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POOLIA
ANNUAL REPORT
2009
Poolia AB (publ) | Warfvinges väg 20 | Box 30081 | 104 25 Stockholm | Tel: +46 8 - 555 650 00
Fax: +46 8- 555 650 01 | Corp. ID no: 556447- 9912 | www.poolia.com
1
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 27 Poolia in brief 2009 3
From the CEO 5
April 2010 at 4pm at the company's premises Markets 7
in Stockholm at Warfvinges väg 20. The Poolia share 10
Five-year summary 12
Dividend
The Board of Directors proposes a dividend to shareholders
of SEK 1.50 per share. It is proposed that 30 April be the rec-
onciliation date. If the AGM passes a resolution in accord-
ance with this proposal, it is estimated that the dividend will
be issued from Euroclear Sweden AB on 5 May.
CALENDAR
Interim Report January-March 27 April 2010 Other
Interim Report January-June 20 July 2010 ISIN-code
Interim Report January-September 27 October 2010 SE0000567539
Year-end report 2010 February 2011 Short name on NASDAQ OMX POOL B
2
Poolia in brief, 2009
Poolia in brief
Poolia's history
Dedicare 26.1 %
1600
1400
1200
1000
UK 10.2 %
800
600
3
Poolia in brief, 2009
40 1250
1000
30
750
20
500
10
2005 2006 2007 2008 2009 250
0
2005 2006 2007 2008 2009
120
UK 14 %
100
80
60 Finland 3 %
40 Sweden 67 % Norway 4 %
20 Denmark 1 %
0
2005 2006 2007 2008 2009
-20 Germany 11 %
-40
5
4
3
2
Women 67 %
1
0 Men 33 %
2005 2006 2007 2008 2009
-1
-2
-3
64
62
40
60
58
56 20
2005 2006 2007 2008 2009
4
From the ceo
5
From the ceo
produced a more structured selection of clients and indus- costs were higher than if phasing them out, but we believe
tries that we have focused on. This has allowed us to expand that it will be a profitable strategy in the long term.
our client base in order to reduce the dependence on indi-
vidual clients.
Poolia's growth
In Sweden, the recent economic downturn has to date
been characterised by regional differences in which the In 2009, we established two new offices, one in Linköping
Stockholm region has fared well. We have a major presence and one in Gävle. Dedicare opened a new office in Oslo
in and around Stockholm, which has benefited us. thereby expanding its geographical coverage in the Norwe-
gian market. A local affiliation is required to interface with
clients and to attract candidates. The focus is entirely con-
Satisfied employees and healthy finances sistent with our objective to grow organically. We hope and
believe that this will attract new clients and employees and
One of the main reasons why we have managed well in the
result in a stronger position in the market.
downturn is, in addition to our high quality and the effective-
ness of our processes, the skill of our staff. As our single most
Last year we entered the outplacement market which is a
important resource, staff job satisfaction and their commit-
market that has developed extremely positively in 2009. We
ment are key issues for us. It is therefore gratifying that we
will be putting additional focus on this business area in 2010
have improved the results in this year's employee survey, and
where there is still a great potential to do business.
for each business area and also for the Group as a whole. Be-
ing a good employer is a prerequisite for attracting and re-
cruiting skilled employees. Focus 2010
Our strong financial position in these times creates stability We will be investing in 2010 to expand the permanent place-
and a good working atmosphere. Not having to be influenced ment segment as it is strategically important to us and has a
by the demands of external funders and lenders means that major impact on the bottom line. To have extra focus on per-
we do not have to adapt to changing loan terms and imple- manent placement is particularly important in the UK for
ment short-term solutions to solve liquidity problems. We us to succeed in turning a loss in 2009 into profit 2010. We
can focus on running our business from a long-term per- will also be focusing on identifying new, qualified candidates
spective and in the best possible way. The ongoing process of who are ready to take on our new assignments. The markets
streamlining our processes and cost control are the reasons that reported a negative result in 2009, extra focus will be
for our strong cash flow. Liquidity exceeds our working capi- on turning them into a positive one. It is also important that
tal needs and we are therefore proposing a dividend of SEK we can get the small offices to grow into stable operations.
1.50 per share, which corresponds to MSEK 25.7 in total. The costs of establishment have already been made, so we
can now focus on building the critical mass.
Industry development Finally, I am proud that we can sum up the year by announc-
ing a positive cash flow and that we can provide a high divi-
The staffing industry has, like many other industries, had a
dend to our shareholders. I would like to thank our employees
challenging year. A positive factor for the staffing industry is
for their dedication and efficiency in helping to make Poolia
that it historically has grown more than other industries fol-
the successful company it is. I would also like to thank our
lowing each recession. During the next upturn the penetra-
clients for their trust, and hope that we together can make
tion rate will in all likelihood increase primarily in Sweden
2010 a successful year.
and Germany, where it currently is relatively low. One reason
for this is that employers want more flexibility to be in a bet-
ter position to meet market demand.
Markets
Poolia UK UK
revenues and operating margin
With sales of MEUR 3,500* the MSEK %
staffing market in the UK is by far 350 20
the largest in Europe. It is also a
300
mature market, with a penetration
rate of 4.1 %, more than in all other 250
European countries. Poolia's rev-
200
enues totalled MSEK 132.2, which 0
is a drop of 24 % The operating loss 150
was MSEK -6.9 The UK accounts 100
Shaun Greenfield for about 10 % of Poolia's revenues.
MD Poolia UK 50
Temporary staffing services account-
ed for 90 % of revenue and permanent 0 -20
placement for 10 %. 2005 2006 2007 2008 2009
** The market share is calculated on the part of the market comprising per-
* Latest available statistics for market sales are taken from the 2008 figures manent placement and temporary staffing in the professional sector for
in CIETT (International Confederation of Private Employment Agencies). the 35 companies that form the basis of Bemanningsföretagen’s statistics.
7
markets
denmark
Poolia Denmark revenues and operating margin
MSEK %
8
dedicare
dedicare
Dedicare, Poolia's subsidiary in revenues and operating margin
healthcare staffing operates in MSEK
%
%
Sweden, Norway and Finland. 9
Dedicare has been very successful 350 8
in both the Swedish and Norwegian 7
300
markets, and is now the biggest in
6
Sweden in temporary staffing of nurs- 250
es, and one of the four largest in tem- 5
200
porary staffing of doctors. Dedicare 4
150
Stig Engcrantz MD continued to perform well during the 3
Dedicare year. In 2009, revenues rose by 26 % 100
2
to MSEK 341.8, which is 26 % of the 50 1
Group's total revenues. The operating profit was MSEK 25.1
and the operating margin was 7.3 % which is in level with 0 0
2005 2006 2007 2008 2009
last year.
9
The Poolia share
shares, at a par value of SEK 0.20. Each share provides equal 1,001 – 5,000 280 3.88 2.00
entitlement to the company’s assets and profits. A class A 5,001 – 50,000 53 3.83 1.97
share provides entitlement to one vote and a class B share 50,001 – 27 88.44 94.04
to 1/5 vote.
Total 2,608 100.00 100.00
Incentive schemes
There are no incentive schemes. the ten largest foreign shareholders
Holding Votes
Name A-shares B-shares % %
Share price movement United Nations Joint Staff
Pension Fund UK 294,000 1.72 0.89
The share price was SEK 23.00 at the beginning of the year
SSB CL Omnibus AC OM07
and SEK 37.40 at 31 December 2009. The highest price of (15 PCT), USA 265,922 1.55 0.80
the Poolia share during the year was SEK 38.80, and the Baillie Gifford EUR Smaller CO FNDS,
lowest SEK 22.50. UK 144,962 0.85 0.44
after-tax profit.
Björn Örås 4,023,815 4,151,445 47.75 73.07 Stefan Andersson SEB Enskilda
Swedbank Robur Småbolagsfond Anders Tegeback Handelsbanken
Norden 737,273 4.31 2.22
Mikael Löfdahl Carnegie
Skandia Fond Småbolag Sweden 657,000 3.84 1.98
Alexander Weiss Remium
Fjärde AP-fonden 632,497 3.69 1.90
10
The Poolia share
Change in share price 2005–2009, sek Change in share price 2009, sek
B shares B shares
OMX Stockholm_PI OMX Stockholm_PI
70 40
60 35
50
30
40
25
30
20
20 15
2005 2006 2007 2008 2009 JAN FEB MAR APR MAJ JUN JUL AUG SEP OKT NOV DEC
2009
© NASDAQ OMX © NASDAQ OMX
Profit per
share, SEK 1.04 4.61 3.54 3.00 –2.39
Equity per
share, SEK 12.79 16.21 15.90 14.91 12.30
11
FIVE-YEAR SUMMARY
Five-year summary
The tables below present condensed financial information for the financial years 2005-2009.
Operating profit/loss before depreciation and impairments 43.0 112.7 77.3 79.5 20.1
Depreciation of fixed assets (excluding goodwill) -14.6 -7.4 -7.3 -4.8 -4.6
Assets
Total Shareholders’ equity and liabilities 422.9 501.6 501.0 470.2 392.6
key ratios
2009 2008 2007 2006 2005
12
Directors’ Report
nently, meet their needs for qualified professionals. Poolia Swedbank Robur Småbolagsfond
Norden 737,273 4.31 2.22
has chosen its path and focuses on temporary staffing and
Skandia Fond Småbolag Sweden 657,000 3.84 1.98
permanent placement in the business areas of Finance &
Accounting, Financial Services, Human Resources, Sales Fjärde AP-fonden 632,497 3.69 1.90
& Marketing, IT & Engineering, Office Support and Execu- Swedbank Robur Småbolagsfond
Norden 606,461 3.54 1.83
tive. Activities in the field of healthcare staffing have been
brought together under the separate Dedicare brand. In Verdipapirfond Odin Sweden 561,587 3.28 1.69
2009 Poolia operated in six countries: Sweden, Denmark, Riksbankens Jubileumsfond 450,000 2.63 1.35
Finland, Norway, Germany and the UK. Poolia's vision Carlson Småbolagsfond 396,703 2.32 1.19
is to become a European leader in temporary staffing and Stella Småbolag 300,000 1.75 0.90
permanent placement of qualified professionals, created by
United Nations Joint Staff Pension
skilled and dedicated employees with the same value base. Fund, UK 294,000 1.72 0,89
The long term goal is to become one of the top five in Europe
Total 4,023,815 8,786,966 74.83 87.02
in temporary staffing and permanent placement of qualified
professionals. Growth will primarily be organic, and in ex-
ceptional cases through acquisitions. The total number of shares issued is 17,121,996, of which
The business is run in six subsidiaries that structurally 4,023,815 are Class A shares and 13,098,181 are Class B
conform with the six segments in line with which the busi- shares. Each Class A share provides entitlement to one vote
ness is reported. and each class B share to 1/5 vote.
Poolia Germany Poolia Holding GmbH 100 % 7.4 % Düsseldorf, Frankfurt, Hamburg,
(incl subsidiary) Hannover, Cologne, Mannheim, Munich
Poolia UK Poolia UK Holdings Ltd 100 % 10.2 % London
(incl subsidiary)
1)
4 % of the shares owned by Dedicare's MD, Stig Engcrantz
13
Directors’ Report
Market trend
Significant events in 2009
The global recession has affected Poolia over the year by a
fall in demand particularly in the permanent placement
Summary field. This fall in demand was evident in all segments except
in Dedicare which showed strong growth even in 2009. The
• T
he global recession has a major impact on the staffing decline in permanent placement was sharp throughout 2009
industry. while the decline in temporary staffing became evident after
• With the help of substantial cost savings, streamlining the first quarter, although this part of the business remained
and increased sales initiatives, the company succeeds in relatively strong. In the healthcare segment, in which Dedi-
reducing the impact on results and maintaining a posi- care operates, growth has been good over the year. A descrip-
tive cash flow. tion of market trends by country is reported on Page 7.
• Permanent placement has reduced its share of revenues
to 5 % (9 %).
Seasonal fluctuations
Significant events by quarter Revenues from temporary staffing operations are highly de-
pendent on the number of working days (non public holidays)
in the month and on holiday periods. The number of working
Quarter 1 days has the most significant effect on earnings as temporary
consultants in certain countries receive a fixed monthly salary,
• A dapting the business to the recession which meant in-
regardless of the number of working days. This occurs mainly
tensified sales initiatives and increased market presence.
in Sweden and Germany. In Sweden, approximately 15 % of
• Poolia Sweden establishes branch offices in Gävle and
temporary consultants receive a fixed monthly salary.
Linköping.
Revenues from temporary assignments extend over a
• Secured contracts with the four Helse regions in Norway
longer period than revenues from permanent placements.
gives Dedicare the opportunity to expand throughout
Revenues from both temporary staffing and permanent
the whole country.
placement are lower during the holiday period in the sum-
• Dedicare initiates the establishment of a national deliv-
mer, except in the healthcare sector, where the seasons are
ery organisation in Norway.
reversed.
14
Directors’ Report
operating profit for Dedicare was MSEK 25.1 (21.2) and the op-
Revenues
erating margin was 7.3 (7.8) %. Consolidated profit after finan-
Revenues for the Group fell by 8.8 % to MSEK 1,311.1 cial items was MSEK 2.1 (4.3). Non-distributed parent com-
(1,437.8). Exchange rate fluctuations had a positive effect on pany costs totalled MSEK -21.8 (-17.5) including a one-off cost
revenues of 1 % during 2009. for impairment of fixed asset of MSEK 5.6. The tax rate for the
Temporary staffing continued to be the dominant service Group was 39 (25) %. The tax rate is affected by a non-posted
area and accounted for 95 % of revenues. The proportion of tax asset on the loss for the year, the impairment of a previously
permanent placement has decreased from 9 % to 5 %, but posted deferred tax asset relating to tax loss carry forwards
the proportion of permanent placement increased to 6 % in and an adjustment of previous years’ tax in Germany.
the fourth quarter.
Financial position
For the temporary staffing operation, revenues were distrib-
uted among the segments below. The Group’s cash and cash equivalents as at 31 December
2009 totalled MSEK 67.8 (116.5). Cash flow from operating
Finance 1) 36 % (40) activities during the period was MSEK 35.8 (MSEK 105.7).
Administration 2) 18 % (22) A share dividend of MSEK 77.0 was paid. The equity/assets
IT 14 % (14) ratio was 52.3 (55.7) % as at 31 December 2009.
Engineering 5 % (3) No loans or credit lines existed at 31 December 2009.
Healthcare (Dedicare) 27 % (21) The principles applied for financial risk management
and exposure in respect of the various types of risks are pre-
Finance & Accounting and Financial Services
1)
sented in Note 4.
2)
HR, Sales & Marketing, Office Support
(Executive was distributed in all business areas.)
Investments
The drop in sales for Poolia Sweden was 17 %. The global
The Group's investments in fixed assets totalled MSEK 5.9
recession has resulted in lower demand for the company's
(12.9) and relate primarily to investments in Group-wide ad-
services and even longer decision-making processes at our
ministrative systems.
clients, which has reduced the number of assignments, pri-
marily in permanent placement.
Revenues for Poolia Sweden totalled MSEK 700.2 Goodwill
(845.4). Sales in Denmark were MSEK 5.9 (15.6). Finland
showed a growth of 5 % to MSEK 32.6 (31.1) which is a result Group goodwill totalled MSEK 91.5 (89.6). No impairment
of a successful sales focus strategy in the Finnish organisa- requirements came to light during the annual impairment
tion. Revenues in Germany totalled MSEK 97.4 (100.8), a tests. The change compared with the previous year consisted
drop of 3 %. Currency fluctuations had a positive effect of of exchange rate differences. The principles applied for the
9 %. In the UK revenues dropped by 24 % to MSEK 133.2 valuation and a summary of the distribution of cash-generat-
(174.4). Currency fluctuations had a negative effect of 1 %. ing units are shown in note 15.
The decline is a result of low market demand in all our busi-
ness areas. Dedicare, which covers healthcare in Sweden,
Norway and Finland, had sales of MSEK 341.8 (270.5). This
Employees
is equivalent to a growth of 26%. The average number of permanent employees for the year
was 1,888 (2,108). As at 31 December 2009 the total number
Financial results of employees was 2,039 (2,380).
The vast majority - nine out of ten - of Poolia's employees
The profit after financial items was MSEK 30.6 (109.6). The are temporary staff, who are placed on temporary staffing as-
operating profit was MSEK 28.4 (105.3). The operating margin signments with clients in various sectors for shorter or longer
was 2.2 (7.3) %. Poolia Sweden showed an operating profit of periods of time. Internal staff, who take care of sales, follow-
MSEK 31.0 (88.1) and the operating margin was 4.4 (10.4) %. up and administration, constitute about 10 % of the entire
The operating loss for Denmark was MSEK -3.5 (0.0) and the workforce.
operating profit in Finland was MSEK 2.2 (3.4) while the oper- Poolia has a consistent and long-term staff enhancement
ating margin was 6.7 (10.8) %. Germany's operating profit was policy with yearly employee satisfaction surveys and annual
MSEK 2.4 (10.0) and the operating margin was 2.5 (9.9) %. appraisals, and opportunities for skills development and
The UK's operating loss for the year was MSEK -6.9 (0.2). The good internal communication as key ingredients. At all times
15
Directors’ Report
Poolia takes care to comply with the laws and regulations in Variable remuneration
force in each country, for example in terms of employment and
wage models, working time rules, the working environment The variable remuneration shall be based on the trend in
and healthcare. Workplace equality is an accepted concept revenues and/or profits within the individual’s own area of
at Poolia. The dedicated work has resulted in an improved responsibility and the Group. The variable remuneration of
employee satisfaction index in all segments during the year. senior executives must be able to vary from minus 20 % to
plus 80 % of fixed salary.
Decisions on any share and share related incentive schemes
Environmental information aimed at senior executives must be made at the AGM.
Poolia does not conduct any operations that are subject to
registration or licence obligations under the Swedish Envi- Other remuneration and
ronmental Code. One of the company’s fundamental values is
terms of employment
“to be the good company”, an obvious element of which is that
we accept our responsibility to the environment. This means
The Managing Director has, in addition to retirement ben-
that the company comfortably satisfies the requirements of
efits under the law on general insurance, a personal pension
each country’s environmental legislation for a company with
contract. Other senior executives are covered by defined con-
the kind of operations in which Poolia is involved. Environ-
tribution pension plans that are essentially equal to the pre-
mental adaptation is based on what is technically possible,
mium level for the ITP plan. The retirement age for all senior
financially reasonable and environmentally justified, with
executives is 65.
reference to the Group’s size and resources. See further de-
Senior executives are entitled to six or twelve months’ no-
scription on our website www.poolia.com.
tice if the employment contract is terminated by themselves
or by the relevant company respectively. The monthly salary
Guidelines on remuneration for senior shall be paid during the entire period of notice, although with
a deduction for any other salary received during the period of
executives notice. There are no agreements on additional severance pay-
ments for senior executives.
At the 2009 AGM a decision was made on guidelines on re-
Some senior executives also have a company car.
muneration for senior executives. The company’s senior ex-
ecutives have in 2009 been the Group’s management group
comprising of the CEO/Managing Director of its parent com- Deviations from the guidelines
pany, country managers in Sweden, Germany and the UK,
Marketing Director and Chief Financial Officer. The Board The Board is entitled to deviate from the above guidelines if
intends to propose unchanged guidelines for remuneration to the Board considers that there are special reasons in an indi-
senior executives at the 2010 AGM. vidual case to justify this.
back were then withdrawn and after which the share capi- ence on the state of the economy in individual markets. We
tal totals SEK 3,424,399, divided into 17,121,996 shares. also work constantly to increase the proportion of variable
costs. The biggest expense item is payroll costs, and in recent
years flexible payroll systems have been introduced for both
Risks and uncertainty factors resource temps and internal staff. Nowadays most of Poolia’s
employees have partly flexible pay. As regards fixed costs such
All business activities involve some degree of risk. Poolia per-
as premises and IT, we strive constantly to limit the binding
forms a continuous assessment of which risks the company
period and to create flexibility by paying for each user.
is exposed to, and minimises them by means of preventive
action and action plans defining how to deal with any risk-
related situations that might arise. The risks the Poolia Group Client dependence
faces can be divided into three categories: operational risks,
legal risks, and financial risks. Poolia’s business is based on delivering quality to create satis-
fied clients, who then choose to continue to purchase services
from Poolia. To ensure that our deliveries result in satisfied
Operational risks clients, all of our assignments are followed up with a client
survey which guarantees both the individual assignment
Economy and demand and the development of our processes. If most revenues are
generated from a small number of individual clients, or cli-
There is an underlying structural growth in the staffing sec- ents in one single sector, this situation always constitutes a
tor, but the volume is also affected by economic fluctuations. risk for a company like Poolia. We work actively with client
There is a high level of correlation between growth in the segmentation which is based on a good distribution between
staffing sector and in the economy in general. Studies con- both sectors and client sizes, we have reduced dependence
ducted by the Dutch investment bank ING Wholesale Bank- on individual client companies and sectors. In 2009, the ten
ing show that good economic growth has a five-fold effect on largest clients accounted for 30 % of total Group revenue, an
the staffing sector. At the same time, when general economic increase from the previous year and a direct result of the re-
growth is low or stops completely, the market for staffing cession. During the preceding five years, this share has been
services drops. The explanation for this is that if the economy below 30 %. No one client has a share exceeding 10 % of total
weakens, client companies find themselves over-staffed and Group revenues.
thus have less need to take in temporary labour from outside.
One challenge for Poolia is therefore to deal with fluctuations
in the economy while still remaining profitable. Staff dependence
Like all service companies, Poolia is dependent on the employ-
Risks in a healthy economy ees within the business. With a view to guaranteeing the struc-
tural capital and reducing dependence on key individuals, the
During periods with an increased rate of growth the busi- company’s concept has been documented in the Poolia Busi-
ness depends on how well Poolia manages to attract and re- ness Guide, a description of Poolia’s work processes and meth-
cruit qualified professionals. One success factor is therefore odology that serves as the Group’s joint management tool and
the supply of competence that is in demand, and the rate of shortens the set-up time when opening new businesses.
growth is largely determined by this. One of Poolia’s strategic
objectives is to be the most attractive employer in the sector,
and we work actively on HR matters regardless of the state Liability risks
of the economy. We also place great emphasis on constantly
making contact with new candidates with the right compe- Poolia’s liability risks are primarily risks of damages that
tence profile, so that we always have a large candidate base. a temp on a temporary staffing assignment might cause to
a client’s business or property, as well as employee injuries.
Poolia’s policy is never to assume liability for supervision, the
Risks in a weak economy service only involves providing the client with the requested
competence. Information about the temp’s competence and
When there is a downturn in the economy profitability de- background of relevance to the assignment are produced reg-
pends on how quickly Poolia can perceive and interpret the ularly for all assignments. The Group has adequate insurance
signals in the market, and also how well we can adapt the cover for liability risks, in accordance with Poolia’s general
company’s cost base during the downturn. In due course Poo- terms of delivery.
lia’s European strategy will lead to there being less depend-
17
Directors’ Report
18
Directors’ Report
19
Group
20
Group
assets
Fixed assets
Current assets
Long-term liabilities
Provision for deferred tax liabilities 14 2,367 8,290
Current liabilities
Contingent liabilities
21
Group
operating activities
Profit/loss before tax 30,556 109,562
Cash flow from operating activities before changes in working capital 30,466 92,997
investment activities
Acquisition of equipment –809 –1,843
Sale of equipment 16 –
financing activities
Change in long-term liabilities – –200
Cash and cash equivalents at the beginning of the year 116,498 111,424
Cash and cash equivalents at the end of the year 27 67,780 116,498
Amounts in KSEK Share capital Other capital contributions Reserves Retained earnings Minority share Total
Comprehensive income
Comprehensive income
Accumulated translation difference in the Group charged directly to shareholders' equity in 2009 totalled -11,637 (-11,702).
22
parent company
Amounts in KSEK
Note 2009 2008 Amounts in KSEK Note 31/12/09 31/12/08
Profit/loss from financial investments Total financial fixed assets 117,920 122,382
Profit from participations in Group companies
10 –4,829 –1,151
Current assets
Interest revenues and similar
income statement items 11 1,085 1,803 Current receivables
Current liabilities
Contingent liabilities
23
parent company
operating activities
Profit/loss after financial items –25,677 –20,406
Cash flow from operating activities before changes in working capital –16,396 –37,419
investment activities
Dividend form subsidiaries 2,485 –
financing activities
Acquisition of own shares – –41,336
Cash and cash equivalents at the beginning of the year 15,406 45,763
Cash and cash equivalents at the end of the year 27 1,885 15,406
Amounts in KSEK Share capital Retained earnings Profit/loss for year Total
Comprehensive income
Comprehensive income
25
notes
26
notes
Financial instruments relevant statements by the Council for financial reporting. According to RFR
A financial asset or financial liability is recognised in the balance sheet when 2.1, the parent company should apply in its annual report for the legal entity
the company becomes a party to the instrument's contractual terms. A finan- all of the IFRS standards and statements approved by the EU to the extent
cial asset is removed from the balance sheet when the rights in the agreement that this is possible within the framework of the Swedish Annual Accounts Act
have been realised, mature or the company loses control over them. A financial and the Swedish Pension Security Act, and taking into account the correlation
liability is removed from the balance sheet when the obligation in the agree- between reporting and taxation. This recommendation specifies which excep-
ment is honoured or settled in any other way. tions and additions must be applied with regard to IFRS.
Acquisitions and divestment of financial assets are recognised on the transac- The parent company’s accounts comply with the Group’s policies, with the
tion date except in cases where the company acquires or divests listed securi- exception of what is stated below.
ties, in which case settlement date accounting is applied instead.
Financial instruments are recognised at their accrued acquisition value or Taxes
fair value depending on their initial classification according to IAS 39. Tax laws allow allocations to special reserves and funds. This allows companies
On each reporting occasion the company assesses whether there are objec- to have at their disposal and retain reported earnings in the business, within
tive indications of a need to recognise impairment of a financial asset or Group certain limits, without being taxed immediately. The untaxed reserves are not
of financial assets. subject to taxation until they are utilised. In the event that the business shows
a loss, however, the untaxed reserves can be utilised to cover the loss without
Calculation of the fair value of financial instruments being taxed.
In determining the fair value of short-term investments and loan liabilities,
official market quotations on the balance sheet date are used. If these are not Accumulated accelerated depreciation
available, a valuation is performed by generally accepted methods such as dis- Depreciation for tax purposes is calculated in accordance with current tax leg-
counting of future cash flows to listed market interest rates for the applicable islation. Depreciation for tax purposes over and above depreciation according
maturity period. Translation to SEK is performed at the listed exchange rate to plan is considered as accelerated depreciation, which constitutes an untaxed
on the balance sheet date. reserve. Changes in this reserve are reported under appropriations in the in-
come statement.
Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and posted as a net amount in the
balance sheet where there is a legal right to offset and the intention is to offset
the items with a net amount or to simultaneously realise the asset and settle
the liability.
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 receiv-
able”, which means valuation at accrued acquisition value. The expected ma-
turity of accounts receivable is short, which is why the value has been posted
at the nominal amount with no discount. Dubious accounts receivable are as-
sessed individually and a provision is posted for them in the balance sheet on
the basis of the recoverable amount. Any impairment is recognised in operat-
ing 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 ac-
cordance with IAS 39, these receivables are classed as “Loan receivables and
accounts receivable.” Assets in this category are valued at the accrued acquisi-
tion value.
Derivatives
Poolia did not hold any derivatives in 2009.
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, dis-
tributed across the period of the loan, applying the effective interest method.
Long-term liabilities have an expected term of more than one year, while cur-
rent 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.
27
notes
note 3 Important estimates and evaluation currency effects on the consolidated income statement
in 2009, MSEK
for accounting purposes
Estimates and evaluations are continuously assessed and are based on histori- Currency Operating revenues Operating profit/loss Net profit/loss
cal experience and other factors, including expectations of future events that EUR 12.2 0.5 0.5
are considered reasonable under prevailing circumstances.
GBP -1.7 – –
Poolia makes estimates and assumptions about the future. The estimates
for accounting purposes that result from these will, by definition, seldom cor- NOK 3.0 0.1 0.1
respond with the actual outcome. The estimates and assumptions that involve
a significant risk of material adjustments to the recognised values for assets DKK 0.5 – –
and liabilities during the next financial year are discussed below. Total 14.0 0.6 0.6
28
notes
Poolia applies segment reporting based on internal reporting, which means a division into both geographical regions and business segments. Poolia’s geographi-
cal 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, Norway and Finland. These activities are not reported sepa-
rately according to the geographical division due to their relatively limited scope in Norway and Finland. No one client has a share exceeding 10 % of total Group
revenues.
Operating profit/loss 31,014 2,194 –3,493 2,389 –6,939 25,059 –21 789 28 435
Tax –12,063
Assets 169,224 10,721 2,379 42,47 87,332 105,582 59,485 –54,009 422,861
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
2008 Sweden Finland Denmark Germany UK Dedicare Group-wide Elimination Total
Operating profit/loss 88,080 3,351 –44 10,039 211 21,167 –17,538 105,266
Tax –26,961
Assets 227,168 12,612 4,784 45,647 96,437 91,453 134,162 –110,704 501,559
Liabilities –209,810 –4,198 –1,536 –15,653 –28,973 –54,910 –18,519 111,457 –222,142
Depreciation and
impairments –5,875 –30 – –490 –625 –157 –211 –7,388
29
notes
note 8 personnel
Salaries and other Social Pension
No of employees Of which men
Salaries and other
benefits security expenses
Average no of employees 2009 2008 2009 2008
benefits 2009 2008 2009 2008 2009 2008
Parent company 11 10 5 5
Parent company 10,518 12,582 3,765 4,466 2,171 1,446
Subsidiaries 1,877 2,098 612 604
Subsidiaries 763,139 809,848 169,121 186,271 41,171 35,692
Group total 1,888 2,108 617 609
Group total 773,657 822,430 172,886 190,737 43,342 37,138
Sweden 3,238 6,145 –20 897 475,187 509,288 Board Born Member of the Board Holding1)
Denmark 992 1,145 – –55 5,215 10,809 Margareta Barchan 1950 2003 2,500 B
Finland 849 1,058 – – 21,639 14,590 Monica Caneman 1954 2003 3,000 B
Norway 1,167 826 280 161 55,853 35,289 Curt Lönnström 1943 1999 9,000 B
Germany 1,759 2,407 – 656 63,394 69,666 Per Uebel 1966 2006 –
UK 1,217 1,181 – 112 132,629 157,444 Björn Örås 1949 Since foundation 4,023,815 A
4,151, 445 B
Total in subsidiaries 9,222 12,762 260 1,771 753,917 797,086
30
notes
Senior executives Salary/Board remuneration Flexible salaries Other benefits Pension costs Total
Other senior executives (five people) 6,763 –82 380 1,137 8,198
Deloitte, audit 1,805 1,820 290 320 Tax allocation reserve 2009 – –14,114
note 11 Interest expenses and similar income statement items Effect of change in tax rate - 536
Interest 221 84 – 4 Tax according to applicable domestic tax rate 6,753 5,713
Exchange rate differences, net – 454 – 3,297 Tax effect of non-deductible expenses –29 –31
The current year’s operating profit was not affected by exchange rate differences. Tax effect of interest on tax allocation reserve -77 –
Difference between book depreciation Total tax on profit/loss for the year 1,640 9,284
and depreciation according to plan 100 –4,400
Unrecognised deferred tax any growth. The assessment is based on the budget for 2010 and an estimated
Unrecognised deferred tax, i.e. the difference between income tax that has ac- growth for each cash-generating unit of the succeeding five years, and then
tually been reported in the income statements for the current and previous zero growth. Estimated growth 2011-2015 is in the range 5-15 (5-10) %. The
years (expensed tax) and income tax with which the company will ultimately impairment test was conducted at the lowest level at which separable cash
be charged based on operations of the current and previous financial years flows have been identified. In calculating useful value, a discount rate of 10
(full tax), is as follows: (10) % before tax has been applied, except for the unit in the UK where 14
(14%) has been applied.
Group 2009 2008
note 16 other intangible assets
Deferred tax assets
Group 2009 2008
Pertaining to unutilised tax loss carryforwards 23,028 25,134
Opening acquisition values 43,542 32,503
Pertaining to other temporary differences 982 669
Acquisitions during the year 5,112 11,039
Less recognised deferred tax asset –16,821 –17,547
Sales/disposals –5,840 –
Unrecognised deferred tax asset 7,189 8,256
Closing accumulated acquisition values 42,814 43,542
Deferred tax assets are recognised in the consolidated balance sheet for unu-
tilised tax loss carryforwards to the extent that they can be met by utilising Opening depreciation –16,669 –12,114
untaxed reserves, or if it is considered highly likely that they will be used in the
foreseeable future. Tax assets in Norway are 2,756, which are also recorded. Depreciation for the year –6,217 –4,555
Total tax assets in Denmark are 3,278, which are not recorded. The right to use Closing accumulated depreciation –22,886 –16,669
loss carryforwards in Norway and Denmark has no time limit.
Deferred tax in Finland is 1,358, of which 717 is recorded. Finland lost the Closing residual value according to plan 19,928 26,873
right to deduct losses attributable to booked tax assets during 2011-2012.
Other loss carryforwards are also due in 2019-2020. Parent company 2009 2008
Deferred tax assets in Germany are 13,920, including 13,348 recorded.
Deferred, non-booked, tax assets in the UK are 2,698. In Germany and the Opening acquisition values 15,395 –
UK the right to use loss carryforwards has no time limit. Acquisitions during the year 5,075 15,395
The tax rate in Sweden is 26.3 %, in Norway and the UK 28 %, in Finland
26 %, in Denmark 25 % and in Germany 29 %. Sales/disposals –5,645 –
32
notes
Poolia Chef AB
Corp. Reg. No. 556573-6336, Stockholm 1,000 100 – – note 20 prepaid expenses and accrued revenues
Poolia B & F AB Group Parent company
Corp. Reg. No. 556599-5999, Stockholm 1,000 100 – – 2009 2008 2009 2008
Poolia Danmark A/S A class A share provides entitlement to one vote and a class B share to 1/5
Corp. Reg. No. 25507835, Copenhagen 902 100 KDKK 902 1,500 vote. The par value is SEK 0.20 per share. At the AGM on 14 April 2008
Dedicare Doctor AS the Board was authorised to acquire up to 10 % of Poolia's shares. In 2008 a
Corp. Reg. No. 983077196, Oslo 905 100 – – total of 1,344,510 B shares were acquired, about 7.3 % of total shares. Payment
for shares were paid with 41,336. The repurchased shares were withdrawn in
Dedicare AS
Corp. Reg. No. 982529786, Stjørdal 3,956 100 – – 2009 in connection with the reduction of share capital. No incentive schemes
were launched in 2009.
Poolia Holding GmbH
Corp. Reg. No. HRB 79318, Düsseldorf 100 KEUR 25 5,223
Poolia GmbH
Corp. Reg. No. HRB 557708, Düsseldorf 100 – –
33
notes
Personnel-related taxes
and fees 10,389 10,098 497 351
34
notes
In 2009 the parent company received Group contributions from Poolia Poolia has certain cooperation agreements and commercial transactions with
Sverige AB of 30,000. Uniflex AB. Poolia’s Chairman of the Board and largest shareholder Björn
Örås is also the Chairman and largest shareholder of Uniflex AB. In 2009,
Group Parent company Poolia invoiced Uniflex AB for services rendered of MSEK 1.5. Poolia’s pur-
Cash and cash equivalents 2009 2008 2009 2008
chases from Uniflex AB in 2009, which did not pertain exclusively to forward
Cash at bank and in hand 67,780 116,498 1,885 15,406 invoicing, totalled MSEK 0.4. As at 31 December 2009 Poolia had an account
payable to Uniflex AB of MSEK 3.1, relating primarily to services that were
Short-term investments – – – – forward invoiced on behalf of clients. On 31 December 2009, Poolia had an
Amounts at end of the year 67,780 116,498 1,885 15,406 account receivable from Uniflex AB of MSEK 0.1. In 2009 no sales were made
to Björn Örås’ related companies Bro Hof Slott AB and Bro Hof Golf AB.
Disclosure about interest paid No provisions had to be posted in 2009 or 2008 for the receivables Poolia had
During the year interest received in the Group totalled 1,186 (4,856). During from related companies or parties.
the year interest paid in the Group totalled 221 (84).
During the year interest received in the parent company totalled 143
(1,935). During the year interest paid the parent company totalled – (–).
The Board and Managing Director hereby certify that the annual report has been prepared in accordance with the Annual
Accounts Act and RFR 2.2 and gives a true picture of the company's financial position and performance and that the Direc-
tors’ 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.
Deloitte AB
Jan Berntsson
Authorized Public Accountant
35
Auditors’ Report
Auditors’ Report
To the Annual General Meeting of Poolia AB (publ)
Corporate Registration Number 556447-9912
We have audited the annual report, the consolidated ac- concerning discharge from liability, we examined significant
counts, the accounting records and the administration of the decisions, actions taken and circumstances of the company
Board of Directors and the Managing Director of Poolia AB in order to be able to determine the possible liability to the
(publ) for the financial year 2009. The annual report and company of any Board member or the Managing Director.
consolidated accounts are included in the printed version of We also examined whether any Board member or the Man-
this document on Pages 13-35. The Board of Directors and aging Director has, in any other way, acted in contravention
the Managing Director are responsible for these accounts of the Swedish Companies Act, the Swedish Annual Accounts
and the administration of the company as well as for the ap- Act or the Articles of Association. We believe that our audit
plication of the Swedish Annual Accounts Act when prepar- provides a reasonable basis for our opinion set out below.
ing the annual report and the application of International The annual report has been prepared in accordance with
Financial Reporting Standards, IFRS, as adopted by the EU the Swedish Annual Accounts Act and gives a true and fair
and the Swedish Annual Accounts Act when preparing the view of the company’s financial position and performance of
consolidated accounts. Our responsibility is to express an operations in accordance with generally accepted account-
opinion on the annual report, consolidated accounts and the ing policies in Sweden. The consolidated accounts have been
administration based on our audit. prepared in accordance with International Financial Report-
The audit was conducted in accordance with generally ing Standards, IFRS, as adopted by the EU and the Swedish
accepted auditing standards in Sweden. Those standards re- Annual Accounts Act, and give a true and fair view of the
quire that we plan and perform the audit to obtain reason- Group’s financial position and performance of operations.
able, but not absolute, assurance that the annual report and The Directors’ Report is consistent with the other parts of
the consolidated accounts are free of material misstatement. the annual report and the consolidated accounts.
An audit includes examining, on a test basis, evidence sup- We recommend to the Annual General Meeting to adopt
porting the amounts and disclosures in the accounts. An au- the income statement and balance sheet of the Parent Com-
dit also includes assessing the accounting policies used and pany, and the statement of comprehensive income and bal-
their application by the Board of Directors and the Managing ance sheet of the Group, to allocate earnings in the Parent
Director, and significant estimates made by the Board of Di- Company in accordance with the proposal in the Directors’
rectors and the Managing Director when preparing the an- Report, and approve that the members of the Board of Direc-
nual report and consolidated accounts, as well as evaluating tors and the Managing Director be discharged from liability
the overall presentation of information in the annual report for the financial year.
and the consolidated accounts. As a basis for our opinion
Deloitte AB
Jan Berntsson
Authorized Public Accountant
36
corporate governance report
which includes the Swedish Code of Corporate Governance Didner & Gerge Fonder Aktiebolag 266,924 0.80
(the Code). In addition to legislation, regulations and rec-
* Representative of the Nomination Committee
ommendations, the Articles of Association is also a central
document with regards to governance of the company. The ownership categories
Articles of Association are available at www.poolia.com. The Holding (%)
Corporate Governance Report is not part of the formal an-
Swedish private individuals 55.45
nual report statements and has therefore not been reviewed
Foreign shareholders 7.72
by the auditors.
Financial corporations 22.19
Other 7.23
Poolia applies the Code in full.
CEO
Annual General segment
board of directors group management segment dedicare
Meeting in poolia
staffs
37
corporate governance report
38
corporate governance report
39
corporate governance report
The Board is responsible for all remuneration and audit is- Johan Eriksson CEO 2007
sues, which is why Poolia has not appointed any separate Lotta Nilsson CFO 2008
remuneration or audit committees. Given the number of Johanna Ragnartz Acting Marketing Director 2009
Board members, company size and that all members are in-
Åsa Edman Källströmer Manager Poolia Sweden 1998
dependent of the company and its corporate management,
Shaun Greenfield Manager Poolia UK 2006
the Board believes that this constitutes an effective process
for handling remuneration and audit issues. The question Alfred Unterschemmann Manager Poolia Germany 2005
40
corporate governance report
The CFO together with the Finance Manager of each subsidi- cated and how this communication is to take place. The pur-
ary sets requirements for accurate financial reporting and ap- pose of the policy is to ensure that the information obliga-
propriate monitoring along with a non-conformance analysis tions are met in a correct and complete way. For shareholders
if necessary. Ongoing monitoring is conducted primarily as a and other external interested parties who want to follow the
monthly report which each subsidiary's financial manager is company's development, up to date financial information is
required to prepare and present to the CFO and CEO as well posted on Poolia's website.
as the MD for each subsidiary. Poolia's monthly reporting in-
cludes both financial and non financial key ratios, which trans-
lates to a traffic light-based depiction with a clear overview of
Monitoring
low and high risk areas. Reports are supplemented with a writ- Monitoring the work of the internal control and its efficiency
ten report which is addressed by the MD of each subsidiary at is an integral part of ongoing operations. The Board's work
monthly teleconferences and quarterly follow-ups in which includes regular monitoring of the effectiveness of internal
all business decisions are documented and followed up. The controls and discussions of significant issues regarding ac-
monthly report is designed in line with a standard template in counting and reporting. As part of the liability structure, the
the Agresso financial system. The standardisation of reporting Board's evaluation of the business performance and results is
will facilitate tracking and monitoring of each country's devel- included through an appropriate package of reports contain-
opment, performance and analysed risks. ing results, forecasts and analysis of important key factors.
A check list is compiled each month that specifies the re- Control and monitoring are included in the manage-
sponsibilities and the status of tasks, and activities relevant to ment of the parent company and the management of each
financial reporting within each subsidiary are reported. This subsidiary's ordinary activities, but also for employees in the
provides a report to managers, deadlines and the reporting performance of their regular duties. Any shortcomings and
frequency for the activities. The Finance Manager of each errors in the internal control and monitoring systems must
subsidiary is responsible for the check list and reports this be reported to the immediate manager.
to the Chief Financial Officer or MD at the parent company. Policies, guidelines and procedures are updated and
Planning and preparation of financial reporting is facilitated evaluated as necessary but at least once a year. Responsibility
and as a consequence minimises the risk of error. for maintaining up to date documents and communicating
these is incumbent on the Board for general control docu-
Information and communication ments and the CEO or Staff Manager for other documents.
Recommendations from external auditors conducting inde-
The company's essential governing documentation in terms pendent audits of internal controls are reported to manage-
of rules, guidelines and manuals, to the extent they relate ment and the Board. The recommendations are followed up
to financial reporting, are kept continuously updated and and, if necessary, measures are implemented to check the po-
communicated via the intranet, internal communications tential risk. For the auditors' subsequent review, compliance
and meetings. Overall policy directives are communicated of the previous year's recommendations is monitored.
throughout the organisation to ensure that all employees The outcome from the process of self-assessment results
have fully understood their content, and thereby act in ac- in an overview of the efficiency of the control activities in the
cordance with these. handling of identified risks. If the control activities are not
To ensure that internal information is disseminated ef- considered to meet their objective, they are reviewed to fur-
fectively, there are guidelines and procedures in place for ther improve the monitoring and control of the risks that are
how financial information is communicated between man- considered essential for company operations.
agement and employees and between the parent company Poolia will continue to work proactively with risk man-
and subsidiaries. agement and internal control through an annual evaluation
For communication with external parties, the Board has and by updating internal control documents and guidelines.
adopted an information policy which provides guidelines for The aim of this work is to ensure that internal controls are
what should be communicated, by whom this is communi- 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 operational role, but is otherwise treated as a completely separate unit within the Group.
42
group management
Group management
Board of Directors
Definitions
45
ADDRESSES
Addresses
46