Introduction. Henny Hilgerdenaar. CTAC annual report

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1 Ctac annual report 2011

2 annual report 2011

3 Introduction 2011 will go down in the books as a frugal and subdued year. The continuing economic uncertainty had an impact on Ctac, which was confronted with disappointing results. However, there are also many positive developments to report. We implemented the necessary technology at many of our clients to make their processes - and thus their business operations - more efficient and accurate. Ctac built bridges between People and Technology, thus offering our customers substantial added value, as shown by various directors of our strategic industries in the photos of this annual report. At the same time, we invested in innovative solutions. For instance, Cloud Services, whereby we provide access to information for the end user in the most advanced manner. But also the development of apps that facilitate the use of mobile devices to access business processes. Ctac concluded excellent contracts with new clients, such as SOUDAL NV and ZESPRI in Belgium, VIDELOT and APC in France and in the Netherlands ModusLink, Canal Company, CRH, and Garcia. In short, we have been able to make progress. Progress expanding our customer base and progress in our transition to a Solution Provider. With the result that we are well-positioned with a solid portfolio and strong strategy. And soon with a brand new head office in Pettelaarpark in s-hertogenbosch. We were also able to welcome new employees and thus also bring in new expertise. Specialists who know their sector inside out and who speak the customer s language. And who satisfy our standard of involvement and customer focus. We are also embarking on new paths strategically. With extra attention for Ctac Cloud Services, Composed Solutions, innovative technology, in collaboration with relevant partners, we will be positioning Ctac more strongly in the market. A strong brand is an important prerequisite; only in this manner will we be able to survive the recession! The new core values - integrity, loyalty, respect, openness, commitment - contribute to a successful organisation. This success was already apparent from the new certifications that Ctac was able to obtain in For instance, we qualified for the ISO re-certification and we attained the Excellent SAP Hosting Partner level within our Advanced Hosting Partner certification. We received a Graydon certification, which means that Ctac ranks among the five percent of the financially most stable companies in its sector. Our client Swiss Sense received the SAP Quality Award for the most innovative implementation project of So we are obviously looking forward to the future with confidence will be the year in which Ctac celebrates its 20th anniversary. Ctac the Netherlands is moving to a new head office that will also provide a new impulse. It will be an exciting as well as an interesting year. The market is tough, but as the lean and mean organisation that we now are, we are in a good position. We are ready for Henny Hilgerdenaar 2 CTAC annual report

4 Contents 3 Introduction 5 Contents 6 Ctac in figures 10 Profile 16 The Ctac share 18 Board of Directors 19 Supervisory Board 22 Report of the Board of Directors 38 Compliance with the Dutch Corporate Governance Code 42 report of the Supervisory Board 48 Financial statements 52 General information about Ctac 52 Major accounting principles applied for the financial statements 58 Accounting principles for the cash-flow statement 58 Financial risk management 59 Key estimates and assumptions 59 Information by segment 61 Intangible fixed assets 66 Tangible fixed assets 67 Deferred taxes 68 Trade receivables and other receivables 69 Cash and cash equivalents 70 Shareholders equity 70 Long-term liabilitie 71 Provisions 72 Trade payables and other debts 72 Personnel costs 73 Other operating expenses 73 Financing income and expenses 73 Taxes 75 Results per share 75 Off-balance sheet contingent and contractual obligations 78 Acquisitions and divestments 79 Related parties 81 Events after the balance sheet date 81 Company balance sheet as at 31 december 2011 (after profit appropriation) 82 Company profit and loss account for Explanatory notes to the company balance sheet and profit and loss account 82 Tangible fixed assets 83 Intangible fixed assets 83 Financial fixed assets 84 Trade receivables and other accounts receivable 84 Shareholders equity 84 Long-term liabilities 85 Trade payables and other debts 85 Employees 85 Contingent liabilities 85 Directors declaration 86 Other information 92 Independent auditor s report 94 Historical summary 96 terminology Index 97 supplement 1 CTAC annual report

5 Ctac in figures Key figures Results (in EUR x 1 million) Net turnover Gross margin Operating result before impairment of goodwill and one-off restructuring costs (0.0) 1.2 Operating result (12.7) 1.2 Result from ordinary activities before tax (13.2) 0.4 Net result (12.7) 0.2 Cash flow (net result plus depreciation) Employees (in FTE) As at 31 December Average over the year Turnover per employee (per FTE x EUR 1,000) Turnover per chargeable employee (per FTE x EUR 1,000) Selection of balance sheet figures Shareholders equity Net debt Total assets * Ratios Operating result/net turnover (17.4%) 1.7% Net profit/net turnover (17.5%) 0.3% Net profit/average shareholders equity (103.4%) 1.1% Shareholders equity/total assets 16.3% 37.1% Data per share of EUR 0.24 nominal value Number of weighted average outstanding ordinary shares 11,619,317 11,526,459 Net result (1.10) 0.02 Cash flow (net profit plus depreciation charges) Shareholders equity Cash dividend proposal 0 0 * The adjustment to the comparative figures 2010 concerns the correction of an error in the valuation of the repurchase obligations of minority interests in one of the participations acquired at year-end The adjustments relate to: intangible fixed assets (0.4), balance sheet total (0.4) 6

6 8 Geert Heijmans: Director Ctac Leisure & Hospitality CTAC annual report

7 Profile With a lot of passion and commitment helping organisations of all sizes with setting up, maintaining and updating their ICT infrastructure. That is what Ctac has been doing since Ctac is widely recognised as a knowledge company. An ICT company that is constantly thinking about the challenges of today and tomorrow and that helps its customers adapt to changing conditions in a flexible manner. The fact that we look for the synergy between the user and the system in doing so is not a matter of secondary importance as the success of automation depends on people. People and technology Ctac is successful because of the combination of a wealth of industry experience and extensive expertise in ICT solutions for business processes. A combination that makes organisations more flexible and efficient, in any economic context whatsoever. We provide assistance to companies with the realisation of lower costs, higher turnover, better products and/ or a larger market share. Or in other words: more competitive advantage. With our strategic solutions we build a bridge between people (users) and technology (software) in a pragmatic and results-oriented manner. In doing so, the question of how we can be of added value to our customers is leading. We will build on this in the coming years. quently, our focus lies on durable solutions with added value, now and in the future. Ctac participates in the thought process and develops effective, proven solutions together with its customers. Solutions that are tailored to the processes of today and tomorrow. With a clear eye for the questions and answers of the day after tomorrow. By spending time on research and development, we underline our involvement and customer focus, which explains our success in the market. Innovation from the field In the past twenty years, our professionals have built up extensive expertise in business processes within various market sectors. This knowledge forms the basis for our wide range of innovative solutions for nearly all core processes in companies: from financial administration up to and including logistics and from purchasing up to and including inventory management. Each and every one of these solutions are relevant solutions that have been developed in close cooperation with the market and therefore are optimally tailored to the ambitions of the customer. Due to this process of co-innovation, companies can bring their information processing to the desired level and operate more efficiently directly. Complete portfolio The complete portfolio that we offer ranges from licences, implementations and management and hosting up to and including optimisation and improvement projects. This enables us to offer complete end-to-end solutions and composed solutions. These are powerful, Composed Solutions with optimal fine-tuning between software, business processes and personnel. The sector-specific solutions that we offer are based on standard software components in combination with extensive process knowledge. As one of the biggest SAP Gold Partners in the Benelux and Microsoft Gold Partner, Ctac builds tailored software templates for specific sectors. These pre-configured solutions can be taken into use quickly and the benefits can be reaped within a short period. They are supplied to wholesalers, retailers, food companies and housing corporations, for instance. Furthermore, we offer a wide range of ICT solutions like Business Intelligence, Warehouse Management, portal solutions and Customer Relationship Management. Ctac is also more than ready for cloud services, Infrastructure-as-a-Service (IAAS) and Software-as-a-Service (SaaS). We complement our solutions with an extensive portfolio of training, hosting and management, secondment and consultancy services. Ctac guarantees an optimal service level, irrespective whether this concerns implementation of high-quality business software or the management of systems. This can also mean that we act as the ICT director for our clients, a role that we are pleased to assume. If necessary, together with critically selected third parties, to implement the total solution together without interruption of the business operations. Ctac Powerhouse synergy through collaboration Ctac operates in accordance with the Ctac Powerhouse business model. A unique business model with which we position ourselves strongly in the market based on a flexible, efficient Focus on the future Companies invest in technology in order to reap the benefits over a longer period of time. Conseand demand-oriented method of working. This model is based on various specialised, enterprising and independently operating business units that each serve their own areas of focus industry, service or solution in an effective manner. Together, the business units are big enough to offer customers the desired continuity via a complete range of products and services. Ctac Powerhouse stands for synergy through collaboration. Collaboration which fulfils ambitions. The ambitions of our customers and our employees. Ctac Powerhouse also stands for successful national and international partnerships. Partnerships with clients, with distributors of our solutions and with suppliers such as SAP and Microsoft. The result: broadly applicable, efficient solutions that increase the efficiency and effectiveness of the business. Composed Solutions Companies demand solutions that they can benefit from directly, with short implementation times and controllable costs. They also have a preference for standard products above tailor-made products that are expensive and time-consuming and, moreover, complicate the maintenance. Ctac provides an excellent answer to this with Composed Solutions: unique, sector-specific applications that are composed of ready-made components and can simply be combined into a broad, modular solution. For instance, our Fit4Retail template to which we can link, for example, a BI or document solution. The possibilities are endless. The client benefits with a customised standard solution that is surprisingly scalable and perfectly tailored to the company s needs. Ctac has built the necessary bridges between People and Technology and thus offering our customers substantial added value. Many Composed Solutions are realised in cooperation with our partners. Besides SAP and Microsoft, which supply the basic software, these partners are specialised niche players such as Ricoh, Readsoft, Winshuttle, Qlikview and Redwood. four clusters The organisational model we use reflects the current market and clusters our activities in three areas of focus: 1) Ctac Consulting (subdivided into Industries and Cross Industry Services), 2) Ctac Managed Services and 3) Ctac Microsoft Dynamics (subdivided into Industries and Cross Industry Services), and 4) Others. All of these areas are offered in the Netherlands and Belgium. This cross-border approach enables us to supervise both national and international (roll-out) projects. 1. Ctac Consulting Industries strength derived from optimal knowledge of the market For our sector-oriented business units, it s all about knowledge of the customer and its processes (customer intimacy). To this end, Ctac has developed extensive knowledge of various industries such as consumer products, retail, logistics, healthcare, real estate, utilities, wholesale and manufacturing. All segment-specific solutions offered by Ctac are supported on a project basis. Within these sectors, we also act as business partner and business consultant and, moreover, we offer solutions tailored to the sector. Our people are aware of the challenges, follow new developments closely and speak the language of the market in question. As we are a frontrunner in signalling changes in the market, we can translate these into innovative ICT solutions that give the client a leading edge. Cross Industry Services performance as a result of durable solutions These knowledge-oriented Ctac business units deliver extensive product expertise to optimise core processes and solve specific customer demands. They develop innovative state-of-theart solutions that can be implemented in every market - thus sector independent. Disciplines in which we excel are, among others, Business Intelligence (BI), and Mobility. 10 CTAC annual report

8 2. Ctac Managed Services Broad services for rapid improvement No woolly stories or fist-thick reports, but fast, practical solutions that immediately lead to improvement. Ctac s service-oriented business units make available specific IT expertise in a broad field and provide support to organisations that wish to ensure a professional infrastructure on their way to operational excellence. Our professionals have extensive experience in all aspects of automation and can be broadly deployed for training, testing, advice, functional and technical management and hosting, optimisation with a technical component and total management and hosting implementations. 3. Ctac Microsoft Dynamics Ctac Microsoft Dynamics supports all SAP related activities for the following industries and cross-industry services Industries more efficiency from optimal knowledge of the market Ctac Microsoft Dynamics operates in many different market sectors, with the emphasis on the leisure & hospitality and professional services market with the Navison CRM solution. The flexible ERP and CRM business software of Microsoft Dynamics can also be seamlessly linked to SAP and fulfils high levels of user convenience, adaptability and scalability. Developed to ensure better coordination of all business processes and integrated support. For more efficiency, higher productivity and lower costs. Cross Industry Services One uniform reality In order to deliver one uniform reality, fast and easily, Ctac Microsoft Dynamics has developed the link between the flexible ERP and CRM business software of Microsoft Dynamics and SAP. This solution fulfils high levels of user convenience, adaptability and scalability. Developed to ensure better coordination of all business processes and integrated support. For more efficiency, higher producti- vity and lower costs. Also part of the portfolio are the user-friendly en well integrated e-business solutions. 4. Others Others covers all the activities which have not yet been allocated to the other three parts, such as the SAP Business One solutions and secondment services. Specialisations 1. Ctac Consulting Industries Ctac Consumer Products Delivers powerful, versatile and flexible SAP sector solutions, such as Run4Food, Run4Feed and Run4Fresh, that build on years of food experience and that are suitable for all organisations in the whole process chain of the food industry. Directed at improvement of processes in which supply and demand can fluctuate strongly and speed is of crucial importance. Ctac Third Party Logistics SAP Expertise Partner for Supply Chain Execution, market leader in SAP LES and SAP SCM consultancy. Manages change processes and offers advanced solutions for, among others, storage methods and inventory planning. High-quality total solutions for controlling the logistic flow of goods for customers (third party), including products and services for warehousing, transport and customs. Ctac Real Estate The ICT partner for the real estate sector. Helps corporations and other companies with the realisation of modern, integrated real estate information systems based on the proven SAP platform. CHARE as the flexible foundation for process-oriented information management for real estate processes and activities. Ctac Manufacturing Introduces SAP Business All-in-One Manufacturing as the compact template for the manufacturing industry. More flexible production, less admi- nistration, more adequate planning without a single interface. This gives clear insight into purchase orders, stock levels, deliveries and logistics, plus the financial processing. Ctac Wholesale The SAP Retail Business All-in-One Wholesale template has been developed to meet your specific requirements. Compact, yet complete. The template supports all business processes and constitutes an excellent basis for complete integration. This gives you direct insight into essential business information, from the status of a purchase order to the final financial processing. Ctac Retail Total retail automation with intelligent SAP retail solutions for retail and wholesale companies consists of qualified templates and XV Retail. This user friendly and flexible Multi-channel retail solution is fully integrated with SAP. Ctac Healthcare Serves the growing demand for integral ERP and EPD functionality in healthcare. With SAP for Healthcare, for example, a modular end-to-end solution that is used for integrated business operations, electronic patient files and more efficient treatment and care planning and patient logistics. Ctac Utilities Combines specific system and product knowledge of the energy sector with ample management experience. Extensive expertise in SAP ERP and SAP IS-U. Provides business consultancy, application consultancy and project management. An expert in the sector, with additional connections in manufacturing, trade and (semi) government. Cross Industry Services Ctac Application Life-cycle Management Realises considerable savings by using SAP Solution Manager. Enables companies to get more out of SAP. Directed at an efficient use of systems and applications through cost reduction, higher productivity or a wider range of services to the operations units. Ctac Business Intelligence Advice and implementation services in the field of SAP BI for companies on their way to best-run business. Provides managers with accurate management information at every desired level. For a better grip on the company and capitalising on market opportunities at lower costs. Ctac Enterprise Asset Management Integral services for optimal security, installation availability, emission management and compliance. Improved overall performance of business assets at controllable costs for companies who really wish to operate in a sustainable manner. Ctac Warehouse Optimisation Services Makes logistics into a weapon by means of physical restructuring, organisation advice and the application of hardware and software. Demonstrable performance improvement due to less use of space, less personnel, more pallet locations and a better service level. Savings of sixty percent on the operational expenses are no exception. Ctac NetWeaver Solutions User-friendly and safe implementation of the SAP environment for higher turnover and lower costs. Yellow2B introduces maklik : a unique concept with which SAP becomes available for a wider public. Even for the inexperienced SAP user. Ctac Education Training consultancy, practical training programmes and workshops in the use and management of SAP systems. Makes use of practical tools to fill in change management in the desired manner and to achieve an optimal project result. Professional audits in Business Intelligence, SAP Security, SAP Financials and ABAP. Ctac Winshuttle Easy, fast and safe exchange of data between SAP and Microsoft Excel or Access. A user-friendly and economic solution to automate data entry and to reduce the costs of data management with immediate benefits. Ctac Test Services Integral solutions for professional testing and acceptance of SAP and related applications upon release changes and other major system changes. Provides complete test projects and provides experienced resources for existing projects. 2. Ctac Managed Services CMS Technology Tailored technical management expertise with the emphasis on SAP set-up, configuration, upgrades, patches, performance analysis and tuning, architecture advice, related operating systems and database platforms. In short: all technical services for a problem-free 24/7 availability of SAP systems. CMS Functional Biggest management partner of SAP. Offers the suitable answer to all issues regarding continuity, performance, capacity and optimisation. Tailormade total solutions for every sector and company size. Operates remotely, on-site and on a project basis. CMS CCC The management activities are supported by the Customer Care Centre (CCC) that consists of our Service Desk and Service Managers. The Service Desk is the point of contact for all customers. The Service Managers ensure the quality of the management service. CMS Hosting Availability, security, data recovery and compliance, these are the highest priorities where systems are concerned. Ctac s hosting stands for the most cost-efficient method to ensure these necessities round the clock. Safeguarded against disasters, payment according to use. In short: security at the lowest price. Invoice Cockpit Innovative total solution for electronic invoice processing that can lower the cost per invoice by fifty to sixty percent. Results in time savings and makes the processing of purchasing invoices considerably more efficient. Designed in collaboration with Read- Soft and Ricoh. 12 CTAC annual report

9 3. Ctac Microsoft Dynamics Ctac Leisure & Hospitality Offers ready-made and integrated functionality for the day recreation sector. For more visitors and lower operating expenses regardless whether it concerns an amusement park, zoo, swimming pool or theatre. All business processes are optimally supported from the front desk up to and including the financial administration. Ctac Professional Services CRM total solution of Microsoft Dynamics for project administration including phasing, time registration and a fast settlement of the invoicing processes. Supports project-based operating companies in their business processes. Ctac provides for delivery, implementation and management. Ctac Microsoft Dynamics CRM For many companies, consolidating customer data in one system continues to be a challenge. As a result, a lot of time is wasted every day searching for customer details. This time can be better devoted to customers. Ctac has therefore developed a link to integrate SAP and Microsoft Dynamics CRM. Thus essential data is made available in one location and can be used to respond to customer queries. 4. Others Persity Resourcing Staffing of Ctac projects and secondments at customers with both internal and external consultants. In addition, Persity Resourcing has very experienced SAP professionals on the payroll, who are remunerated based on turnover-generating ability. Any construction is possible, but always based on a strong personal network. Persity Search The right candidate for the right client, with the focus on SAP. Selection and recruitment based on curriculum vitae and job profile, with the personality of the candidate and the culture of the client weighing heavily. For the best possible match. Ctac SAP Business One The administrative all-in-one SAP solution for the SME sector, installed in no more than fifteen days. Provides fast and complete insight into the business processes without large investments or high training costs. Yellow & Red Realises user-friendly and strongly integrated E-business solutions based on Microsoft technology. Usability, content management and integration with existing processes and systems. SharePoint guarantees seamless integration of company website, operating system and operating processes. 14

10 The Ctac share Financial schedule 2012/ March 2012 Publication of 2011 financial figures 4 April 2012 Publication of 2011 annual report 16 May 2012 General Meeting of Shareholders 16 May 2012 Publication of quarterly report for the first quarter August 2012 Publication of half-year figures 8 November 2012 Publication of quarterly report for the third quarter March 2013 Publication of 2012 financial figures 15 May 2013 General Meeting of Shareholders Key figures ordinary shares Number of weighted average outstanding ordinary shares: 11,619,317 Highest closing price 2011 (EUR): 2.23 Lowest closing price 2011 (EUR): 0.52 Closing price year-end 2011 (EUR): 0.62 Net result per share (EUR): (1.10) Operating result per share (EUR): (1.09) Dividend per share (EUR): 0.00 Dividend yield in % at year-end 2011: 0% Net asset value (EUR): 0.52 Data per share of EUR 0.24 nominal value Number of weighted average outstanding ordinary shares: 11,619,317 11,526,459 Net result (1.10) 0.02 Cash flow (net profit plus depreciation) Shareholders equity Proposed dividend in cash 0 0 Issued and paid-up capital The authorised share capital amounts to EUR 7,200, 000 and is divided into 30,000,000 shares of EUR 0.24 as follows: 14,999,999 ordinary shares, 15,000,000 preference shares and 1 priority share. The issued share capital consists of 11,650,269 ordinary shares and 1 priority share. Development of share capital The number of outstanding ordinary shares on 31 December 2011 amounted to 11,650,269. Dividend policy In principle, Ctac s dividend policy aims to pay out 30 to 40 percent of the net profit to the shareholders. Ctac may depart from this policy in connection with the financing of future growth. Act on Disclosure of Major Holdings The register of the Netherlands Authority for the Financial Markets (AFM) in connection with the disclosure of major holdings of shareholders in securities-issuing institutions contains the following investors with participating interests higher than 5% (source: AFM). Date of Disclosure disclosing Party Interest 10 March 2008 Zuidwal Holding B.V. * 28.53% 17 July 2008 Alpha Holding B.V., Elpico B.V., Invenet B.V. ** 14.26% * Is a subsidiary within the meaning of Section 1, subsection 1 under d of the Act on Disclosure of Major Holdings 1996 in conjunction with Article 24a of Book 2 of the Dutch Civil Code of Mr H.A.M. Cooymans. ** The same applies with regard to Mr H.P.W.P.T.M. van Groenendael. 16 CTAC annual report

11 Board of Directors Supervisory Board Mr H.L.J. Hilgerdenaar (1960), Dutch nationality. Mr H.P.W.P.T.M. van Groenendael (1960), Dutch nationality. Mr W.J. Wienbelt (1964), Dutch nationality. Mr H.G.B. Olde Hartmann (1959), Dutch nationality. Mr H.P.M. Jägers (1941), Dutch nationality. Mr E. Kraaijenzank (1956), Dutch nationality. Director under the articles of association Chief Executive Officer (CEO) Director under the articles of association Chief Information Officer (CIO) Resigned from the Board of Directors on 25 August 2011 Director under the articles of association Chief Financial Officer (CFO) Resigned from the Board of Directors on 16 November 2011 Chairman of the Supervisory Board Director/owner of Financieel Bedrijfsmanagement (FBM) B.V. Member of the Supervisory Board of Papierverwerkende Industrie Van den Brink B.V., VSI B.V. and Adimec Holding B.V. Emeritus professor at the Faculty of Economics and Business of the University of Amsterdam. Important ancillary positions: member of the Economic Council of the Stichting Erfgoed, chairman of the WMO Council Oisterwijk. Board member, CFO and COO Avebe. Member of the Supervisory Board of HZPC. Appointed to the Supervisory Board of Ctac in May The current term is for four years until the date of the 2013 Annual General Meeting of Shareholders. Appointed to the Supervisory Board of Ctac in May The current term is for four years until the date of the 2014 Annual General Meeting of Shareholders. Appointed to the Supervisory Board of Ctac in May The current term is for four years until the date of the 2013 Annual General Meeting of Shareholders. 18 CTAC annual report

12 20 Hein Kivits: Director Ctac Wholesale & Manufacturing CTAC annual report

13 Report of the board of directors INTRODUCTIon The year 2011 was a difficult year for the ICT services sector and thus also for Ctac. After a cautious recovery of the market in 2010, the willingness to invest in ICT projects in 2011 was low in general due to the uncertain economic conditions. Consequently, the results in the first half of the year remained under pressure and halfway through the year we decided to take one-off restructuring costs and thus structurally lower our cost base. As a result of the real market recovery failing to materialise, from the point of view of prudence and based on the most recent insights regarding the growth of the various business units, we have recognised a one-off noncash write-off of goodwill of EUR 11.5 million in our results over In combination with this write off, we defined our strategy more clearly at the end of This also means that we began performing a more critical assessment of all of our activities with regard to profitability and cashgenerating ability. The disposal of business activities that have insufficient potential to satisfy the profitability requirements within a reasonable period of time or that are no longer in line with Ctac s strategy, is one of the possibilities in this case. We have worked hard in the past year on setting up a more efficient organisation en we realised the planned cost savings according to plan. As of August, this resulted in a gradual improvement of our underlying results, which continued in the first two months of Results (x EUR 1,000) Net turnover Net result (12.737) 201 (2.115) Personnel Average number of employees (FTE) Ratios Operating result/net turnover 0.0% 1 1.7% (2.6%) 10.7% 7.3% 1 Excluding the impairment of goodwill of EUR 11.5 million and one-off restructuring costs of EUR 1.2 million. Also in view of our good positioning in the market and the more clearly defined strategy, we expect to make further progress for 2012 as a whole in the area of improving profitability. STRATEGY Ctac Enabling your Ambition It is Ctac s ambition to develop durable Composed Solutions for its customers. Composed Solutions are unique sector-specific applications that are composed of ready-made components. Extensive knowledge of the market sectors in which we operate and the in-depth knowledge regarding the application of innovative ICT technologies enable us to do this. In the past years, Ctac has structured the organisation and redefined the strategy in such a manner that Ctac can focus optimally on the transition from ERP service provider to Solution Provider. In the coming years, the focus will lie on the further expansion of business units that are completely market and/or knowledge oriented, that are optimally structured to provide high quality, specialist solutions to customers. This model, whereby the results responsibility lies within the business unit and the commercial team acts from within the business unit, corresponds excellently with Ctac s company culture, where entrepreneurship and teamwork are core values. The theme of the strategy that has been more clearly defined in the past year is making ambitions come true. Not only concerning the ambitions of our customer, but also of our employees. Ctac: Enabling Your Ambition. Ctac distinguishes the following objectives: the unburdening of (international) customers in the (larger) SME by offering suitable and reliable ICT solutions at acceptable rates. These solutions should also make an important contribution to the profitability of these customers and the continuity of their companies; the further development from ERP service provider to distinctive supplier of composed ICT solutions (Solution Provider); to develop the Ctac organisation to capitalise on market opportunities and ensure continuity for all stakeholders. More concretely, we shall aim to create added value for our customers and the quality solutions for our custo- mers in the selected market segments shall have a recognisable added value. Effectiveness remains very important in this case, with special attention to flexibility, customer-orientation and employee satisfaction. SECTORS IN WHICH CTAC IS ACTIVE As of 2012, we approach the sectors in which Ctac is active in a manner that is more in line with our propositions for our customers and based upon which our internal organisation is now organised. This has taken place as a result of the more clearly defined strategy whereby specialist knowledge about various market sectors prevails above the size of the customer. In the Netherlands the activities of Ctac MKB, Ctac Business Services and Ctac Professional Services have now been clustered to new units. These business units target existing and newly defined markets and areas where Ctac wishes to and can play an active role and where the portfolio model, consultancy, hosting and management, and products can be applied. In this model, Ctac aims for a well-balanced distribution whereby it remains our aim that Managed Services constitutes at least 50% of the turnover. Similar activities are clustered in the new structure. Ctac distinguishes four business units, Ctac Managed Services, Ctac Consulting, Ctac Microsoft and Other. The activities that fall under Ctac Managed Services are unchanged. This concerns bringing together specific ICT expertise in a wide area and offering assistance to organisations that wish to ensure a professional ICT infrastructure. All SAP related activities that were previously grouped under Ctac Business Services, Ctac MKB and Ctac Professional Services are now grouped under Ctac Consulting. Ctac Microsoft contains all Microsoft-related activities, including Dynamics and Yellow s Microsoft-related activities. The activities that cannot be allocated to the other three business units, such as Meridian IT and the selection and recruitment services of Persity are grouped together under Other. Ctac Consulting This business unit contains all SAP related activities for the following industries and cross-industry services: Ctac Microsoft From this business unit, Ctac is active in the field of Microsoft CRM solutions for companies in various market sectors. Furthermore, the emphasis at present lies on the Leisure & Hospitality market with the Navision CRM solution. Yellow & Red is also active in these propositions. Ctac Managed Services This part offers management, hosting and system optimisation and is therefore not linked to specific market sectors. With Ctac Managed Services we take over the management of the systems for the customer. Ctac Managed Services supports the whole life cycle of systems, so that customers can focus completely on their core business. Ctac Managed Services consists of Ctac Care Centre, CMS Functional Unit and CMS Technical Unit. Data centre facilities Ctac has placed its data centre for the hosting of SAP and Microsoft services at TelecityGroup in Amsterdam. With this step, Ctac has strengthened its existing hosting proposition. In addition, it is possible to develop new, advanced cloud services from the new location. Ctac is the first to launch new services: a Self-Service Portal and Ctac Archiving-as-a-Service. With the Self-Service Portal, a customer can increase or decrease system capacity by simply pressing on a button and obtain real-time insight into his own use. Ctac Archiving-asa-Service is a full-service solution for SAP archiving and thus forges a link between ICT objectives and continuing and increasing information requirements of the user organisation. With this archiving concept, customers can archive carefree and faster and the user maintains his existing flexibility where it concerns the consulting and analysing of SAP data. Other The activities that cannot be allocated to the other three business units, such as Meridian IT and the secondment services of Persity, are grouped together under Other. 22 CTAC annual report

14 MOST IMPORTANT DEVELOPMENTS NEW INITIATIVES Persity Resourcing and Persity Search On 31 January, the two companies Persity Search and Persity Resourcing of Persity Recruitment and Ctac Nederland were established. With Persity Resourcing, Ctac is active in the field of the secondment of SAP consultants. Persity Search BV is active in the field of the recruitment and selection of (SAP) professionals and sales, both for Ctac and for third parties. Ctac holds 51% and Persity holds 49% of the shares in Persity Resourcing and Persity Search. Ctac has expanded its range of services in the Netherlands with this participation. Ctac s interest will be increased to 100% in the coming years in four equal parts. The price that will be paid for the expansion of Ctac s interest depends on the future results. SELECTION OF NEW PROJECTS / CONTRACTS Ferney Group In January, Ferney Group, the largest Dutch purchasing combination in the field of hardware, machines and tools, took the SAP wholesale trade solution for the construction industry of SAP partner myuice into use to support all of the logistic processes. The solution supplied by myuice is based on SAP Business All-in-One. The system was developed specifically for technical wholesalers that require an extensive, business-specific ERP system at low costs and with a relatively short implementation time. PostNL It was announced in April that PostNl had selected Ctac as partner for SAP development and management of customised solutions. As from 1 April 2011, Ctac assumed the complete responsibility for the development and the management of all of the SAP customised applications within the SAP environment of PostNL. Ctac offers the services from its SAP Software Development production line and applies its own software development standards. Action It was announced in May that the well-known Dutch retail chain Action has opted for the retail solution XV Retail from Ctac for the complete support of all store processes. The solution is in use at all 250 Action stores in the Netherlands, Belgium and Germany. XV Retail provides a direct link between the head office, distribution centre and all stores. Action thus benefits from one software application for all store processes. This offers the company realtime insight into all sales activities. This information is available directly in the underlying SAP system. Maasdelta Group It was announced at the beginning of June that Maasdelta Group will make use of Ctac s CHARE solution for its non-plan-related maintenance projects whereby customer orientation, user convenience, chain integration and mobile working are important points of departure. CHARE is Ctac s SAP Business All-in-One-solution, specially developed for the housing corporation sector. Ctac is market leader for the housing corporation sector with this solution. SAP training programmes for Dutch hospitals A new training programme for SAP users in the healthcare sector was launched in September. The SAP healthcare training is the first and only training for this sector that is specifically tailored to the Dutch situation. In this training, SAP users learn how to use the SAP IS-H system. Modules have been developed by Ctac Education and market specialist Ctac Healthcare so that a modular training programme can be offered. These modules form the basis for the customised training solution. Canal Company Canal Company, organiser of first-rate and innovative arrangements on and around the Amsterdam canals, took the then recently introduced Ctac Leisure & Hospitality solution into use in September. This is the first fully integrated computerised system for the day recreation sector. Canal Company benefits from various modules from the recently launched sectorspecific solution, including reservations & planning, CRM, Point-of-Sale (POS)/booking office, web shop, logistics/purchasing and finance. Ctac Leisure & Hospitality supports Canal Company with all core processes; from front desk, personnel planning and (internet) reservations up to the booking office/cash register. Bed specialist Swiss Sense Swiss Sense, well-known for its highquality box springs and mattresses, went live in November with Fit4Furniture. With this combined solution of SAP for Retail and Ctac s branch solution XV Retail, the bed specialist standardises its information provision and logistic processes. SAP Netherlands awarded the Quality Award Golden Award SME to this project because of the innovative manner in which Ctac and Swiss Sense implement SAP software. It is Ctac s ambition to develop durable Composed ICT Solutions for its customers. Garcia Fashion brand Garcia supports its wholesale activities with Ctac s ICT solution Fit4Fashion since December. Fit4Fashion has been developed as a SAP All-in-One template, an ERP solution that has been completely tailored based on the best practices in the fashion industry for fashion retailers and fashion wholesalers. The software is tailored to the specific needs of the fashion industry, such as product range management, seasonal influences, tracking & tracing of purchase orders, and vendor management. Ctac s solution for the fashion sector is already in use at, among others, The Sting, Tommy Hilfiger, M&S Mode, Euro Shoe Group and B32 Group. COLLABORATION AGREEMENTS Softbrick Softbrick and Ctac concluded a collaboration agreement at the end of March whereby Ctac has taken up the Softbrick Workforce Management Solutions in its retail software portfolio. With this, Ctac is able to take advantage of the growing demand of its customers for Composed Solutions, whereby Ctac supplements its own templates with specific software supplied by third parties. Softbrick offers various sector-specific solutions for, among others, the retail (food, fashion and other) and hotel, catering and restaurant industry. Depending on the customer s wishes and requirements these solutions provide personnel planning, standardisation and budgeting, time registration and access control, or a combination thereof. This software can be used in combination with the Ctac retail templates for support of the core processes. Ideo Ideo and Ctac Real Estate concluded an exclusive partnership in April to further professionalise the business processes in connection with the property of housing corporations. Ctac and Ideo base these solutions on CHARE, Ctac s SAP Business All-in- One solution for corporations, and on Ideo templates, such as Mobile Maintenance Man en Mobile Rent Mutation. With Ctac and Ideo s combined solution, housing corporations can carry out unplanned and planned maintenance processes and rent mutations completely mobile. In addition, a complete integration with the primary CHARE system is possible. With this solution, a corporation realises an optimal planning and employment of people. The logistic and financial processes also improve. Dutch Application Company During the VNSG congress that took place on 12 and 13 April 2011 in Groningen, the Dutch Application Company and Ctac subsidiary Yellow2B signed a strategic collaboration agreement for the development of solutions to connect data in SAP and Microsoft environments through mobile applications to smart phones and tablets. This collaboration is in line with Ctac s strategy to offer total solutions to its customers. Within the collaboration, Yellow2B focuses on organising data in business information systems that are based on SAP or Microsoft Dynamics. Translating this data, either using Sybase or not, to a mobile device is Yellow2B s expertise. Dutch Application Company is an expert in the field of mobile apps. icas At the beginning of June, Ctac signed a letter of intent for a strategic collaboration with the German SAP specialist icas. Based on this agreement, this partner will include the myuice ProTrade solution for wholesalers from the Ctac subsidiary myuice in its product portfolio. ProTrade is a software template for wholesalers based on SAP Business All-in-One. The solution supports all core processes at wholesalers, varying from sales and inventory management to finance and personnel. The template can be implemented at wholesalers in a very short time and gives immediate results. Years of experience in the wholesale sector and the input of wholesalers formed the base for the development of the template. As a result, the solution is completely tailored to the specific challenges that technical wholesalers face. This intended collaboration is an important step in Ctac s international strategy to distribute SAP templates via resellers outside of the Netherlands. PARTNERSHIPS AND CERTIFICATIONS SAP Channel Award In January, Ctac was awarded the Channel Award by SAP for the seventh time. Ctac received the SAP Business All-in-One Partner Award SAP presents these awards each year. The SAP awards are an important impetus for Ctac to continue to offer and further develop SAP based solutions, with which SME customers optimise their processes and achieve commercial success. SAP Vertical Expertise Partner (VEP) Utilities In April, the Ctac subsidiary IFS Probity was appointed by SAP as SAP Vertical Expertise Partner (VEP) Utilities. SAP grants VEP status to companies that have extensive and in-depth knowledge of a specific market segment and a lot of experience with SAP solutions. The development that an organisation has gone through is also important for granting the status. IFS Probity has been selected by SAP because the company has the right knowledge of and experience with SAP solutions for the utility sector. 24 CTAC annual report

15 SAP certification for five Ctac retail solutions Halfway through the year, SAP certified five Ctac retail solutions. Ctac s five retail templates are thus the only tailor-made retail software solutions in the Benelux with an official SAP certification. Fit4Retail, Fit4Fashion, Fit4Food, Fit4Furniture and Fit4Electronics have been developed by Ctac to provide solutions for the specific needs of companies in certain sectors, including fashion, food, and consumer electronics. These templates are based on SAP Business All-in-One, the SAP solution for small and medium-sized companies. SAP Excellent Hosting Partner On 16 November, after a bi-annual audit of Ctac s SAP hosting services, SAP Netherlands granted Ctac a new and also the highest possible certification. Ctac was granted the status of SAP Excellent Hosting Partner. Ctac is the only Dutch SAP partner that has received this Excellent certification form the Dutch SAP organisation. In addition, SAP Netherlands extended the SAP Application Management Services Provider certification of Ctac with two years. Ctac has been providing SAP hosting and management services since In 2011, Ctac invested extra in the further improvement of the quality of these services, further tightened the internal processes and also worked on the further virtualisation of the data centre. This led to an upgrading of Ctac s status to SAP Excellent Hosting Partner after the audit. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS It was announced on 25 August 2011 that Harrie van Groenendael had resigned from his position as Chief Information Officer on the aforementioned date and resigned from the Board of Directors of Ctac by mutual agreement. On 16 November 2011, Ctac and Jan-Willem Wienbelt decided by mutual agreement that Mr Wienbelt would resign on this same date as Chief Financial Officer of Ctac and that his employment contract with the organisation would be terminated at the beginning of Henny Hilgerdenaar (CEO) and Jan-Willem Wienbelt (CFO) initially took care of Mr Van Groenendael s duties. As of 16 November 2011, Mr Hilgerdenaar also took care of the CFO s tasks. As announced earlier, a new CFO has been recruited in the meantime. During the Annual General Meeting of Shareholders on 16 May 2012, the proposal for the appointment of Douwe van der Werf as CFO and member of the Board of Directors will be put before the shareholders. The Supervisory Board has decided that the tasks of the CIO shall be divided among the two members of the Board of Directors; therefore the board will continue to consist of two members. FINANCIAL DEVELOPMENTS Turnover The turnover in 2011 amounted to EUR 73 million, which represents a 2% increase compared to the turnover in 2010 (EUR 71.4 million). Prices continued to remain more or less stable across the board in Turnover levels were higher than in 2010 in all quarters. The turnover consisted of licences and maintenance contracts sold amounting to in total EUR 10.0 million (2010: EUR 10.3 million). Approximately EUR 4.2 million of the licences turnover concerned new projects (2010: EUR 5.0 million). The rest, EUR 5.8 million, concerned maintenance contracts (2010: EUR 5.3 million). The turnover per employee (based on the average number of FTEs on an annual basis) amounted to EUR 154,500 and thus equalled the turnover per employee in 2010 (EUR 154,500) as well as the turnover per chargeable employee (2011: EUR 170,000; 2010: EUR 170,000). Turnover by segment Ctac changed its organisational structure in the second half of This structure is more in line with the customer propositions and the manner in which the organisation is set up and managed internally. Similar activities are clustered in the new structure. Ctac the Netherlands distinguishes four clusters, Ctac Managed Services, Ctac SAP Consulting, Ctac Microsoft and Other. The activities that fall under Ctac Managed Services are unchanged. This concerns bringing together specific ICT expertise in a wide area and offering assistance to organisations that wish to ensure a professional ICT infrastructure. All SAP related activities that were previously grouped under Ctac Business Services, Ctac MKB and Ctac Professional Services are now grouped under Ctac Consulting. Ctac Microsoft contains all Microsoft-related activities, including Dynamics and Yellow s Microsoftrelated activities. The activities that cannot be allocated to the other three business units, such as Meridian IT and the selection and recruitment services of Persity are grouped together under Other. The turnover of the activities in the Netherlands over 2011 increased by 4.1% to EUR 57.3 million (2010: EUR 55.0 million). This increase in turnover can mainly be attributed to Ctac Managed Services and Ctac Microsoft. The turnover of the activities in Belgium over 2011 decreased by 7.1% to EUR 14.4 million (2010: EUR 15.5 million). The other international activities have increased considerably due to activities in France where in 2010 the activities for the roll-out of the in-house developed XV Retail solution were started. The turnover increased substantially also as a consequence of higher licence sales. Purchase value The composition of the turnover in 2011 changed minimally compared to The purchase of software licences and maintenance contracts decreased in 2011 by 6.2% to EUR 6.3 million (2010: EUR 6.7 million). External hiring rose from EUR 9.7 million in 2010 to EUR 10.1 million in Turnover by segment and by country (excluding inter-company turnover) % The Netherlands Ctac Managed Services 18,976 17,651 8% Ctac Consulting 32,552 32,617 0% Ctac Microsoft 4,244 2,776 53% Other 1,483 1,930 (23%) Total Netherlands 57,255 54,974 4% Belgium 14,371 15,468 (7%) Other international activities 1, (41%) Total 72,983 71,402 2% Expenses Personnel costs rose in 2011 on balance by 6.0% compared to the previous year. Excluding the restructuring costs, the increase amounted to 3.1%. The personnel costs per FTE, excluding the restructuring costs, rose by 0.9% compared to This increase is the balance of wage increases of approximately 3% in 2011 and a lower provision for bonuses. The average number of FTEs has risen from 462 in 2010 to 472 in The number of employees (headcount) at year-end 2011 amounted to 492 compared to 501 at year-end Other operating expenses rose by 15.8% to EUR 13.8 million (2010: EUR 11.9 million). The increase of the other expenses is mainly the result of higher consultancy costs and of a shift of depreciation charges to the other operating expenses by bringing the hardware for the hosting activities into an operational lease. The consultancy costs rose mainly due to a project that was started in June 2011 to optimise the commercial organisation in the Netherlands. Depreciation charges decreased from EUR 2.6 million in 2010 to EUR 2.4 million in The depreciation charges relating to tangible fixed assets decreased due to bringing the hardware into an operational lease. The depreciation charges on the intangible fixed assets increased due to acquisitions in the second half of Operating result The underlying operating result amounted to EUR 0.0 million in 2011 compared to EUR 1.1 million for Including the (non-cash) impairment of goodwill (EUR 11.5 million) and the one-off restructuring costs (EUR 1.2 million), the operating result in 2011 amounted to EUR 12.7 million negative. At EUR 0.6 million, the underlying operating result in the fourth quarter of 2011 was at the same level as the fourth quarter of 2010 (EUR 0.6 million) and was in line with the gradual improvement of the underlying results as this became visible as from August. The improvement is the consequence of implemented efficiency improvements in the organisation and the effects of the cost savings programme that was launched in July CTAC annual report

16 Interest expenses The bank debt rose in 2011 from EUR 5.7 million to EUR 6.5 million, due to the payment of earn-out obligations and due to investments in the new office building that is taken into use in the spring of The interest expenses in 2011 amounted to, on balance, EUR 0.4 million (2010: EUR 0.2 million). The tax burden decreased from 52.0% in 2010 to 3.3% in This is mainly due to the non-tax-deductible impairment of goodwill. Net result and net result per share The net result over 2011 amounted to EUR 12,7 million negative compared to a net profit of EUR 0.2 million in This translates into a negative result per outstanding ordinary share of EUR 1.10 based on 11,619,317 shares. The number of outstanding ordinary shares on 31 December 2011 amounted to 11, The proposal submitted to the General Meeting of Shareholders is not to pay out a dividend over the 2011 financial year. Balance sheet structure Due to the impairment of goodwill, the balance sheet total decreased from EUR 49.7 million at year-end 2010 to EUR 37.4 million at year-end As a result of the recognition of the net loss over 2011, shareholders equity decreased to EUR 6.1 million (year-end 2010: EUR 18.6 million). As a result, the solvency at year-end 2011 decreased to 16% (year-end 2010: 37%). The debtors decreased by 8% at year-end 2011 compared to the 2010 financial year. This is mainly the result of improved debtor management. The average number of outstanding days per debtor over 2011 decreased slightly compared to The shortterm bank debt amounted to EUR 6.1 million at year-end 2011 (year-end 2010: EUR 4.8 million). As of 15 March 2011, Ctac concluded a financing facility with ABN AMRO Bank, for an amount of EUR 10.8 million and as a replacement of the facility made available by F. van Lanschot Bankiers. A pledge right on receivables, fixtures and fittings and IP rights has been granted as security. This facility was reduced to EUR 10.4 million as of 1 November. Cash flow and investments The cash flow from operations amounted to EUR 1.6 million positive in 2011 (2010: EUR 1.0 million positive). The increase is mainly the result of a positive development of the working capital due to the improved debtor management. EUR 2.8 million was invested in tangible and intangible fixed assets in 2011 (2010: EUR 1.3 million). Investments in tangible fixed assets amounted to EUR 0.7 million (2010: EUR 1.0 million) and consisted mainly of the replacement of ICT infrastructure and new computers and investments in the new office building which will be taken into use in the Spring of The investments in intangible assets amounted to EUR 2.1 million in 2011 and consisted in 2011 of amounts paid for the settlement of earn-out obligations on earlier acquisitions (2010: EUR 0.3 million). The net cash flow amounted to EUR 2.1 million negative in 2011 (2010: EUR 1.7 million negative). PERSONNEL DEVELOPMENTS Employees at the centre Employees are the most important asset of the company for an IT Solution Provider such as Ctac. Ctac can only grow because of its employees. The theme of the more clearly defined strategy in the past year is making ambitions come true. An important part of this is that we enable our employees to realise their ambitions in Ctac. Ctac s Human Resources (HR) policy aims therefore at creating a working climate in which there is room for growth, development and new challenges. Integrity, loyalty, respect, openness, commitment and entrepreneurship are core values. Ctac invests in its employees and offers them the opportunity to develop. Ctac does this via personal development plans that are drawn up at the beginning of the year. The company s objectives and the ambitions of the employee are used as input. Development projects take place in technical areas, but also in the field Approach]. The ultimate objectives of the new DNA programme are better employership, optimal facilitation of sharing knowledge and constructive and inspiring collaboration. Ctac involves its employees in the DNA programme by organising excursions and by inviting employees to attend DNA sessions. In addition, employees are kept up-to-date on the progress of the DNA programme by means of monthly newsletters. EMPLOYEE SATISFACTION SURVEY (MBO): Employee satisfaction has increased Ctac considers it very important to constantly monitor and improve the job satisfaction of every employee. The success of our organisation is mainly determined by the satisfaction and commitment of the employees in the organisation. The fourth Employee Satisfaction Survey took place in the Netherlands at the end of The survey was conducted by the independent research agency Effectory. The response was 74.5% and thus higher than the response in The results show that the general satisfaction An important part of the strategy is that we enable our employees to realise their ambitions within Ctac. The most important points for improvement that came to the fore in the 2011 survey were that the collaboration between the various business units could be further improved as well as the communication about, in particular, the objectives. The survey also shows that the balance between home and work could be further optimised and employees are of the opinion that their remuneration could be improved. Of course, the outcomes of the survey differ per business unit. The outcomes were evaluated and improvement plans have been drawn up per business unit. The improvement plans will be monitored by the Management Team. An employee satisfaction survey was conducted for the second time in Belgium in Here as well, the survey was conducted by the independent research agency Effectory. The response was 85%. The survey results show that the collaboration within the company is valued highly as well as the fact that the communication about important issues has been improved. Also the appointment of managers that pay sufficient attention to the personal development of employees and motivate employees is appreciated. The most important point for improvement that comes to the fore in the survey is that the balance between home and work can be further optimised. The survey also showed that more attentions is requested for challenging work and improving the efficiency with Ctac Belgium. of personal and management skills. As Ctac is active in many branches of ICT, there is ample opportunity for growth and development. This is an essential part of Ctac s HR policy; in addition, the balance between work and home is also given a lot of attention. In the Netherlands, a central theme during the relocation to the new head office in May 2012, is the De Nieuwe Aanpak (DNA) [The New within Ctac has improved in 2011 to a score of 6.9. The score in 2011 rose slightly compared to 2009 and The 2011 survey also shows that employees are positive about the nature of their work, the career possibilities, the relationship with their supervisors, the collaboration within the business unit, the challenges in their jobs and the room for own initiatives. 28 CTAC annual report

17 Diversity The ICT services sector is a world that naturally has a greater appeal to men than to women. Approximately 20% of the employees at Ctac is female. Ctac considers a certain degree of diversity to be important within the company; however, quality and motivation will always be leading when recruiting new people. Ctac seeks to increase the diversity by means of offering certain employment conditions, such as working part-time, flexible working hours, education and internal career opportunities. Absenteeism Ctac carries out an active policy to prevent lengthy absenteeism by providing information on recognising the first symptoms of illness and on possible (prevention) methods. In this manner, Ctac attempts to reduce the absenteeism due to illness. The average absenteeism decreased to 3.2% in 2011 compared to 3.8% in Scarcity on the labour market When the economy recovers, the first signs of scarcity on the labour market will become visible again. By absorbing the earlier decrease in demand by reducing the hiring in of external staff, Ctac has been able to safeguard the position of its own in-house professionals and it has a good position when the market recovers again. Employee participation in decision making The employee participation in decision making within Ctac is organised within the works council (OR) and consists of six people. The focus lies on a constructive dialogue between the management and the representatives of the employees. In Ctac s ambition is to develop the Ctac organisation to capitalise on market opportunities and ensure continuity for all stakeholders. this case, Ctac adopts a pragmatic and solution-oriented approach. The works council met with the Board of Directors a number of times in 2011, whereby a member of the Supervisory Board attended one of the meetings. Recurring agenda items in these meetings are market and result developments. Specific subjects that were discussed in 2011 were: Ctac s strategy , the necessary measures to mitigate the effects of the lower demand for ICT projects, and the possibilities to improve Ctac s market position. Specific themes such as the future funding of Ctac, future accommodation and data centre facilities were also discussed in detail. The works council has provided advice and/or consent with regard to various matters. Corporate Social Responsibility within Ctac The long-term vision and continuity of the organisation are the most important points of departure of corporate social responsibility within Ctac. In addition, there is a clear awareness within the ICT market regarding sustainable business practices. The scarcity of natural resources and the exhaustibility of fossil fuels also have an impact on the sector. For instance, the Dutch government strives to purchase all of its products and services in a sustainable manner, including the procurement of ICT services. Ctac subscribes to the importance of sustainability in the provision of services both to its customers and to society in general. Therefore, a project was started in mid-2010 aiming at the further entrenchment of sustainability in the business operations and services. The project is divided into four parts whereby first an organisation scan regarding sustainability was performed; this was the starting point whereby the most important information regarding Ctac and sustainability was collected, analysed and interpreted. Subsequently, an environment scan was performed to draw up an inventory of the trends in the field of sustainability in the ICT sector. The third phase consisted of making an inventory of the energy consumption and preparing a Carbon Footprint report. Using the outcome of this project, a sustainability programme was drawn up in 2011 based on the three Ps of corporate social responsibility. This integral approach enabled Ctac to achieve multiple progress in the area of sustainability, in the social, society and economic field. In addition, Ctac signed the Bossche Energy Covenant in 2011, together with 35 other companies and institutions in s-hertogenbosh. With this covenant, these companies and institutions inspire and support each other in the conversion to a sustainable energy supply. Generating more sustainable energy and accelerating energy savings are objectives. Participating companies that have already made considerable progress in this area share their experiences with other participants. The other participants learn from this and start working on achieving energy savings and sustainable energy. For the P of People, the DNA programme is working on realising further flexibility of working hours and working environment. Also as a result, Ctac profiles itself as good employer both for its existing and its future employees. For the P of Planet, an energy and environment management system is being set up. For the reduction of the energy consumption, Ctac is examining whether it can endorse the targets that have been laid down in the Long-term Agreements (MJA s) for the ICT sector. In order to reduce the pressure on the environment, a project for the certification of the environment management system in accordance with the norm ISO is started. The Carbon Footprint report shows that the majority of the CO 2 emissions are caused by the fuel consumption of the leased cars. In order to reduce this, a mobility plan has been drawn up with the aim of realising a reduction of 25% by the end of 2014 in relation to the end of For the P of Profit, products and services are being developed whereby the focus lies on sustainability. These products will realise savings for our customers in the field of energy, waste and CO 2 emissions. To this end, we will work together with customers, suppliers and business partners on innovative projects, in order to contribute to a healthier environment. Carbon Footprint Report Ctac has determined its Carbon Footprint over This footprint is based on the international standard ISO and the Green House Gas (GHG) protocol. The different locations of the company, the resources and the employees are taken into account in the calculation of the CO 2 footprint. The footprint consists of three parts, the so-called scopes: Scope 1 This concerns the direct CO 2 emissions, therefore emissions produced by the own organisation, such as own gas consumption and emission produced by the own fleet of cars. Scope 2 These are the indirect emissions, i.e. the emissions that are produced when generating the electricity that is consumed by the organisation, such as the emissions produced by energy plants that supply this electricity. In addition, business trips by airplane and business trips with private cars also belong to scope 2. Scope 3 These are the other indirect emissions. This concerns emissions that are a consequence of the company but are not generated by sources that are owned by the company or managed by the company. Examples are emissions produced by the production of purchased materials and the processing of waste and the use by the company of offered/sold work, services or delivery. In addition, business trips using public transport and commuting also belong to scope 3. Ctac s total emission in 2011 amounted to 4,211 tons of CO 2. The majority of this CO 2 emission is produced by the fuel usage of the vehicle fleet. In 2012 there will be much attention spend on reducing this emission. For 2012 is expected that the emission will be lower due to the environmental friendly new head office in the Netherlands and moving the datacentre out of the head office. 30 CTAC annual report

18 RISK PROFILE AND RISK MANAGEMENT Risk attitude In general, the Board of Directors strives to limit risks to a minimum and not to enter into any substantial risks without being able to control these risks. General Ctac s long-term strategy is directed at the continuity of the company and value creation for all stakeholders by means of growth and a positive development of profitability. When carrying out this strategy, Ctac in confronted with various risks. Risks of a strategic, operational or financial nature, but also risks in connection with the market in which Ctac operates. It is the responsibility of the Board of Directors to identify risks and to minimise risks by taking appropriate measures. Ctac gives a high priority to internal control. The internal control is constantly evaluated and further professionalised. The risk management system analyses the risks and periodically measures the effectiveness of the measures as these apply to all business processes within Ctac. Risk management is an integral part of the planning and control cycle. This system includes determining the strategy and the budget. The Board of Directors is responsible for this. The strategy is discussed extensively with the Supervisory Board every year. Strategic objectives are translated into business plans and budgets together with the directors of the various business units. In addition to a financial budget, the business plan per business unit contains a number of concrete business objectives that are translated into Key Performance Indicators (KPIs), which are measured consequently during the year as to progress. Important KPIs at Ctac are, among others, the capacity utilisation rate, prices, number of direct and indirect FTEs and efficiency of the processes. The Board of Directors assesses the capacity utilisation rate every week. The results per business unit are compared by the Board of Directors and the directors of the various business units with the results of the previous year and the budgets for this year (if necessary, further actions are defined). Once every quarter, for each business unit, the Board of Directors together with the responsible directors evaluate the operational and financial performance and adjust the expectations of the business unit, if necessary. Standardised working processes, procedures and information systems are used within Ctac. Responsibilities, authorities, the segregation of functions, guidelines, procedures and processes have been laid down within Ctac in a clear and accessible manner in the C-work guide. The most important processes within Ctac are elaborated in this computerised tool. By means of a constant process of internal controls and measurements, Ctac provides for an optimal as possible monitoring and timely identification and, if necessary, mitigating of risks that arise. The risk management system with its control mechanisms and mitigating measures is a periodically recurring item on the agenda of the Supervisory Board. In addition, an external audit is carried out each year with regard to the set-up and functioning of the internal control, insofar as this is relevant in connection with the financial statements. Ctac worked on the further optimisation of risk management and internal control systems in Ctac is aware that such systems do not offer absolute certainty that no material errors can occur. The following important elements can be distinguished in Ctac s system of risk management and control: - strategic risks / market risks; - financial risks; - operational risks. The paragraph below outlines the most relevant risks with which Ctac is confronted at present. Risks that have not been identified at present or that are not considered to be material are not included below. Strategic risks / market risks The developments in the market in which Ctac is active are very rapid. There is a risk that Ctac is insufficiently able to be innovative. In order to avoid this, Ctac seeks to maintain a leading position, together with the customer, in the improvement of the customer s processes. In this manner, Ctac is able to develop ICT solutions in as adequate a manner as possible. The growing wish of customers to enter into a fully-fledged partnership continues to be manifest. Being able to count on each other in difficult times remains very valuable. Organisations depend on optimal functioning ICT systems to support their business processes. Consequently, a one stop shop solution, offering in-depth knowledge of the vertical market in combination with a broad range of solutions, is desired by the client. Because of the mature market for ICT services in combination with less favourable economic circumstances, there is pressure on prices and margins. Therefore it is even more important to make clear strategic choices regarding the strategic positioning, as indicated in the report of the Board of Directors. The year 2011 was a difficult year for the ICT sector and therefore also for Ctac, in which the willingness to invest in ICT projects remained low in general due to the uncertain economic conditions. Consequently, the results in the first half of the year remained under pressure and halfway through the year it was decided to structurally lower the cost base. As a result of the ICT service market recovery failing to materialise, from the point of view of prudence and based on the most recent insights regarding the growth of the various business units, we have recognised a oneoff non-cash write-off of goodwill of EUR 11.5 million in our results over In combination with this write-off, we defined the strategy more clearly at the end of This also means that we began performing a more critical assessment of all of the activities with regard to profitability and cash-generating ability. The disposal of business activities that have insufficient potential to satisfy the profitability requirements within a reasonable period of time or that are no longer in line with Ctac s strategy, is one of the possibilities in this case. Ctac aims to realise approximately 50% of its total annual turnover from long-term management and hosting contracts and from the daily services demanded by our existing customer base. This percentage is now slightly above 40%. Ctac services approximately 600 customers. By means of a broad diversification of customers over various sectors and a broad exposure to larger customers, Ctac minimises the downward risk in respect of the turnover. Ctac has attempted to limit the consequences of the lower demand for ICT services and projects by making efficient and flexible use of its own employees and by reducing the hiring of external staff or outsourcing to a minimum. Financial risks Ctac is subject to a number of financial risks, such as market risk (interest risk and currency risk), credit risk, liquidity risk and capital risk. A detailed description of these financial risks and the management of these risks can be found under item 4 in the financial statements. Ctac aims to identify these risks in a timely manner. Operational risks Project and assignment control: One of the most important pillars within Ctac is carrying out projects and assignments. This pillar has its origin in the customer s increasingly large and complex demand for new products and services. The quality of the execution of these projects and assignments can have an important influence on the performance and results of Ctac. In order to minimise the risks in connection with this, an optimal functioning internal quality and control system is essential. Ctac has positioned its risk management system separately in its organisation in order to be able to identify and mitigate risks as adequately as possible. There where a direct and complete influence of a risk on the result to be achieved can be attributed to Ctac, Ctac will of course assume this responsibility. Ctac can bear this responsibility completely as it has a management with the right competencies and business and ICT knowledge in both the width and the depth. In order to ensure the continuity in the event of claims, Ctac has general and professional liability insurance. Ctac has never submitted a claim with regard to these insurance policies. Acquisitions: Ctac acquires companies with the ultimate objective of integrating these companies within the Ctac organisation. It is important that the integration process is successful in order to avoid an undesired outflow of staff. Labour market: Employees are the most important asset of the company for an ICT Solution Provider such as Ctac. Ctac can only grow because of its employees. Ctac s Human Resources (HR) policy aims therefore at creating a working climate in which there is room for growth, development and new challenges. Scarcity on the labour market can curb growth in ICT knowledge or absolute growth. The retaining and recruitment of skilled personnel is an important objective and will remain a spear point in the coming years together with recruiting talented employees. Quality management: When Ctac is not able to deliver the agreed quality, Ctac runs the risk that performance and results are not or partially not achieved. Consequently, quality management is an important pillar within the organisation. Ctac is constantly working on improving the services that it provides to customers in whatever form. Information security is an important aspect of quality management. Providing services in accordance with the NEN/ISO norm is embedded in the organisation as a regular process. An important requirement is constantly working on the measuring and reporting of the effectiveness and efficiency of the implemented measures. This is regularly evaluated via an audit by external parties as well as by means of an internal audit process with regard to effectiveness, suitability and correspondence with the agreed norm. No critical findings came to the fore in 2011 in the various audits. 32 CTAC annual report

19 Conclusion Based on the evaluations carried out over 2011, the Board of Directors concludes that the risk management system as well as the control of the business processes and the internal control within Ctac are sufficiently professional, appropriate and effective. The Board of Directors is of the opinion that the risk management system with its control and measurements offers a sufficient degree of certainty regarding the reliability of the financial information and steering information generated by this system and is in accordance with the relevant laws and regulations. Outlook The customers willingness to invest in ICT projects is in general still relatively low at present. However, the picture varies strongly per individual company and that offers good opportunities for Ctac even under such difficult market conditions. In the spring of 2012 the Netherlands will relocate to the new head office. Furthermore, Ctac will carry out a conservative investment policy in The organisation has a modern ICT infrastructure and more than sufficient storage capacity to be able to serve existing and new customers optimally. The costs savings and efficiency improvements that have been implemented in the second half of 2011 have resulted in a gradual improvement of the underlying operating result. This positive development also continued in the first two months of Based on this, the good market positioning and the more clearly defined strategy, Ctac expects an increase of the organic turnover and recovery of the underlying operating result in A word of thanks The Board of Directors looks back at 2012 as a year in which sometimes far-reaching decisions had to be taken in order to strengthen the basis for the future. This process has at times been confronting for (some) employees; however, it has also been clarifying. We are very grateful for the contribution and commitment of our employees even under market conditions that were far from ideal. s-hertogenbosch, 23 March 2012 The Board of Directors Mr H.L.J. Hilgerdenaar 34

20 36 John Jaspers: Director Ctac Real Estate CTAC annual report

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