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2015 review Annual General meeting of Shareholders
Ton Büchner
April 20, 2016
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Company film
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Annual General Meeting of Shareholders: 2015 review 2
Essential ingredients
Essential protection
Essential color
…in salt for
cooking
…on sports
stadiums …in
people’s
homes
WE CREATE EVERYDAY ESSENTIALS TO MAKE PEOPLE’S LIVES MORE LIVEABLE AND INSPIRING
Annual General Meeting of Shareholders: 2015 review 4
Agenda
Questions
Summary and conclusion
Strategic update
Introduction
2015 review
Global paints, coatings and specialty chemicals company
5
€14.9 billion revenue (2015)
€2.1 billion EBITDA (2015)
80+ countries
45,600 employees (2015)
Leadership positions in many markets
Revenue by Business Area
Annual General Meeting of Shareholders: 2015 review
45%
20%
35%
17%
10%
36%
7%
27%
3% North America
Latin America
Mature Europe
Emerging Europe
Asia Pacific
Other
40%
27%
33%
PerformanceCoatings
DecorativePaints
SpecialtyChemicals
Operating income by Business Area Revenue by geographic region
Introduction
6 Annual General Meeting of Shareholders: 2015 review
Achieved our 2015 financial targets
Built a foundation for continuous improvement:
− New operating models
− AkzoNobel Leading Performance System (ALPS)
− Global Business Services
Other achievements:
– Recognized as a leader in sustainability for the fourth year running
– Human Cities initiative evolved
– Engagement levels increased and safety improved
Launched next phase of our strategy and
announced new financial guidance for 2016-2018
Highlights from a year of significant progress towards our vision
Introduction
8.9* 9.6 10.0
14.0 15.0
14.0
0
4
8
12
16
2012 2013 2014 2015** 2015 2015Target
7 Annual General Meeting of Shareholders: 2015 review
Return on sales %
(Operating income/revenue)
Return on investment %
(Operating income/average 12 months invested capital)
We delivered all 2015 financial targets
* Excluding impairment (€2.1 billion) and after IAS19
** Excluding incidental items
5.9* 6.6 6.9
9.8 10.6
9.0
0
4
8
12
2012 2013 2014 2015** 2015 2015Target
Exceeded 2015 targets
Net debt/EBITDA = 0.6 (target: <2.0)
Introduction
8 Annual General Meeting of Shareholders: 2015 review
We achieved records in profitability and cash flow
Introduction
1,918 1,719 1,597 1,513
1,690
2,088
900
1300
1700
2100
2010 2011 2012 2013 2014 2015
Operating income € million
Cash flow from operating activities € million
519 396
737 716 811
1,136
0
400
800
1200
2010 2011 2012 2013 2014 2015
1,293 1,157 972 958 987
1,573
400
800
1200
1600
2010 2011 2012 2013 2014 2015
EBITDA € million
Adjusted earnings per share € per share
3,71 3,10
2,55 2,62 2,81
4,02
2,00
3,00
4,00
5,00
2010 2011 2012 2013 2014 2015
Strategic update
Annual General Meeting of Shareholders: 2015 review 9
Agenda
Introduction
2015 review
Questions
Summary & conclusion
Consumer Goods
10 Annual General Meeting of Shareholders: 2015 review % based on 2015 revenue
New build projects
Maintenance, renovation and repair
Building products and components
Automotive OEM, parts and assembly
Automotive repair
Marine and air transport
Consumer durables
Consumer packaged goods
Natural resource and energy industries
Process industries
17%
Industrial
Building and Infrastructure
22%
44% 17%
Transportation
2015 review
-1% 0%
-1%
6% 4%
Volume Price/Mix Acquisitions/Divestments
Exchange rates Total
Financial performance full-year 2015 showing continued operational improvement
€ million FY 2014 FY 2015 Δ%
Revenue 14,296 14,859 4
Operating income excluding incidentals 1,072 1,462 36
Operating income 987 1,573 59
Ratio, % FY 2014 FY 2015
Return on sales 6.9 10.6
Return on sales (excluding incidentals) 7.5 9.8
Return on sales (excluding incidentals & restructuring costs) 9.3 10.3
Moving average return on investment 10.0 15.0
Increase
Decrease
Revenue development FY 2015 vs. FY 2014
11 Annual General Meeting of Shareholders: 2015 review 2015 review
10.9 14.0
10.0
15.0
FY 2014 FY 2015FY 2014 FY 2015
Full-year 2015 represents another year of improved financial performance
Revenue € million
Return on Investment %
Net income attributable to shareholders up 79 percent at €979 million (2014: €546 million)
Adjusted EPS up 43 percent at €4.02 (2014: €2.81)
Net cash inflow from operating activities up 40 percent to €1,136 million (2014: €811 million)
987
1,573
FY 2014 FY 2015
Operating income € million
14,296
14,859
+4% +59%
Return on Sales %
12 Annual General Meeting of Shareholders: 2015 review
7.5 9.8 6.9
10.6
FY 2014 FY 2015
Excluding incidental items
2015 review
75%
25% Maintenance, renovationand repair
New build projects
Decorative Paints at a glance
13
Key capabilities Branding
Digital
Distributor, wholesale, retail management
Understanding and serving professional painters
Consumer inspiration
Quality management, including portfolio
management
Decorative Paints key figures
Buildings and Infrastructure
revenue breakdown
Revenue by geographic spread
€ million 2015
Revenue 4,007
EBITDA 495
Operating income 345
Return on sales 8.6%
Return on investment 11.7%
Employees 14,900
Annual General Meeting of Shareholders: 2015 review
56%
14%
30% EMEA
Latin America
Asia
2015 review
Performance Coatings at a glance
14
Performance Coatings key figures
Revenue by end-user segment
Revenue by geographic spread
€ million 2015
Revenue 5,955
EBITDA 938
Operating income 792
Return on sales 13.3%
Return on investment 29.4%
Employees 19,300
Annual General Meeting of Shareholders: 2015 review
24%
40%
22%
14% Buildings andInfrastructure
Transportation
Consumer Goods
Industrial
38%
29%
33% EMEA
Americas
Asia Pacific
Key capabilities
Industrial key account management
Technical support and service
Design, color and color matching
Continuous innovation in functionality and ease-of-use
Sustainable, safe solutions
2015 review
Specialty Chemicals at a glance
15
Key capabilities
Understanding customer needs
Management of integrated value chains
Continuous technological advancement
Engineering and project management
Specialty Chemicals key figures
Revenue by end-user segment
Revenue by geographic spread
€ million 2015
Revenue 4,988
EBITDA 898
Operating income 609
Return on sales 12.2%
Return on investment 17.2%
Employees 9,100
49%
34%
17% EMEA
Americas
Asia Pacific
Annual General Meeting of Shareholders: 2015 review
19%
6%
28%
47%
Buildings andInfrastructure
Transportation
Consumer Goods
Industrial
2015 review
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Life without
AkzoNobel film
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Annual General Meeting of Shareholders: 2015 review 16 2015 review
Cash management discipline continues
17
1,785 1,418
2,026
2,017 1,870
1,385
12.1%
10.1%
14.1% 12.8%
12.4%
9.7%
0%
2%
4%
6%
8%
10%
12%
14%
16%
0
500
1.000
1.500
2.000
2.500
Q32014
Q42014
Q12015
Q22015
Q32015
Q42015
Operating Working Capital
€ million
Capital Expenditures
€ million
Other
Decorative Paints
Performance Coatings
Specialty Chemicals
Annual General Meeting of Shareholders: 2015 review
Operating Working Capital
OWC as % of LQ revenue * 4
Capex as % of revenue
4.44.1
4.65.4
2013
588 666
2012
826
2014
651
2015
2015 review
Annual General Meeting of Shareholders: 2015 review
Increase in dividends a clear sign we are more confident about cash flow generation
Dividend policy is to pay a “stable to rising”
dividend each year
Interim and final dividend paid in cash, unless
shareholders elect to receive a stock dividend
(normal uptake 35-40 percent)
Interim dividend up 6 percent
Proposed final dividend €1.20 per share (paid
May 19, 2016)
Total dividend up 7 percent to €1.55 per share
0.33
1.12
2015
0.35
2014
0.33
1.12
2013
0.33
1.12
2012
0.33
1.12 1.20
Interim dividend
Final dividend Dividends € per share
18 2015 review
Annual General Meeting of Shareholders: 2015 review 19
Agenda
Introduction
2015 review
Questions
Summary & conclusion
Strategic update
20 Annual General Meeting of Shareholders: 2015 review
Strategy delivering results and building foundation for continuous improvement
Achievements
*In the materials industry group
Transformation | New operating models for all Business Areas
Realignment of the functions
Operational optimization; reduction in:
– Factory footprint
– Enterprise Resource Planning systems
– SKUs
Portfolio optimization with selected divestments
Proactive management of pension liabilities
Continued focus on sustainability; #1 in Dow Jones Sustainability Index*
Core principles and values | Human Cities
Strategic update
Focus on continuous improvement and organic growth
Next steps
Culture
Core principles and values
Sustainability – Planet Possible
Society – Human Cities
Drive organic growth and innovation
Pursue value generating bolt-on acquisitions
Build further operational excellence
Deliver continuous improvement culture
Hardwire new organization model
Strategic update Annual General Meeting of Shareholders: 2015 review
22 Annual General Meeting of Shareholders: 2015 review
Vision confirmed; financial guidance 2016-2018
ROS = EBIT/revenue
ROI = EBIT/average 12 months
invested capital
Guidance 2016-2018:
Return on sales: 9-11%
Return on investment: 13-16.5%
Clear aim to build on the foundation we have created and grow in line or faster than our relevant market segments
Vision: Leading market positions delivering leading performance
Key assumptions:
Currencies versus €: $1.1, £0.71, ¥7.1
Oil price ~$60/bbl; no significant market disruption
Strategic update
Sustainable steam
generation Signed a multi-year agreement with
Eneco to purchase sustainably
generated steam for Delfzijl
Paint that
keeps you cool A long-lasting exterior wall paint which
protects against the elements and
reflects UV rays to reduce energy use
Carbon credits
program for shipping Created first carbon credit methodology
for international shipping industry
4-dimensional
profit and loss Partnering to create new insights for
decision-making
Human Cities
24 Annual General Meeting of Shareholders: 2015 review Strategic update
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25 Annual General Meeting of Shareholders: 2015 review
Human Cities
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Strategic update
Strategic update
Annual General Meeting of Shareholders: 2015 review 26
Agenda
Introduction
2015 review
Questions
Summary & conclusion
27 Annual General Meeting of Shareholders: 2015 review
All financial targets for 2015 achieved and improved cash generation
Build a foundation for continuous improvement in all businesses
Propose final dividend for 2015 up 7 percent to €1.20;
making the total dividend €1.55 per share
Continued focus on sustainability, ranking #1 in the Dow Jones
Sustainability Index for the Materials Industry Group
Further evolved Human Cities initiative
Launched next phase of our strategy and announced new financial
guidance for 2016-2018
Clear aim to build on the foundations we have created to support our
vision of leading market positions delivering leading performance
Summary & conclusion
Summary and conclusion
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WE CREATE EVERYDAY ESSENTIALS TO MAKE PEOPLE’S LIVES MORE LIVEABLE AND INSPIRING
Safe Harbor Statement
This presentation contains statements which address such key issues as
AkzoNobel’s growth strategy, future financial results, market positions, product development, products in
the pipeline, and product approvals. Such statements should be carefully considered, and it should be
understood that many factors could cause forecasted and actual results to differ from these statements.
These factors include, but are not limited to, price fluctuations, currency fluctuations, developments in raw
material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative,
fiscal, and other regulatory measures. Stated competitive positions are based on management estimates
supported by information provided by specialized external agencies. For a more comprehensive discussion
of the risk factors affecting our business please see our latest Annual Report, a copy of which can be found
on the company’s corporate website www.akzonobel.com.
29 Annual General Meeting of Shareholders: 2015 review
Implementation of the Remuneration Policy in 2015
Annual General Meeting 2016
Remuneration of the Board of Management (page 1)
2Annual General Meeting 2016
The remuneration of the members of the Board of Management consists of the following components:
Component Explanation
Annual base salary Paid in 12 equal monthly installmentsReviewed annually
Short-Term Incentive
Paid in cash1 year performance period
70% related to financial performance (ROI, OPI, OCF)30% related to personal performance
Long-Term Incentive
Conditional grant of performance shares3 year performance period3 performance measures (TSR (35%), ROI (35%), SAM (30%))Equity settled (2 year holding restriction)
Remuneration of the Board of Management (page 2)
3Annual General Meeting 2016
Component Explanation
Post contract benefits Premiums paid over the base salary and for the CEO also the short-term incentive in order to enable build up of old age benefits
Shareholding requirements 3 times gross base salary for the CEO; 1 time for the CFO*
Share matchingUp to 1/3rd of the net STI can be matched in shares after 3 years of sustained performance
Matching arrangement at CEO appointment in 2012:In 2012 the CEO invested personal funds on AkzoNobel sharesShareholders approved that the investment on shares would be matched by AkzoNobel after 4 years in case of sustained performance and continuous employment as CEOThe four years condition will be met April 23, 2016. As stated in the annual report (page 136), the share matching amounts to 11,582 AkzoNobel shares
* CFO shareholding requirements will be increased to 150% after the first 4-years term as CFO
4Annual General Meeting 2016
Reappointment of Mr. A.C.M.A. Büchner
CEO reappointmentRemuneration components
5Annual General Meeting 2016
The components of the CEO’s remuneration remain unchanged. The CEO’s base salary will be adjusted in order to position his total direct compensation around the median of the peer group (as per approved policy)
Component Explanation Value
Annual base salary Paid in 12 equal monthly installmentsReviewed annually 936,000
Short-Term Incentive
Paid in cash1 year performance period- 70% related to financial performance (ROI, OPI, OCF, Revenue Growth*)- 30% related to personal performance
100% of base salary
Long-Term Incentive
Conditional grant of performance shares3 year performance period3 performance measures (TSR (35%), ROI (35%), SAM (30%))Equity settled (2 year holding restriction)
150% of base salary
Post contract benefits
Premiums paid over the base salary and the short-term incentive in order to enable build up of old age benefits 22.5%
Shareholdingrequirements &share matching
3 times gross base salary Up to 1/3rd of the net STI can be matched in shares after 3 years of sustained performance
6Annual General Meeting 2016
Review of the short term incentive performance metrics
Review of the short term incentive performance metrics
7Annual General Meeting 2016
In 2013 AGM amended remuneration policy, authorizing the Supervisory Board to annually select 2 to 3 financial metrics from a list of 6 and determine their relative weighting for the purpose of awarding STI– Approved list of financial metrics: (i) EBITDA; (ii) EBIT; (iii) Operating
income (OPI); (iv) Net income (to shareholders); (v) Operating cash flow (OCF); (vi) Return on investment (ROI)
In order to ensure the continued alignment of the remuneration policy and the company organic growth strategy, it is proposed to:– add ‘Revenue Growth’ to the list of financial metrics– authorize the Supervisory Board to select 3 to 4 metrics from the list of 7
financial metrics
The chosen metrics together with their weighting will be published in the annual report