ROCKWOOL International A/S

Transcription

1 ROCKWOOL International A/S Annual General Meeting 5 April

2 Agenda 1. The board of directors report on the company s activities during the past financial year 2. Presentation of annual report with auditors report 3. Adoption of the annual report for the past financial year and discharge of liability for the management and the board of directors 4. Approval of the remuneration of the board of directors for 2017/ Allocation of profits according to the adopted accounts 6. Election of members to the board of directors 7. Appointment of auditors 8. Proposals from the board of directors or shareholders Proposals from the board of directors: 8a. Authorization to acquire own shares 9. Any other business 2

3 Agenda item 1 and 2 The board of directors report on the company s activities during the past financial year and presentation of annual report with auditors report 3

4 Annual General Meeting 05 April

5 Highlights full year 2016 Sales of EUR 2,202 million Down 0.3% in reported figures EBIT of EUR 237* million up 38% (41% in local currencies) Sales increase in local currencies 1.9% EBIT margin of 10.8%* up 3.0 pp Business Transformation Programme EBIT benefit of EUR 46 million Accumulated EUR 51 million since 2015 Free cash flow of EUR 237 million up from EUR 97 million *) Ex. redundancy costs from the Business Transformation Programme from 2016 and 2015 and write-downs in Asia in

6 Significant EBIT impact from Business Transformation Programme The accumulated positive effect for the full year 2016 was EUR 46 million (EUR 51 million including Q4 2015). 1. Organisational clarity Target 75% of plan realized by end Q Status Comments Achieved 2. Procurement 3. Pricing and product management 50% of group spend covered by global procurement end 2016, >90% by end % of revenue managed by new principles & tools by end 2016 Ahead of plan. 70% of spend covered by global procurement by end of 2016 Achieved 4. Customer experience To improve Group Net Promoter Score from 28 end 2015 to 38 by 2017 Group Net Promoter Score of 32 achieved in 2016 On plan to reach 2017 target 6

7 Share Price Development Up 29% during the year 7

8 Net Sales Development EUR 2,202 million Sales increased 1.9% in local currencies while decreased 0.3% in reported figures Negative currency impact of 2.4% primarily stemming from the Russian Rouble and British Pound sterling 8

9 Western Europe Sales 1.4% Up 0.3% in reported figures Scandinavia and Spanish markets performed well Germany increased performance during the year but ended with a low Q4 Share of Sales 59% 9

10 Eastern Europe and Russia Sales -0.7% Down 5.8% in reported figures Russia continued down but still profitable Impressive performance in several markets e.g. Hungary and Romania Share of Sales 17% 10

11 North America, Asia and others Sales 4.8% Up 2.7% in reported figures Double digit growth in the US Small increase in Asia Difficult technical insulation market Share of Sales 24% 11

12 Systems segment Sales 5.5% Up 4.6% in reported figures Especially GRODAN performed well ROCKFON also increased sales especially in Europe and in the tile business in the US 12

13 Rockfon ceiling systems Largest business area in the Systems segment Decent sales performance in 2016 Strengthening of our position in North America with a new Rockfon factory 13

14 Rockpanel facades Positive market conditions in Germany, the Netherlands, and Scandinavia Difficult conditions in the UK Emerging interest in Rockpanel cladding boards in Russia 14

15 Lapinus Increased consumer and manufacturer attention to brake lifetime, fine dust emissions, and comfort Good progress supplying to brake pad manufacturers in the automotive sector 15

16 Grodan Double-digit growth in the United States Improvements in Europe Growing global population increasing the demand for producing more food using fewer resources 16

17 Our purpose This simple statement means a lot to us. It marks a shift in how we describe ourselves, it s about why we do what we do as well as how. Our family of brands To continuously strengthen our reputation and recognition we will start acting like a family sharing a common identity and traits. 17

18 Net Sales Development EUR 2,202 million Sales increase of 1.9% in local currencies % +1.9% FY 2015 FY 2016 Reported currencies Local currencies 18

19 Sales for Insulation and Systems segments Strong topline growth in Systems Insulation EUR 1.63 billion up 0.7% in local currencies Systems up 5.5% in local currencies % 0.7% % 5.5% 568 FY 2015 FY 2016 FY 2016 Local currencies Insulation Systems 19

20 EBIT overall EBIT Margin of 10.8%* up 3.0% percentage points % 237 FY 2015 FY 2016 Group * EBIT figures on this slide are excluding 2016 and 2015 redundancy costs from the Business Transformation programme and write downs in Asia in 2015 (incl. this, the EBIT margin is 10.4%) 20

21 EBIT in Insulation and Systems Significant EBIT improvement in Insulation 58% % FY 2015 FY 2016 Insulation Systems 21

22 Net result after tax Profit of EUR 166 million Increase of EUR 76 million or 83% 83% 166 FY FY

23 Investments and acquisitions In line with plans and expectations Capital expenditure excluding divestments during 2016 was EUR 101 million (2015: EUR 171 million, excluding acquisitions). Purchase of land in three key regions: Romania, Sweden, and the United States Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 Maintenance CAPEX Capacity Program Acquisitions 23

24 Cash Flow The Group is net debt free Free cash flow of EUR 237 million during 2016 (2015: EUR 97 million). Net debt free at year-end Q4: EURm Net cash position of EUR 119 million Q4 14 Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 EURm 97 EURm 237 EURm

25 Outlook 2017 Positive signs of increased construction activities in Europe The Russian market is slowly stabilising Positive development in the insulation market in the USA The technical insulation business is impacted by lower activities in oil and gas industry Good trend from 2016 is expected to continue in the Systems segment But: Considerable raw material price inflation expected this year is the biggest challenge 25

26 Outlook 2017, continued Assuming no further contraction in the technical insulation business and in the Russian market, net sales expected to grow 2-4% in local currencies EBIT margin slightly above 10% Investments excluding acquisitions estimated at EUR 130 million Investment plans include purchase of land in Sweden, Romania and the USA 26

27 Thank you 27

28 Questions? CONFIDENTIAL Author 2 March, 2017 ROCKWOOL International A/S 28

29 Agenda item 3 Adoption of the annual report for the past financial year and discharge of liability for the management and the board of directors 29

30 Agenda item 3 The board of directors proposes that the annual report is approved. The board of directors proposes that the management and the board of directors are discharged from liability. 30

31 Agenda item 4 Approval of the remuneration of the board of directors for 2017/

32 Agenda item 4 Approval of the remuneration of the board of directors for 2017/2018 Under article 14.f of the Articles of Association the general meeting determines the annual remuneration of the members of the board of directors. Chairman of the board of directors DKK 990,000 Deputy Chairmen of the board of directors DKK 660,000 Other members of the board of directors DKK 330,000 Supplement to Audit Committee chairman DKK 275,000 Supplement to Audit Committee members DKK 165,000 Supplement to Remuneration Committee members DKK 82,500 The proposed remuneration represents the same level as the remuneration approved for 2016/

33 Agenda item 5 Allocation of profits according to the adopted accounts 33

34 Agenda item 5 Allocation of profits according to the adopted accounts According to the 2016 annual report, the annual result of ROCKWOOL International A/S amounts to EUR million. The board of directors proposes a distribution of dividends for the financial year 2016 of DKK (EUR 2.53) per share of a nominal value of DKK 10, amounting to a total of EUR 55.6 million. Dividend of DKK (EUR 2.53) per share of nominally DKK 10 EUR 55.6 million Retained earnings EUR 53.6 million EUR million 34

35 Agenda item 5 For the group, the annual result of EUR million is allocated as follows: Dividend from the parent company of DKK (EUR 2.53) EUR 55.6 million per share of nominally DKK 10 (as mentioned on previous slide) Retained earnings EUR million Minority interests EUR 0.2 million EUR million The dividend will be paid on 10 April 2017 after approval by the general meeting. 35

36 Agenda item 6 Election of members to the board of directors 36

37 Board of directors Henrik Brandt Proposed elected to the board of directors Chairman of the Boards of Toms Gruppen A/S and Uno Equity ApS Member of the Boards of Gerda and Victor B. Strands Fond & Gerda and Victor B. Strand Holding A/S Member of the Boards of Ferd Holding AS, Norway and Hansa Borg Bryggerier AS, Norway Henrik Brandt has extensive international experience from executive positions in large Danish companies and board positions in Danish and foreign companies. Henrik Brandt has long-standing industrial experience and extensive expertise within, among others, strategic management. 37

38 Board of directors Carsten Bjerg First Deputy Chairman Member of the Chairmanship. Chairman of the Audit Committee. Member of the Remuneration Committee Chairman of the Board of PCH Engineering A/S, Ellegaard A/S and Guldager A/S Vice Chairman of the Board of Højgaard Holding A/S Member of the Boards of Vestas Wind Systems A/S, MT Højgaard A/S, K. Nissen International A/S and Agrometer A/S Carsten Bjerg has extensive experience in strategic management of an international company (the Grundfos Group) and extensive knowledge of R&D, production and sustainability. 38

39 Board of directors Søren Kähler Second Deputy Chairman Member of the Chairmanship. Member of the Remuneration Committee. Member of the Audit Committee. Member of the Board of the ROCKWOOL Foundation. Member of the Kähler Family Meeting Chairman of the Board of A/S Saltbækvig Member of the Board of the Foundation Sagnlandet Lejre Søren Kähler has experience with management in international businesses and has a close relationship with major shareholders. 39

40 Board of directors Thomas Kähler Member of the board of directors Member of Group Management and Senior Vice President, Head of Systems Division. Member of the Kähler Family Meeting Member of the Board of Energy Technology Development and Demonstration Programme (EUDP) Thomas Kähler has experience with management, marketing, sales and business development in international businesses and has a close relationship with major shareholders. 40

41 Board of directors Andreas Ronken Member of the board of directors CEO of Alfred Ritter GmbH & Co.KG Member of Advisory Board of Otto Cosmetic GmbH, Groß Rohrheim, Germany Andreas Ronken has extensive experience in strategic management in international companies (Mars Inc. and Alfred Ritter Group) and profound knowledge of marketing, branding, supply chain management and R&D. 41

42 Board of directors Jørgen Tang-Jensen Proposed elected to the board of directors CEO of VELUX A/S Member of the Board of Coloplast A/S Member of the Board of Geberit AG, Switzerland Chairman of the Danish Green Investment Fund Member of the Confederation of Danish Industry s (DI) Committee on Business Policy Jørgen Tang-Jensen has long term experience from the building materials industry and a vast understanding of corporate governance due to his active role in several organizations. 42

43 Board of directors Connie Enghus Elected by the employees Head of Stakeholder Engagement, ROCKWOOL International A/S 43

44 Board of directors Lars Elmekilde Hansen Elected by the employees Senior Project Manager, ROCKWOOL International A/S 44

45 Board of directors Dorte Page Elected by the employees Senior Transport Coordinator, ROCKWOOL International A/S 45

46 CONFIDENTIAL Author 2 March, 2017 ROCKWOOL International A/S 46

47 Agenda item 7 Appointment of auditors 47

48 Agenda item 7 The board of directors proposes re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as auditor of the company. The proposal is based on the recommendation of the Audit Committee. The Audit Committee is free from influence by third parties and has not been impacted by any agreements with third parties, which limit the general meeting s choice to certain auditors or audit firms. 48

49 Agenda item 8 Proposals from the board of directors or shareholders 49

50 Agenda item 8a Authorization to acquire own shares The board of directors proposes that the general meeting authorizes the board of directors to allow the company to acquire own shares during the period until the next annual general meeting, i.e. class A shares as well as class B shares, of a total nominal value of up to 10% of the company s share capital, provided that the price of the shares at the time of purchase does not deviate by more than 10% from the most recent listed price. 50

51 Agenda item 9 Any other business 51

52 ROCKWOOL International A/S Annual General Meeting 5 April