8,100
note 11 interest revenues and similar income statement items Tax effects of non-deductible
expenses –607 –506
Group Parent company Effect of impairment of goodwill –19,923 –
2010 2009 2010 2009
Tax effect of temporary differences –115 –129
Interest rates 561 1,186 12 143
Effect of appreciation/impairment of tax receivable –4,169 –2,294
Exchange rate differences, net – 1,298 – 942
Tax effect of interest on tax allocation reserve – –181
Total 561 2,484 12 1,085
Tax adjustments from previous years 430 –1,575
Interest revenues in the parent company include - (-) from Group companies.
Tax effect of tax loss carryforwards where
deferred tax assets are not recorded 25 722
note 12 interest expenses and similar income statement items
Total tax on profit for the year –10,494 –12,063
Group Parent company
2010 2009 2010 2009 Parent company 2010 2009
Interest rates 106 221 18 – Reported profit/loss after financial items –71,518 –25,677
Exchange rate differences, net 740 – 1,239 – Tax according to applicable domestic tax rate 18,809 6,753
Other 62 143 62 144 Tax effect of non-deductible expenses –21 –29
Total 908 364 1,319 144 Tax effect of appropriations –26 –3,738
The current year’s operating profit was not affected by exchange rate differences. Tax effect of dividends 10,099 654
40
notes
Unrecognised deferred tax The development of the UK business has not proceeded with the planned vig-
Unrecognised deferred tax, i.e. the difference between income tax that has ac- our and this, combined with the change in expectations of future growth in
tually been reported in the income statements for the current and previous revenues and operating profit, led to a need to write down the goodwill that
years (expensed tax) and income tax with which the company will ultimately existed when the business was acquired. As this growth failed to correspond
be charged based on operations of the current and previous financial years with expectations for a long time, a decision was made to write down the entire
(full tax), is as follows: value of goodwill. Work to develop the business to generate a profit in the long
term continues with undiminished vigour.
Group 2010 2009 During the year goodwill arose in connection with the acquisition of Utveck-
lingshuset, see also Note 27.
Deferred tax assets
Pertaining to unutilised tax loss carryforwards 17,256 23,028 note 16 other intangible assets
Pertaining to other temporary differences – 982
Group 2010 2009
Less recognised deferred tax asset –11,467 –16,821
Opening acquisition value 42,814 43,542
Unrecognised deferred tax asset 5,789 7,189
Acquisitions during the year 30 5,112
Deferred tax assets are recognised in the consolidated balance sheet for unu- Sales/disposals –41 –5,840
tilised tax loss carryforwards to the extent that they can be met by utilising
untaxed reserves, or if it is considered highly likely that they will be used in the Translation differences –10 –
foreseeable future. Tax assets in Norway are 1,247, which are also recorded.
Closing accumulated acquisition value 42,793 42,814
Total tax assets in Denmark are 2,833, which are not recorded. The right to
use loss carryforwards in Norway and Denmark has no time limit.
Deferred tax in Finland is 601, of which 20 is recorded. Finland lost the Opening amortisation –22,886 –16,669
right to deduct losses attributable to booked tax assets during 2012. Other loss Amortisation for the year –6,671 –6,217
carryforwards become due in 2019-2020.
Deferred tax assets in Germany are 10,200, including 10,200 recorded. Closing accumulated amortisation –29,557 –22,886
Deferred, non-recorded, tax assets in the UK are 2,375. In Germany and the
Closing planned residual value 13,236 19,928
UK the right to use loss carryforwards has no time limit.
The tax rate in Sweden is 26.3%, in Norway and the UK 28%, in Finland
26%, in Denmark 25% and in Germany 29%. Parent company 2010 2009
Poolia Germany 4,002 4,213 Closing accumulated acquisition value 24,969 25,917
Poolia UK – 62,430
Opening amortisation –20,932 –26,049
Dedicare 15,672 16,276
Company acquisitions –39 –
Each year, goodwill is tested per segment to determine impairment require-
ments, and more frequently if there are indications of an impairment require- Sales/disposals 856 7,475
ment. Recoverable amounts for cash generating units are determined based
on calculations of value in use. These calculations are based on estimated fu- Amortisation for the year –2,278 –2,771
ture cash flows based on financial budgets approved by the Board and cover
a five-year period. Cash flows beyond the five-year period are extrapolated Translation differences 691 413
without any growth. The assessment is based on the budget for 2011 and an
estimated growth for each cash-generating unit of the succeeding five years, Closing accumulated amortisation –21,702 –20,932
and then zero growth. Estimated growth 2012-2016 is in the range 5-10% (5-
15). The impairment test was conducted at the lowest level at which separable Closing planned residual value 3,267 4,985
cash flows have been identified. In calculating the value in use, a discount rate
of 10% (10) before tax was applied, except for the unit in the UK where 14%
(14) was applied.
41
notes
The Group has at its disposal, under lease agreements, vehicles and computers
with an estimated acquisition value of 6,576. Contracted future payments un- Poolia Holding GmbH
Corp. ID no. HRB 79318, Düsseldorf 100 KEUR 25 5,223
der these agreements amount to 2,393, of which 1,078 relates to 2011 and the
remainder to 2012-2013. All agreements are operational leasing agreements. Poolia Deutschland GmbH
This year's cost for the rental of computers and vehicles in respect of lease pay- Corp. ID no. HRB 56837, Düsseldorf 100 – –
ments is 1,144. The Group also has at its disposal premises with agreed annual
Poolia Düsseldorf GmbH
rents amounting to 19,186. Most of these lease agreements were concluded Corp. ID no. HRB 53751, Düsseldorf 100 – –
from 2007 to 2010 and generally run for 1-5 years.
Poolia UK Holdings Ltd
Corp. ID no. 04731846, London 101,414 100 TGBP 10 –
note 18 participations in Group companies
Poolia UK Ltd
Amount Value Corp. ID no. 2442269, London 1,000,000 100 – –
No. of Capital Par amount Book
Reg. office shares share, % value value Total 32,641
Shares in Swedish subsidiaries Dedicare AS, Dedicare Doctor AS and Dedicare OY are subsidiaries of
Dedicare AB.
Poolia Sverige AB
Corp. ID no. 556426-7655, Stockholm 1,000,000 100 100 14,164
Poolia Juridik AB Receivables due that are not considered doubtful 2010 2009
Corp. ID no. 556420-3841, Stockholm 1,000 100 – –
1-30 days 18,908 219,469
Poolia Jönköping AB
Corp. ID no. 556557-4067, Jönköping 1,000 100 – – 31-90 days 4,843 6,008
Dedicare OY
Corp. ID no. 2219561-1 1,000 100 – –
Dedicare Doctor AS
Corp. ID no. 983077196, Oslo 905 100 – –
Dedicare AS
Corp. ID no. 982529786, Stjørdal 3,956 100 – –
42
notes
The parent company and the Group have an authorised overdraft facility As of 1 April 2010, 100% of the shares in the outplacement company Utveck-
of 20,000 (0). This has been utilised in the parent company to the order of lingshuset COM AB were acquired. The purchase price was MSEK 16 and
13,134 (0). Because of the cash pool structure of credit, it is not utilised by was paid in cash. An agreement is in place for an additional purchase pay-
the Group. ment based on the operating profit/loss for the period from acquisition until
31 December 2013. At present it is not considered that any additional pur-
note 25 accrued expenses and prepaid revenues chase price will be payable because of the expected future performance of the
company. Acquisition-related expenses total 327. These are not included in
Group Parent company
2010 2009 2010 2009
the purchase price, but have been recorded as other expenses in the income
statement. Revenues from the acquisition in 2010 from the acquisition date
Holiday pay liability 50,345 43,466 401 185 totalled 7,980 and the operating profit was 410. The company's revenues for
the whole calendar year 2010 were 11,255 and the operating profit was 511.
Personnel-related taxes
and fees 8,806 10,389 514 497
acquired net assets on the acquisition date
Accrued salaries 68,748 53,451 – 386 2010 2009
Assets Net
identifiable assets and liabilities 326 –
Group goodwill 15,674 –
Cash and cash equivalents 29,555 67,780
Remuneration
transferred –16,000 –
Loan receivables and accounts receivable 256,105 202,151
43
notes
In 2010 the parent company received Group contributions from Poolia Poolia has certain cooperation agreements and commercial transactions
Sverige AB of 25,000. with Uniflex AB. Poolia’s Chairman of the Board and largest shareholder
Björn Örås is also the Chairman and largest shareholder of Uniflex AB. In
Group Parent company 2010, Poolia invoiced Uniflex AB for services rendered of MSEK 0.4. Poolia’s
Cash and cash equivalents 2010 2009 2010 2009
purchases from Uniflex AB in 2010, which did not pertain exclusively to for-
Cash at bank and in hand 29,555 67,780 – 1,885 ward invoicing, totalled MSEK 0.5. As at 31.12.2010 Poolia had an account
payable to Uniflex AB of MSEK 4.7, relating primarily to services that were
Short-term investments – – – – forward invoiced on behalf of clients. On 31.12.2010, Poolia had an account
Amount at end of year 29,555 67,780 – 1,885 receivable from Uniflex AB of MSEK 0.0. In 2010 sales to an amount of less
than MSEK 0.1 were made to Björn Örås’ related companies Bro Hof Slott AB
and Bro Hof Golf AB.
Disclosure about interest paid
During the year interest received in the Group totalled 561 (1,186). During the No provisions had to be posted in 2010 or 2009 for the receivables Poolia had
year interest paid in the Group totalled 106 (221). from related companies or parties.
During the year interest received in the parent company totalled 12 (143).
During the year interest paid in the parent company totalled 18 (–).
The Board and Managing Director hereby certify that the annual report has been prepared in accordance with the Annual
Accounts Act and RFR 2 and gives a true picture of the company's financial position and performance and that the Directors’
Report gives a true and fair view of the development of the company's operations, financial position and performance and
describes significant risks and uncertainties that the company is facing.
The Board and Managing Director hereby certify that the consolidated accounts have been prepared under International
Financial Reporting Standards (IFRS) as adopted by the EU, and give a true picture of the Group's financial position and
performance, and the Directors’ Report for the Group gives a true and fair view of the development of the Group's operations,
financial position and performance and describes significant risks and uncertainties that the companies included in the Group
are facing.
Stockholm, 25.03.2011
Deloitte AB
Henrik Nilsson
Chartered Accountant
44
Audit Report
Audit Report
To the Annual General Meeting of Poolia AB (publ)
Corporate ID number 556447-9912
We have audited the annual accounts, the consolidated the Swedish Annual Accounts Act or the Articles of As-
accounts, with the exception of the corporate governance sociation. We believe that our audit provides a reasonable
report on pages 21-28, the accounting records and the basis for our opinion set out below.
administration of the Board of Directors and the Managing The annual accounts have been prepared in accordance
Director of Poolia AB (publ) for the financial year 2010. The with the Swedish Annual Accounts Act and give a true and
annual report and consolidated accounts are included in the fair view of the company’s financial position and results of
printed version of this document on pages 14-44. The Board operations in accordance with generally accepted account-
of Directors and the Managing Director are responsible for ing principles in Sweden. The consolidated accounts have
these accounts and the administration of the company as been prepared in accordance with International Financial
well as for the application of the Swedish Annual Accounts Reporting Standards (IFRS) as adopted by the EU and the
Act when preparing the annual accounts and the application Swedish Annual Accounts Act, and give a true and fair view
of International Financial Reporting Standards (IFRS) as of the Group’s financial position and results of operations.
adopted by the EU and the Swedish Annual Accounts Act The Directors’ Report is consistent with the other parts of
when preparing the consolidated accounts. Our responsibil- the annual report and the consolidated accounts.
ity is to express an opinion on the annual report, consolidat-
ed accounts and the administration based on our audit. We recommend to the Annual General Meeting that the
The audit was conducted in accordance with generally income statement and balance sheet of the parent company
accepted auditing standards in Sweden. Those standards and the report on comprehensive income and the balance
require that we plan and perform the audit to obtain rea- sheet of the Group be adopted, that the profit of the parent
sonable, but not absolute, assurance that the annual report company be dealt with in accordance with the proposal in
and the consolidated accounts are free of material misstate- the Directors' Report, and that the members of the Board of
ment. An audit includes examining, on a test basis, evidence Directors and the Managing Director be discharged from
supporting the amounts and disclosures in the accounts. liability for the financial year.
An audit also includes assessing the accounting principles
used and their application by the Board of Directors and Report on the Corporate Governance Report
the Managing Director, and significant estimates made by The Board of Directors and the Managing Director are
the Board of Directors and the Managing Director when responsible for the corporate governance report on pages
preparing the annual accounts and consolidated accounts, 21-28 and for ensuring that it is produced in accordance
as well as evaluating the overall presentation of information with the Swedish Annual Accounts Act.
in the annual accounts and the consolidated accounts. As a As a basis for our statement on whether a corporate
basis for our opinion concerning discharge from liability, we governance report has been produced and is compatible
examined significant decisions, actions taken and circum- with the other parts of the annual accounts, we have read
stances of the company in order to be able to determine the corporate governance report and assessed its content on
the possible liability to the company of any Board member the basis of our knowledge of the company.
or the Managing Director. We also examined whether any A corporate governance report has been produced, and its
Board member or the Managing Director has, in any other statutory information is compatible with the other parts of
way, acted in contravention of the Swedish Companies Act, the annual accounts and the consolidated accounts.
Stockholm, 25.03.2011
Deloitte AB
Henrik Nilsson
Chartered Accountant
45
definitions
Definitions
Share of risk-bearing capital P/E-ratio
Shareholders’ equity plus minority interest and tax Share price on closing day divided by earnings per share.
provisions as a percentage of total assets.
Earnings per share
Average number of employees Profit/loss for the year after taxes divided by the average
Total number of hours worked during the year divided by no. of shares.
the average number of working hours per year for a full-time
employee. Operating margin
Operating profit/loss as a percentage of operating revenues.
Return on shareholders’ equity
Profit/loss after tax divided by average Shareholders’ equity/assets ratio
shareholders' equity. Shareholders’ equity, including minority share, as a
percentage of total assets.
Return on capital employed
Profit/loss after financial items plus financial expenses Capital employed
divided by average capital employed. Total assets less non-interest bearing
liabilities, including tax provisions.
Return on total assets
Profit/loss after financial items plus financial expenses Profit margin
divided by average total assets. Profit after financial items as a percentage of
operating revenues.
Shareholders’ equity per share
Shareholders’ equity divided by the number of shares
outstanding.
46
ADDRESSES
Addresses
HEAD OFFICES poolia stockholm GERMANY DEDICARE
poolia ab Warfvinges väg 20 poolia düsseldorf dedicare stockholm
Warfvinges väg 20 Box 30081 Graf-Adolf-Straße 70 Kungsholmsstrand 147
Box 30081 SE-104 25 Stockholm DE-40210 Düsseldorf SE-112 48 Stockholm
SE-104 25 Stockholm Tel: 08-555 650 00 Tel: +49 211 936 564-0 Tel: 08-555 656 00
Tel: 08-555 650 00 info@poolia.se duesseldorf@poolia.de dedicare@dedicare.se
Fax: 08-555 650 01
info@poolia.se poolia södertälje poolia frankfurt dedicare gothenburg
Nedre Torekällgatan 1 Stresenmannallee 30 Bror Nilssons gata 16
SWEDEN SE-151 72 Södertälje DE-60596 Frankfurt SE-417 55 Gothenburg
poolia gävle Tel: 08-555 640 00 Tel: +49 69 21 93 09-0 Tel: 031-743 20 59
Teknikparken sodertalje@poolia.se frankfurt@poolia.de dedicare@dedicare.se
Nobelvägen 2 dedicare karlskrona
SE-802 67 Gävle poolia uppsala poolia hamburg Box 13
Tel: 026-54 15 45 Kungsängsgatan 5B Mönckebergstraße 5 SE-371 21 Karlskrona
gavle@poolia.se SE-753 22 Uppsala DE-20095 Hamburg Tel: 08-555 656 10
Tel: 018-16 93 60 Tel: +49 40 323 10 79-0 dedicare@dedicare.se
SE-411 15 Gothenburg uppsala@poolia.se hamburg@poolia.de
Kungsgatan 42 dedicare örebro
SE-411 15 Gothenburg poolia västerås poolia hannover Klostergatan 23
Tel: 031-743 20 00 Iggebygatan 12 Grupenstrasse 2 SE-703 61 Örebro
gbg@poolia.se SE-722 20 Västerås DE-30159 Hannover Tel: 08-555 656 10
Tel: 021-15 19 70 Tel: +49 511 763 579-0 dedicare@dedicare.se
poolia jönköping vasteras@poolia.se hannover@poolia.de
dedicare oslo
Norra Strandgatan 4
Holbergsgt 21
SE-553 20 Jönköping poolia örebro poolia köln
NO-0166 Oslo
Tel: 036-17 32 60 Rudbecksgatan 7 Hohenzollernring 37
Tel: +47 74 80 40 70
jonkoping@poolia.se SE-702 11 Örebro DE-50672 Köln
dedicare@dedicare.no
Tel: 019-766 37 00 Tel: +49 221 2779 45-0
poolia linköping orebro@poolia.se koeln@poolia.de dedicare stjørdal
Mjärdevi Science Park Stokmoveien 2
Teknikringen 10 UTVECKLINGSHUSET poolia mannheim Postboks 41
SE-583 30 Linköping Kristinegatan 12 N2, 4 NO-7501 Stjørdal
Tel: 011-21 96 38 SE-791 71 Falun DE-68161 Mannheim Tel: +47 74 80 40 70
linkoping@poolia.se Tel: 023-655 30 Tel: +49 621 150 329 -0 dedicare@dedicare.no
www.utvecklingshuset.se mannheim@poolia.de
poolia malmö
Baltzarsgatan 31 DENMARK poolia münchen
SE-211 36 Malmö poolia köpenhamn Schellingstraße 35
Tel: 040-661 25 00 Langebrogade 5 DE-80799 München
malmo@poolia.se DK-1411 Copenhagen K Tel: +49 89 242 948-0
Tel: +45 70 27 37 47 muenchen@poolia.de
poolia norrköping info@poolia.dk
S:t Persgatan 105 UK
SE-602 33 Norrköping FINLAND poolia london
Tel: 011-21 96 30 poolia helsinki Marlborough Court
norrkoping@poolia.se Salomonkatu 17B 14–18 Holborn
FI-00100 Helsinki GB-London EC1N 2LE
Tel: +358 20 7290 830 Tel: +44 20 7464 1550
info@poolia.fi london@poolia.co.uk
47