Annual report 2012 RAI Holding B.V.
We believe in the power of connecting. Connecting people, both physically and virtually, pushes back frontiers and inspires. From the internationally oriented city of Amsterdam, Amsterdam RAI has been bringing different worlds, people and markets together for over a century. Both in the Netherlands and around the world.
Contents
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Profile, core values, vision
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Key data and activities Introduction
5 6
Supervisory Board Report
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Executive Board Report Market conditions in 2012 Position of the RAI in 2012 Strategy and focus in 2012 Developments in 2012 RAI-organised events
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Events by third parties
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One-off events
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Facilities
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Other activities and participations
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Organisation and employees
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CSR
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Risks and risk management
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Financial developments
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Prospects for 2013
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Financial statement Other information
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Independent auditor’s report
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Key figures
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Requirements for Supervisory Board and member profiles
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Personal details of the Board members
45
Personalia
46
Addresses
47
RAI HOLDING B.V. - Annual report 2012
Profile, core values, vision
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Core values Amsterdam RAI Inspires people Gives energy Stimulates business Is for everyone Achieves sustainable results
Our story We believe in the power of connections. Uniting people, ideas and visions in a world of opportunities. From the internationally oriented city of Amsterdam, the RAI has been bringing different worlds, people and markets together for over a century. Both in the Netherlands and abroad. As a facilitating or organising party, we connect context, content and communities. We create the right conditions to accommodate inspiring meetings, in which people of different languages can communicate with one voice. This synergy creates the added value of a memorable experience or business success. With a creative, entrepreneurial spirit and a focus on operational excellence, we make the impossible possible; for our clients, for Amsterdam and for ourselves. Based upon this ambition, we energise business and learn from each other in a hospitable and sustainable way. As a result we connect people, physically and virtually, to inspire, surprise and enrich, while maintaining an open mind and a global perspective. Together we endeavour to build a future full of new experiences, opportunities and meaningful moments that truly matter.
Amsterdam RAI Inspiring People
RAI HOLDING B.V. - Annual report 2012
Key data and activities
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Results 2012 2011 2010 2009 2008 Turnover 134.7 133.6 125.0 108.1 123.5 Operational profit 6.0 7.8 11.6 4.4 10.9 Net profit 2.1 3.1 5.7 0.2 5.3 Group capital 76.4 76.3 76.5 70.9 72.6 Balance total 196.2 203.9 208.0 210.6 206.7 Facilities 6.5 4.8 5.0 4.1 2.9 Net investments*) 11.1 10.3 6.6 17.8 38.6 Ratios: Operational profit as % of the turnover 4.5% 5.8% 9.3% 4.1% 8.8% Solvency 38.9% 37.4% 36.8% 33.7% 35.1% *) buildings, installations and inventory
Activities Some 629 events were organised in the Amsterdam RAI Convention Centre (the RAI) in 2012, attracting over 1.4 million visitors (2011: 1.6 million and 2010: 1.4 million). Of these visitors, 490,085 attended exhibitions organised by Amsterdam RAI, while around 942,752 attended events by third parties. The total number of exhibitors in 2012 was 16,364 (2011: 16,453 and 2010: 15,688).
2012 2011 2010 2009 2008 RAI International exhibitions and conferences 48 47 48 36 50 Visitors 392,034 306,382 291,146 197,575 308,529 National exhibitions and conferences 59 59 57 60 53 Visitors 763,622 1,057,815 773,728 1,015,544 752,298 Stage shows 119 83 85 159 89 Visitors 125,238 81,986 84,645 198,755 108,092 Other events 403 406 400 318 281 Visitors 151,943 140,375 235,700 421,867 211,495 TOTAL RAI 629 595 590 573 473 Visitors 1,432,837 1,586,558 1,385,219 1,833,741 1,380,414 Elsewhere in the Netherlands National exhibitions and conferences 4 8 10 7 9 Visitors 49,604 78,963 82,122 85,518 132,383 TOTAL the Netherlands 633 603 600 580 482 Visitors 1,482,441 1,665,521 1,467,341 1,919,259 1,512,797 Outside of the Netherlands International exhibitions 6 7 5 5 4 Visitors 61,585 42,620 40,197 30,596 27,478 OVERALL TOTAL 639 610 605 585 486 Visitors 1,544,026 1,708,141 1,507,538 1,949,855 1,540,275
RAI HOLDING B.V. - Annual report 2012
Introduction
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Meetings still matter The power of connecting is at the core of our strategy. By bringing people together in the physical and virtual worlds, we generate value for our stakeholders. By optimising the facilities in Amsterdam and innovating our exhibition concepts, Amsterdam RAI is continuously improving its capacity to attract and organise major international events. This is crucial, as there is an international trend in which professionals and consumers still visit exhibitions and conferences, but only those that really matter. Events without a nationally or internationally strong position are under pressure, while events with internationally leading positions continue to grow. Due to a well-filled calendar with strong national and international events and a growing attraction to international confe rences, Amsterdam RAI has in essence had an excellent year. With our core activities in 2012 we realised an increase in our operational profit of no less than 26.4% compared to 2011. RAI Holding B.V., including its subsidiaries, achieved a net profit of 3 134.7 million; 0.8% more than the 3 133.6 million in 2011 and 7.8% more than in the similar calendar year of 2010. Unfortunately the positive (financial) results were partly cancelled out by setbacks at the two subsidiaries. In July 2012, it became clear that the results of RAI Langfords had been presented in a more favourable light than the actual results for several years. This required a recovery operation and the sale of the activities of RAI Langfords as of 1 January 2013. Contrary to expectations, MECC Maastricht also failed to achieve positive results. Due to an accentuated strategy and the ending of lease contracts, the City of Maastricht and MECC Maastricht are deliberating about a different type of partnership. Despite the disappointing results of its subsidiaries, RAI Holding ended the year with an operational profit of 3 6.0 million. We are very proud of being awarded the title ‘Best International Venue 2012’ by leading magazine Exhibition News. We also won the prestigious ‘Sustainable Development Award’ from trade association UFI and the ‘European Social Responsibility Award’ from marketing organisation HSMAI. These awards confirm the wisdom of our strategic choices and approach of the past years. Looking ahead, 2013 promises to be a challenging year. The sale of the activities of RAI Langfords and the planned change in the partnership with the City of Maastricht at MECC Maastricht mean that the results of RAI Holding in 2013 will be more explicitly determined by the results of its core activities. Positive aspects are the excellent contributions of large-scale international events. The arrival of the European Society of Cardiology Congress (ESC) in September with approximately 36,000 participating cardiologists is set to be one of the highlights of the year. On a national level, the Horecava and Huishoudbeurs will continue to attract the crowds. The editions of our own international exhibition titles outside of the Netherlands also continue to grow. The opening in the calendar due to the cancellation of AutoRAI 2013 can only be partly used commercially due to the short lead time. Thankfully, compared to our competitors in Europe, we have a strong starting position. The investments in high-quality facilities, the location of Amsterdam RAI Convention Centre (the RAI) near the city centre and Amsterdam Schiphol Airport as Europe’s fourth largest airport, the increasing availability of hotel rooms and the appeal of Amsterdam make the RAI inter nationally a highly attractive location for large-scale multi-day events. This is underlined by our well-filled order portfolio for the coming years. Based on our strong national and international position we are confident about the future. At the same time the continuing economic recession and the sudden cancellation of AutoRAI 2013 mean that the coming year will be a challenging one. A.J. Bakker, General Director
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Supervisory Board Report
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The 2012 statement of RAI Holding as contained in this report has been audited and officially approved by BDO Audit & Assurance B.V. We propose to the General Meeting of Shareholders that the 2012 financial statements be approved, without reservation, in the form in which they are presented in these documents. We also suggest that the shareholders pay a dividend of 3 2.0 million over 2012 and add the remaining profits to the other reserves. The shareholders will also be asked during the annual General Meeting of Shareholders to discharge the Executive Board from liability for its management and to discharge the Supervisory Board from liability for its supervision. The Supervisory Board met on four occasions during the past year to discuss the general and financial course of events and the company’s medium to long term strategy. The conclusions are included in the Executive Board report later in this document. We have also spoken intensively about the new construction plans, with a special focus on the planned construction of the Scheldeplein building, which is due to start in October 2013. As well as the regular meetings, the Supervisory Board also met twice without the presence of the Executive Board. In addition, the Chairman of the Supervisory Board held quarterly meetings with the Executive Board to discuss progress, while two members of the Supervisory Board attended a meeting of the works council. In the spring, the Chairman of the Supervisory Board and the Executive Board also had a meeting with representatives of both shareholders about the strategic course of Amsterdam RAI. In the autumn there was a similar meeting with representatives of shareholder the RAI Association. The Audit Committee of the Supervisory Board met on four occasions. Moreover there was the usual lengthy annual meeting with the management team of Amsterdam RAI to discuss the state of affairs in general and the respective elements. The Remuneration Committee met on four occasions, determining the remuneration policy for the Executive Board among other issues, as well as the extension of the contract of the Statutory Director. In December 2011 the Supervisory Board determined revised regulations for the Supervisory Board of RAI Holding, using its rights in accordance with Article 16 section 4 of the company statutes and the ‘Good Governance’ code. These regulations serve as an addition to the rules and regulations that apply to the Supervisory Board based on Dutch law and the company statutes. The revised regulations include the allocation of tasks and the working method of the Supervisory Board. An integral part thereof is the profile of the size and composition of the Supervisory Board, the schedule indicating when Board members will step down, and the regulations of the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. In 2011 the General Assembly of Shareholders decided to temporary expand the Supervisory Board from five to six members. The new opening was filled by Mrs S. J. Rijxman. Mrs Rijxman was elected to the Supervisory Board based on her long career in the media industry. Until late 2011 she was active as the General Director of IDTV, and has been a member of the Executive Board of Netherlands Public Broadcasting (NPO) in Hilversum since 1 January 2012. The knowledge and experience of Mrs Rijxman is in line with the formulated profile with a focus on media experience. A profile of the other members of the Supervisory Board can be found on page 44 and page 45 respectively. Amsterdam RAI has systems for risk analysis and control, and keeps the Audit Committee informed about these risks via updates. The systems are functioning adequately and the risk outcome in the past year did not result in any special actions. A key issue in 2012 was the financial supervision and management at RAI Langfords as a result of the problems that were revealed at RAI Holding’s subsidiary in the summer of 2012. Although the problems were dealt with adequately after coming to light, and RAI Langfords is no longer active as of 1 January 2013, the administrative errors and financial results thereof were the subject of intensive discussions between the Audit Committee, the Executive Board and the accountant BDO Audit & Assurance B.V. The measures that were taken should exclude any chance of reoccurrence.
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Supervisory Board Report
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In 2012 there was no self-evaluation of the Supervisory Board. There were, however, various informal meetings about its functioning. In February 2013 a self-evaluation trajectory was started under the supervision of an external consultant. With a higher turnover, RAI Holding, the mother company of Amsterdam RAI, had a successful year, especially in light of these economically challenging times. Unfortunately, the problems at RAI Langfords and the disappointing results at MECC Maastricht have put substantial pressure on the results. We thank the clients and shareholders, as well as the Executive Board, the management and employees for all their involvement, expertise and efforts, which have contributed to these excellent results over the past year. Amsterdam, 14 March 2013 Supervisory Board RAI Holding B.V. J.H.J. Mengelers, Chairman F.I.M. Houterman S.J. Rijxman Professor A.J.M. Roobeek J.W.Th. Van der Steen J.R. Vermeulen
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Market conditions in 2012 In its core activities Amsterdam RAI had a good year. This was mainly due to the continuing positive development of our most important core activity: Large-scale multi-day international events. Amsterdam RAI has a number of large events that are internationally leading in their segment. This is a market that continues to grow and the associated events are also increasing within their market segments. RAI-organised market-leading events like ISSA/Interclean, METS, Aquatech and Intertraffic, and leading third party events such as the International Broadcasting Convention (IBC) and Integrated Systems Europe (ISE), continued to grow in the past year. In addition to these large international events, Amsterdam RAI also hosts national events and – incidentally – smaller regional events. Of all events, 75 percent has an international character. In total Amsterdam RAI counted 265 international event days in 2012. Of the national events, two thirds falls within the business-to-business segment, and one third is general interest events. In visitor numbers, the ratio is 75% consumers and 25% business-to-business. The market for national events was under pressure in 2012. This applied to both consumer-oriented events and events in the business-to-business segment. Of the public events, the Huishoudbeurs and Negenmaandenbeurs continued to do well. The Huishoudbeurs clearly proved that it can adapt to the economic conditions, while the HISWA and a third party event like the Woonbeurs clearly suffered under the economic pressure. In the business-to-business market, the Horecava did extremely well, while there was less interest in Building Holland and the Bakkerij Dagen. After an absence of five years the BedrijfsautoRAI saw a successful return to the event calendar thanks to a new, innovative and thus much cheaper stand concept developed by Amsterdam RAI. A segment that is also developing well due to specific marketing and sales efforts are the one-off conferences. These events clearly show the value of our investments in the RAI facilities over the past years. In 2012 the RAI hosted several large-scale international events, including the conference of the European Hematology Association (EHA) (10,000 delegates) and the UEG week (14,000 delegates). In September 2013 the RAI will host the annual conference of the European Society of Cardiology Congress (ESC), which is the largest annual travelling medical conference in Europe with 36,000 participants. The last time this event took place in Amsterdam was in 2000. Due to the construction of the Elicium and investments in other facilities, the RAI is welcoming the conference back in 2013.
Position of the RAI in 2012 Despite the economic downturn and the continuing digitalisation of the economy, people still want to meet face-to-face. This applies both to events aimed at consumers, and those in the business-to-business segment. Meanwhile, the virtual world is playing a more supportive role during these events. By creating communities, we are increasing the possibility of staying in close contact with the exhibitors and visitors throughout the year. For the market-leading events in the business-to-business segment it seems that the current economic conditions are increasing the interest in exhibition participation and visits in which the international market position of exhibitions is a deciding factor. There appears to be a growing trend for leading exhibitions to gain strength at the expense of weaker national or regional exhibitions. Amsterdam RAI is therefore increasingly focused on facilitating large-scale and leading international events for which it has the ideal location and facilities. Organisers look for a combination of large-scale conference space, reception areas and exhibition space. Due to the possibility of using its existing space in a dynamic way, the Amsterdam RAI complex can be offered in a wide range of setups. With its close proximity to Amsterdam Schiphol Airport, a hub of transport networks with 317 direct connections to other cities, and as one of the few inner-city complexes near the centre of Amsterdam, Amsterdam RAI has an internationally unique position. The 3 141.4 million of investments made in the facilities of the RAI in the past decade are paying off in successful acquisitions and the retention of these types of events.
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Additionally, the RAI is located in the direct vicinity of various hotels with a total of 2,400 rooms. The strong increase in the number of hotel accommodations in Amsterdam, especially in the three and four-star segment (with 7,500 extra rooms added in recent years), has further strengthened the RAI’s position over the past few years. This is exactly the accommodation category for which there is most demand with regard to events in the RAI. It also means visitors rarely need to divert to hotels along the North Sea coast, at Schiphol or even in Eindhoven. With over 30,000 hotel rooms, Amsterdam now seems to offer sufficient hotel capacity to fulfil the demand of the majority of larger events. There is, however, still a specific demand for a hotel at the RAI complex; a veritable conference hotel where event organisers and groups of guests participating in an event can stay the night on-site. We are currently meeting with a group of consultants to further develop the plans for realising a hotel between the RAI complex and the nearby Amsterdam RAI train station.
Strategy and focus in 2012 In 2003 we abandoned the previously initiated diversification strategy and reduced our activities to two core activities: Operating the buildings on the Europaplein in Amsterdam and organising our own exhibitions, primarily in Amsterdam with spin-off events in other (long-distance) countries. In addition, we operated three companies related to these activities, namely MECC Maastricht, CTICC in Cape Town and RAI Langfords publishers in Amsterdam. We have consistently executed this strategy over the past decade, which led to ten profitable years as well as a strong competitive position for Amsterdam RAI in the European conference and exhibition market in 2013. At the end of 2011 the strategy of Amsterdam RAI was formulated as follows: ’Amsterdam RAI creates the connection between high quality communities and aims to be a frontrunner in the sector that actively transforms the international exhibition and conference business.’ In the conviction that physical meetings will maintain their relevance and that they are strengthened by virtual innovations and international growth (especially on other continents), Amsterdam RAI aims to create (strong) connections in high-quality communities. Amsterdam RAI aims to achieve this goal through three strategic programmes: • Connecting Europe and New Economic Powers (NEPs); • Encouraging virtual and physical connections; • Connecting client demands and possibilities via solutions. In 2012 these new strategic programmes were initiated and translated into business and communication plans, and China was chosen as ‘focus country’. The implementation of these programmes is stimulated and monitored by individual boards. To boost and coordinate the first two strategic programmes Amsterdam RAI appointed a virtual programme manager and an international programme manager in 2012. With regard to internationalisation, the focus in 2012 was mainly on expanding the knowledge and experience of the new emerging economies. In addition to a ‘NEP market potential study’ and a Chinese customer journey during ISSA/Interclean, international interns were deployed at various positions within the organisation. At the same time, we also worked on creating/ strengthening high-quality networks in NEP countries. In the field of virtualisation, the RAI has initiated ten projects that led to a variety of practical tools, including a virtual sales tool, exhibition apps, online videos, an organiser portal and a tool for 3D stand designs. We have also developed a clear social media strategy (including webcare), performed research into the needs of generation X and Y, and established successful communities, such as the Huishoudbeurs community. Internal master classes were organised within the framework of the international and virtual programmes.
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The responsibility for activating and implementing the Solutions programme was in the hands of the Innovation Manager and line management. In 2012 this led (among other things) to the introduction of a monitoring tool for the operational processes, the start of an integrated client management system, and the introduction of a new, innovative and affordable stand-building concept for BedrijfsautoRAI 2012. To enhance the involvement in the new strategy and stimulate employees to play an active role, we established the Golden Goat Awards in late 2012. The Golden Goat Award is an internal innovation award that represents the inquisitiveness and innovative strength within the RAI. The award is presented to projects in which employees paved the ‘goat path’ of innovation. In line with this strategy Amsterdam RAI is further reducing the number of activities and increasingly focused on operating the facilities in Amsterdam, and organising and facilitating national, and particularly international events. The expiration of the lease contract of MECC Maastricht in the foreseeable future motivated the City of Maastricht and RAI Holding to evaluate the partnership in its current form, and develop a new type of partnership. The activities of RAI Langfords in the past years did not lead to the expected synergy effects with the exhibition activities of Amsterdam RAI, and as the financial results over the past few years were actually less positive than they were reported, the activities of RAI Langfords were sold as of 1 January 2013.
Developments in 2012 RAI-organised events Playing a matchmaking role between visitors and exhibitors, the Exhibitions department of Amsterdam RAI is responsible for the development of its own exhibition titles. The department’s total portfolio includes around 30 national and international general interest and trade exhibitions. A clear focus on first-rate events and a thorough analysis of the markets and target groups have made Amsterdam RAI an international market leader in five sectors. In 2012 Amsterdam RAI Exhibitions organised a total of 19 events: 13 exhibitions in the RAI complex in Amsterdam, and six international exhibitions outside of the Netherlands. The following events were organised by Amsterdam RAI Exhibitions at the RAI complex in Amsterdam: • Three general interest exhibitions: Huishoudbeurs, Negenmaandenbeurs and HISWA; • Six national trade exhibitions: Horecava, FietsVAK, Bakkerij Dagen, BedrijfsautoRAI, Building Holland and Taxi Expo; • Four international events: Intertraffic Amsterdam, ISSA/Interclean Amsterdam, METS and the SuperYacht Pavilion. Amsterdam RAI Exhibitions organised six international events outside of the Netherlands: • WQA Aquatech USA • Aquatech India • Aquatech China • FlowEx China • WaterEx Beijing • Intertraffic China. Additionally, the exhibition ISSA/Interclean USA was organised in coproduction with trade association ISSA. These international spin-offs make a substantial positive contribution to the results of Amsterdam RAI.
National pride After an absence of five years, Amsterdam RAI successfully reintroduced the BedrijfsautoRAI as the national platform for the road transport industry. With nearly 250,000 visitors, the Huishoudbeurs was as successful as ever, and the Horecava also maintained its excellent results due to its A-status in the hospitality sector. A few smaller trade events achieved less positive results, mainly as a result of the economic circumstances in the individual sectors.
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International successes Internationally nearly all events realised growth, and METS was stable. With an increase of 20 percent, ISSA/Interclean Amsterdam exceeded the expectations of exhibitors and visitors alike. Aquatech China was also a great success, realising an expansion to 50,000 gross m2. METS, the trade event for the watersport sector, and the associated Super Yacht Pavilion celebrated its 25-year anniversary. A disappointing development was the cancellation of Art Amsterdam. In late November 2012, economic developments in the sector made Amsterdam RAI also decide to cancel the AutovakRAI and AutoRAI in 2013. This decision will mainly impact the financial results of 2013.
Organisation Organisationally speaking, Amsterdam RAI Exhibitions was strengthened by the further professionalization of the Operations department. Improvements related to exhibitor communications were analysed and the Exhibitors Management Portal (EMP) was very well received. Over the past year the RAI also further developed its spearhead of ‘client-oriented Operational Excellence’. In close cooperation with colleagues from the Convention Centre, a programme was established to improve and safeguard some six elementary processes/services for events, namely: Safety at work, logistics, access checks, cleaning, service desks and hospitality personnel.
Third party events In addition to its own exhibition titles, Amsterdam RAI facilitates an increasing number of national and inter national events organised by third parties, including international exhibitions, conferences, corporate and other events. The multifunctional convention centre is also let for theatre productions under the RAI Theatre format. The Convention Centre department is responsible for letting to third parties. Over the past year the RAI welcomed 616 events organised by third parties, including a number of large international scientific conventions. The RAI was also rented out for various special performances and events.
Third party exhibitions In 2012 the RAI complex accommodated 48 international exhibitions and conferences. The main recurring events organised by third parties in the past year with regard to turnover and exhibitor/ visitor numbers were: • IBC (International Broadcast Convention) featured over 1,400 exhibitors and over 51,000 visitors from 160 countries, making it the largest event for professionals in the world of radio, television and electronic media worldwide. With activities in all the RAI halls and two large semi-permanent accommodations covering a total surface area of 7,900 m2, IBC 2012 was once again larger than the previous edition. • ISE (Integrated Systems Europe), the trade event for the professional audio-visual market, welcomed 825 exhibitors and nearly 41,000 visitors in all 11 halls of the RAI. It is the leading event for manufacturers, distributors, integrators and IT managers in the sector. • PROVADA was again the annual meeting point for the Dutch real estate sector. Over the three exhibition days nearly 22,000 developers, investors, consultants, financiers, end users and city councils came together in a professional environment to share their plans, ideas and visions. • PLMA, the World of Private Label International Trade Show, is the leading international trade event for manufacturers and retailers of private label products.
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Other recurring third party events • Jumping Amsterdam, the oldest annual international event, is actively supported by Amsterdam RAI. With the combination of equestrian sport at the highest level, entertainment and the typical Amsterdam feel, Jumping Amsterdam contributes to the (top)sports climate in the city of Amsterdam. Every year Amsterdam RAI also welcomes several major dance events. After a period of 20 years, 2012 marked the final edition of the hardcore dance event Thunderdome, the largest hardcore dance event in Europe with 24,000 visitors in 2012. The organiser of Thunderdome, ID&T, also developed a new concept, called Valhalla. The first edition of this so-called Electronic Music Parade took place in December 2012 and attracted 18,000 visitors.
One-off events in 2012 Large one-off international events increasingly contribute to the occupancy rate and results of Amsterdam RAI. In 2012 the RAI hosted a total of 33 of these one-off events. These included: • EHA, the annual conference of the European Hematology Association, was visited by over 9,000 participants. The Board of the organisation of 3,000 specialists from 100 countries resides in The Hague. • UEG Week; In 2012 the RAI hosted the 20th United European Gastroenterology Week (UEG Week). The event was visited by over 14,000 specialists in the clinical treatment of digestive disorders, making it the largest conference in its kind in Europe. • Microsoft TechEd is the annual event for professional users and developers of Microsoft technology. In 2012 the four-day event returned to Amsterdam RAI and welcomed 5,500 participants. • AIPC is the annual conference of the International Association of Congress Centres. The event is hosted by a different member every year, and in 2012 it was Amsterdam RAI’s turn. The fact that it was attended by colleagues from 99 other venues, and the repeatedly expressed appreciation for the high level of Amsterdam RAI’s events, made this a very meaningful conference to the RAI.
Facilities In 2011 Amsterdam RAI and the City of Amsterdam (Zuidas Amsterdam Development Bureau) carried out joint research into the development opportunities of the RAI in the short, medium and long term. The (Spatial) Future Vision for Amsterdam RAI report published in 2011 envisages a redevelopment and intensification of the RAI complex. In the Future Vision, Amsterdam RAI and the City of Amsterdam jointly determined that the RAI will stay at its current location. The joint future vision for Amsterdam RAI is mainly focused on sustainable development, strengthening the relationship with the Zuidas district, strengthening the (international) position of Amsterdam RAI and intensifying the RAI complex, both physically and operationally. The goal is to further improve the quality and connection with the surroundings in harmony with the neighbourhood. The Amsterdam RAI complex comprises 23 hectares with 106,500 m² of exhibition and conference space. The intention is to use the existing volume to its best advantage by deploying the spaces flexibly. Where possible, the complex is expanded with high-quality facilities, like the multifunctional Elicium. This building contains a ballroom that can also be used as a conference space for 2,000 participants, and offices that can be transformed into meeting rooms. In addition, the RAI includes a conference centre with several smaller and larger spaces, including an auditorium with a capacity of 1,750 seats. In 2012 Exhibition News, a leading magazine for the exhibition, conference and event industry, voted Amsterdam RAI as ‘Best International Venue’. The prize is awarded to conference centres of over 10,000 m² that host larger international events. The jury mainly lauded the RAI for its cooperation with international organisers and its investments in improving the location, facilities and services.
Scheldeplein building The construction of the Scheldeplein building on the location of the current office building on the corner of the Scheldeplein and Wielingenstraat will start in the autumn of 2013. The new building will feature a conference space for 500 people, breakout rooms, reception areas, offices for the RAI’s own use, a high-quality restaurant and a company restaurant (which can also be used for visitors). In addition to autonomous letting, the Scheldeplein building also facilitates the more efficient deployment of the Europa complex for events that require a combination of conference, exhibition and reception spaces. To safeguard the uniformity of the RAI complex, the building has been designed by Benthem Crouwel Architects, which was also responsible for the Elicium. The new building received an ‘excellent’ certification from BREEAM-NL. Sustainable elements include thermal storage, solar panels on the roof, and a ‘green lung’ on the southside of the building. The preparations for the construction of the new Scheldeplein building were largely concluded in 2012.
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Investments and projects in 2012 Amsterdam RAI has invested some 3 141 million in improving and renovating the complex on the Europaplein over recent years. This includes around 3 9 million on some 50 building projects in 2012. The main investment in 2012 was the renovation of the entrance of the Holland complex, which now has a contemporary, open character with an international appeal. With the renovation of the entrances to the Holland and Europa buildings (the latter of which took place in 2011), the two primary public entrances of the RAI have been upgraded and access to the buildings optimised. Another major investment in 2012 was the purchase of a new parking system based on the input of registration numbers. The system allows visitors and standholders to reserve parking space and gain access based on their registration number. This increases the accessibility of the parking facilities and ensures visitors of available parking space. In 2013 the new system will be gradually rolled out in all parking facilities at the Europaplein. With the investments in a Real Time Monitoring (RTM) tool and the Service Portal, two digital initiatives were developed to increase client satisfaction and make management more effective and efficient. RTM gives the operational managers direct insight via iPad into the status of the operational process during events and allows them to address developments (pro)actively. The system is also used to establish critical performance indicators (CPIs) to benefit service level agreements with organisers. Four CPIs were initiated in 2012: Temperature, ICT, toilet cleaning and stand cleaning. The Service Portal enables the central registration of failures, requests and complaints which are sent directly to the department responsible and monitored on progress and conclusion. The Service Portal is being rolled out in four stages. After the portal for exhibitors there will be modules for organisers, visitors and other stakeholders such as suppliers and neighbourhood residents. The entire complaint management system and process will be fully operational at the end of 2013. New regulations within the ‘Safety at Work’ framework were implemented in 2012 to increase safety levels during the setup and breakdown of events. These regulations are specifically focused on access, the wearing of safety shoes and helmets, smoking, the prohibited use of alcohol and/or drugs, emergency exits, fire extinguishing equipment, working at heights, transport, young people, and materials and tools. After an intensive start-up period, Safety at Work was successfully integrated in the operational management in 2012. The project sees Amsterdam RAI addressing the needs of international organisers and exhibitors, while complying with Dutch laws and regulations. The end result is a ‘safe and hospitable’ RAI. In 2012 a new loading dock was built at the back of the Elicium, allowing goods with a maximum weight of three tons to be lifted directly to the floor level of the ballroom, and accelerate the setup and breakdown process in the Elicium.
Information and Communication Technology High-quality ICT facilities are an increasingly important condition for the success of an event and proper operational management. The fast growth of virtual applications on and around the exhibition floor and the need of exhibitors, visitors and RAI employees to be connected 24/7 demand continuous attention. In 2012 Amsterdam RAI therefore prioritised the innovation and further development of its ICT services and facilities. 2012 was also the year in which we further professionalised the use of Wi-Fi at large events. By means of innovative technology large groups of visitors can use Wi-Fi simultaneously, supported remotely, proactively and correctively by the helpdesk and monitored by modern systems. A part of this process is the realisation of the ‘bring your own equipment infrastructure’ in which organisers can connect their own equipment seamlessly to the internet environment of Amsterdam RAI. With regard to office automation, Amsterdam RAI successfully started cooperating with new management partner Advisie, an organisation with a scale and level of professionalism that is in line with the demands of Amsterdam RAI. By means of virtualisation the server park was reduced by around 25 percent in 2012. This resulted in lower purchasing and management costs and less energy consumption. We also successfully implemented a pilot with the deployment of tablets on the exhibition floor. This makes current information easily accessible where necessary, and allows the system to process additional orders directly.
Exhibitor Services Amsterdam RAI Exhibitor Services supports exhibitors in their preparations for a successful event with a dedicated Webshop for ordering services and products online. In the past year this resulted in a substantially higher turnover and improved client satisfaction.
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At the same time Exhibitor Services successfully expanded its service range in 2012. The department increasingly realises stand construction for exhibition organisers. In addition to standard (uniform) stand construction, this also involves stand construction for registration areas, pavilions, lounges and temporary meeting rooms. In 2012 the services offered by Exhibitor Services in collaboration with various standbuilders that operate as preferred partners were used, among others, at Microsoft TechEd, IS Europe and UEG Week.
Catering & Hospitality Catering and hospitality are two major cornerstones in the operational process of Amsterdam RAI. Whether deciding to realise the catering in-house or outsource it to specialised companies, Amsterdam RAI always retains overall control. Amsterdam RAI has an ISO-9001 certification from Lloyds Register Quality Assurance. Among other things, this certification guarantees that all aspects of the primary process are critically evaluated on a regular basis and that they meet the legal guidelines and agreed client expectations. In 2012 catering took a closer look at its product range. This resulted in a completely renewed banqueting book focused on the themes Amsterdam, Sustainability and International. The preparations for a RAI-wide hospitality programme were started at the end of 2012.
Marketing & Innovation Over the year, the Marketing & Innovation department put a lot of effort into Research & Development. This included a study and marketing potential plan for New Economic Powers (NEPs) and the definition of the acquisition focus 2013-2017 for the Convention Centre in cooperation with the Business Development Management department. In partnership with specialised bureaus, research was also performed into Generation Y, X and the Connected Society with the goal of gaining more insight into the wishes and interests of future visitors. To map the demands of the current clients, the department implemented a new client satisfaction methodology (touchpoint surveys before and after an event) for organisers, exhibitors and visitors of the RAI. 2012 also saw the development of an organiser portal and virtual sales tool in line with the new virtual strategy which brings empty halls to life via the iPad. Additionally, the new contemporary rai.nl website was developed and launched in cooperation with the Corporate Communication department. There was also intensive collaboration regarding the implementation of the social media plan.
Other activities and participations RAI Theatre
The large hall of the RAI Convention Centre can be swiftly transformed into a well-lit theatre with 1,750 seats and the latest audio-visual technology. In the spring of 2012, the theatre hosted various productions, and from November 2012, the RAI Theatre was the setting for ‘Shrek the Musical’. This marked the first occasion that a musical was organised exclusively in the RAI Theatre for an extended period. The Albert Verlinde Entertainment production was extended in late 2012 to mid-March 2013 due to the high ticket sales. According to Verlinde, the success of the musical confirmed the position of the RAI Theatre as a new musical venue in the Amsterdam Zuidas district. Albert Verlinde Entertainment is currently considering new productions in Amsterdam RAI.
RAI Hotel & Travel Service In attracting major international events to Amsterdam, organisers increasingly rely on the availability of sufficient hotel rooms at attractive rates that have been determined well in advance. It was good to see that this demand was increasingly met in the past year, thanks to the expansion in room availability to 30,000, and the excellent cooperation with the hotel sector in Amsterdam and at Amsterdam Schiphol Airport. RAI Hotel & Travel Service (RHTS) provides visitors (mainly to international events) with hotel reservations and additional services such as car hire, transfers, excursions and flight bookings to and from Amsterdam. The number of rooms booked via RHTS rose further in 2012, with a total of 46,000 bookings for 155,000 nights.
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RHTS also stands out for its quality. By offering an online report tool, clients have 24/7 insight into the latest state of affairs regarding hotel pick-ups and bookings for their event. RHTS offers the same transparency with an internet script allowing clients to place the current availability and prices of hotel rooms on their own website. Organisations such as IBC, ISE and METS have seen the number of bookings rise as a result.
RAI Langfords B.V. (100% interest) RAI Langfords is a publisher of ten trade publications in three B2B markets: The automotive industry, the printing sector and the service industry. The activities of RAI Langfords in the past few years did not result in the expected synergy effects with the exhibition activities of Amsterdam RAI. But as the losses of the publisher appeared to be limited, far-reaching actions in the activities of the company were not deemed necessary, and active efforts to improve the market position of the trade magazine titles and reduce costs continued. In July 2012, however, it was found that the company’s results over the past years were structurally exaggerated by means of administrative trickery. Immediately after this discovery, organisational measures were taken and the sale of the activities was accelerated. The trade magazines of RAI Langfords were sold as of 1 January 2013. The automotive magazines were taken over by the newly established publishing company Mobility Media B.V. by means of a management buy-out. The service sector magazines Proost! and Horeca Entree were transferred to ManagementMedia publishers. Publication of GW (Grafisch Weekblad) was cancelled, and the publications of ReMaTec News and Amsterdam Courtesy Passport were transferred to RAI Exhibitions. Half of Langfords’ employees found positions with the new owners/publishers. The other members of staff will be made redundant in accordance with the predetermined social plan. The incorrectly presented figures from the previous years – totalling some 3 2 million (before deduction of company tax) - were corrected in the initial capital by means of error recovery. The losses of RAI Langfords over 2012 and the settlement costs are at the expense of the 2012 profit and loss accounts.
MECC Maastricht (75% interest) In 2011 MECC Maastricht made clear choices in its own portfolio. It cancelled non-profitable titles, and integrated staff services with those of Amsterdam RAI where possible. Together with Amsterdam RAI a programme was developed to enhance the commercial clout of MECC Maastricht. On 1 March 2012 Eric Broekaart was appointed interim director of MECC Maastricht with the remit to further professionalise the organisation and increase its sales strength. He succeeded and on 1 February 2013 his function was taken over by Rob van de Wiel, who has a lot of experience in the field of large-scale trade exhibitions and general interest exhibitions and events, including as Director of the Brabanthallen / Autotron Rosmalen. The City of Maastricht, the Province of Limburg, the Academic Hospital and University of Maastricht have partnered in the Health Campus. A joint workgroup was established to develop new exhibition concepts and attract exhibition conferences. A five-year agreement was established with the University of Maastricht in which the MECC is the preferred location for the University. The efforts to attract medical conferences are starting to pay off, and the MECC is increasingly known as an international medical conference complex. TEFAF Maastricht The 25th edition of TEFAF Maastricht attracted 70,000 visitors. TEFAF Maastricht is widely known as the world’s leading and most innovative art and antiques exhibition, and an important event for both serious private investors and museums. BELEEF! The autumn calendar of MECC Maastricht also listed the BELEEF! event, a wide-reaching consumer exhibition focused on fashion, interior and living. An important segment of BELEEF! is the D-Day design event. BELEEF! attracted 20,000 visitors. Business Experience The first edition of the Business Experience economic trade event in November, organised in close collaboration with Limburgse Werkgevers Vereniging (LWV), was well-received. JIM and BBB New developments for MECC Maastricht in 2013 include the further realisation of a high-quality automotive event, a conference on sustainability, and an exhibition for (professional) education and occupation. The equestrian event JIM is also due to return to the venue. The hospitality event BBB, which will have its 59th edition this year, will take place in October instead of January. Despite the changes that were set out in 2011 and 2012, the 2012 results were still negative at minus 3 0.8 million. Because participation in other exhibition and conference centres in the Netherlands is no longer in line with Amsterdam RAI’s strategy and the lease contracts of MECC Maastricht will expire in the foreseeable future, RAI Holding and the City of Maastricht are discussing a new type of partnership.
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Organisation and employees The success of Amsterdam RAI is largely determined by the expertise, creativity and efforts of its employees, with a special emphasis on their degree of hospitality and the creative development of exhibition concepts.
Strategy The new strategy of Amsterdam RAI is focused on internationalisation, connecting the physical and virtual worlds and offering solutions. The international strategic programme started with the organisation of a master class for employees who are focused on contacts in China, and appointing an international programme manager who is focused on China and speaks the language. For the virtual strategic programme a virtual programme manager was appointed who is specifically focused on the developments of virtual concepts for Amsterdam RAI. To increase involvement in the new strategy and stimulate employees to take on an active role, Amsterdam RAI initiated the Golden Goat Awards in late 2012.
Employee satisfaction The Employee Satisfaction Survey held in 2012 showed a substantial increase in employee satisfaction at Amsterdam RAI. The average mark for ‘general satisfaction’ was 7.7 compared to 7.2 in 2010. The organisation of the RAI, activities and colleagues also received high marks. Points of interests are efficiency, development opportunities and salaries. In November 2012, 73 percent of the RAI employees took the opportunity to provide feedback on these matters.
New Working Methods Amsterdam RAI has decided to implement its own ‘New Working Methods’ throughout the organisation. The starting point of the New Working Methods is that they are in line with the strategy of Amsterdam RAI, and that the strategy and methods mutually reinforce each other. The programme revolves around four themes: Flexible Working, Learning Capacities, Management & Space, and Vision on the Virtual Organisation. In dedicated training sessions, managers gained more insight into their own management styles and the effects thereof, and into their profiles and development possibilities. The first effects of the approach are becoming visible through more dialogue, changes in management styles, better cooperation and an increased focus on self-reflection. It was decided to secure the New Working Methods in the HR Evaluation and Development Cycles and the Business Balance Score Card of all managers as of 2013.
Diversity Amsterdam RAI is convinced that teams with sufficient diversity have a positive effect on the results. In addition to looking at the team composition within departments, the RAI underlines the importance of diversity by determining that there should as standard be one woman and at least one person from the so-called Y-generation (born after 1980) in steering committees and project groups. The goal regarding diversity within the top layers of Amsterdam RAI as formulated in 2008 still applies too, namely: ‘Within five (up to a maximum of seven) years, twenty percent of the management team (1st echelon) consists of women. The (management) teams in the layers below should also meet the 20% diversity standard.’ This diversity norm applies to both genders. If a management team should consist mainly of women, 20% should be male.
Cooperation with the RAI works council In the past year there have been many constructive meetings between the works council and senior management. These meetings were chaired by the General Director as the only statutory director. Important themes in these meetings were the progress with regard to the New Working Methods programme, and the planned new pension scheme for Amsterdam RAI as of 2013. In addition to these formal meetings, the discussion was continued in a number of sub-committees, including the HRM committee and the Employment Conditions committee. The works council also established a new sounding board group for both permanent and temporary employees. This group discussed a wide range of subjects to give the works council a better insight into the developments within the company. A separate works council annual report provides a more detailed of the subjects discussed in the previous year.
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Partnering with vocational education In 2012 Amsterdam RAI continued to shape its partnership with various educational institutions at various levels, including a structural cooperation with the Amsterdam University of Applied Sciences for knowledge exchange and internships at Amsterdam RAI. In May 2012 Amsterdam RAI also started working with MBO College Zuid, a school for intermediate vocational education, which has been located opposite the RAI complex as of 2012. The partnership started with a pilot in which 25 students who studied ‘Management & Event Support’ took on an internship at Amsterdam RAI. This school year (2012/2013) 150 students in ‘Organisation & Event Support’ will be taking a class in ‘RAI Hospitality’ which consists of guest lectures, training sessions, tours, student evaluations and a two-day practical internship at Amsterdam RAI.
Number of employees At the end of 2012 the number of permanent employees expressed in FTEs was 469.3 (2011: 491.5). This number can be subdivided as follows: • Amsterdam RAI 388.6 (2011: 398.0) • RAI Langfords 34.1 (2011: 34.4) • MECC Maastricht 46.6 (2011: 59.1) In the coming years we expect an increasing productivity with a stable employee database for Amsterdam RAI, and an increase in indirect employment due to the growth of international events.
CSR Corporate Social Responsibility (CSR) is an integrated part of Amsterdam RAI’s strategy, anchored in and supported throughout the entire organisation. This approach is also becoming more important commercially as organisers are increasingly focused on a CSR policy that is in line with their own goals in this field. In 2012 Amsterdam RAI’s CSR approach won two key international sustainability awards and was nominated for another.
Awards In the previous year, the Global Association of the Exhibition Industry (UFI) presented Amsterdam RAI with the prestigious UFI Sustainable Development Award. This prize rewards the sustainability policy which Amsterdam RAI has been pursuing since 2008. The UFI jury report stated the following: “In selecting Amsterdam RAI we are recognising the broad, all-encompassing impact of its sustainable development strategy. Its ability to engage the entire staff has resulted in high target achievement.” Over recent years Amsterdam RAI has worked hard to involve all its personnel and departments in its CSR policy. As a result, and due to the efforts of the RAI’s CSR ambassadors and CSR coordinator, sustainability has become a permanent fixture in the RAI’s operational management. Also in 2012, the HSMAI (Hospitality Sales & Marketing Association International) presented Amsterdam RAI with the European Award in the Social Responsibility category. The European Awards are prizes presented annually during the HSMAI Marketing Strategy Conference to businesses that make outstanding contributions to innovative approaches and solutions to the marketing challenges faced today. Amsterdam RAI’s Sustainability Report 2011 was nominated for the European Excellence Award which is presented annually by ‘Communication Director’, a European trade magazine for corporate communication and public relations, to the best PR and communication campaigns and organisations in Europe.
Projects in 2012 Specific sustainable investments and projects in 2012 included the implementation of the RAI’s own combined heat and power generator, which enables a more efficient production of electricity and heating with a gas efficiency of over 97 percent. We also installed various speed doors to prevent open doors in the halls, avoid draughts and reduce thermal losses. In 2012 Amsterdam RAI concluded the final tests for its new style of waste management during events. The pilot was aimed at shifting the waste activities to a single partner responsible for waste removal, which also supplies an Environmental Controller. The result is an integrated waste process during the setup and breakdown of events. Since October 2012 the approach has been implemented for all exhibitions.
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The night lighting of the RAI complex, the so-called ‘blue line’ of 1,579 running metres, has been completely renewed. The last neon lighting was replaced in 2012 by considerably more efficient LED lights, and the line was extended to the Elicium. With the new lighting in place, the RAI can realise energy savings of 77 percent.
Risk management
Risks and risk management Amsterdam RAI has systems for risk analysis and control. The company distinguishes between strategic, operational and financial/administrative risks. Strategic risks are related directly to events that can structurally undermine the position of the company, operational risks are related directly to business activities, and financial/ administrative risks are associated with developments in the financial market and financial & administrative management.
Strategic risks The main strategic risk is that one or more of the RAI’s own large titles would have to stop. This risk is reduced by means of a continuous professional approach and communication towards the market and our clients, while advanced database marketing helps reduce the risk of an unexpectedly low visitor turnout. Amsterdam RAI also strengthens the position of its own brands by rolling out and providing relevant solutions online. Risks surrounding the letting of spaces to third parties and the cancellation of third party events are also correlated with economic conditions. Proactive, structured marketing limits these risks, as do the many recent upgrades of the complex and expansion with high-quality facilities such as the RAI Elicium, which have increased the appeal and lettability of the RAI complex. Parking facilities and reachability: These risks are minimised by encouraging the use of public transport. During exhibitions that are expected to attract lots of visitor traffic, the RAI applies differentiated rates to reduce the traffic around the complex. Deliberations are underway with the city council on expanding the parking capacity on the RAI premises. Moreover, Amsterdam RAI also buffers the traffic generated during the setup and breakdown of exhibitions. With regard to the participating interest risk, the risk at RAI Langfords expired as of 1 January 2013 due to the sale of the titles. Security risks are monitored constantly. Amsterdam RAI has a Safety & Security Board that determines and evaluates the policy.
Operational risks In accordance with the requirements of the Dutch Working Conditions Act, Amsterdam RAI regularly conducts analyses of occupational hazards by means of a Risk Inventory and Evaluation (RI&E) followed by planning measures to create a ‘safe RAI’ for its employees. New safety measures for setup and breakdown activities for events were implemented on 1 January 2012 partly at the request of our international organisers. Construction risks, stands and pavilions: As determined in a covenant with the City of Amsterdam and the local Amsterdam Zuid council, Amsterdam RAI has the right to hand out a number of event-related permits to organisers and exhibitors, and to carry out its own inspections of these permits since 2011. Observations are made by an event manager and checks are performed by a license officer. All hazardous substances are inventoried and stored in specially created and adapted spaces in accordance with the environmental guidelines of the Dutch national service for environment and construction safety (Dienst Milieu & Bouwtoezicht). During event-related activities, Amsterdam RAI also offers a special service allowing third parties to leave behind hazardous substances. These are subsequently removed by certified waste management companies. In accordance with EU Regulation 852/2004 on food-related hygiene, Amsterdam RAI uses a verifiable safety system based on HACCP principles. Amsterdam RAI also operates in compliance with the established hygiene code for the restaurant and hospitality sector.
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Within the framework of crowd control (i.e., in case of fire), access checks have been aligned with the number of visitors, the walking routes have been optimised, and a new evacuation plan developed. With regard to the ICT infrastructure, Amsterdam RAI has regular meetings with original equipment manufacturers like Cisco, Microsoft and Xirrus. Additionally, there are external audits regarding the status and innovations of the ICT infrastructure (for example by TNO). For the most ICT-sensitive events, meetings are held with the main ICT users (organisers and exhibitors) prior to the event. To cover the risk of a lengthy breakdown of ticket websites (huishoudbeurs.nl, metstrade.com, etc.), Amsterdam RAI will investigate the possibility of establishing an emergency procedure. Other points of research and attention in 2013 will be possible violations of database integrity and privacy. Regarding product liability, the delivery conditions of the suppliers have been aligned with the purchasing and sale conditions of Amsterdam RAI.
Financial risks To safeguard its financing capacity Amsterdam RAI requires a clear strategy, continued profitability and a healthy equity/debt ratio. Equally important is the capacity to control costs early should sudden difficulties arise. Amsterdam RAI has enjoyed an open and constructive relationship with its bank for many years, and meets all conditions set. The interest risk on long-term loans is mostly covered by means of an interest swap, in which the term and amount run parallel to the principal sum. The currency risk is limited by the majority of the turnover being invoiced and received in euros, while any positions in foreign currency are immediately converted into euros. The debtor risk is reduced by including the provision that letting invoices must be settled before an event in the general conditions. Claims which arise during an event are recovered immediately whenever possible. An online system secures possible arrears on a daily basis. Accounts receivable amounted to 3 18.6 million at the end of 2012; of which 3 8.1 million referred to future events on which the risks of irrecoverability are limited. For the administrative organisation Amsterdam RAI employs electronic data processing with an automated integrated central information system within which the control function is anchored. Various items are checked annually by an external accountant. The financial progress is monitored for each activity and project on a monthly basis. Combined with a forecast for the coming five quarters, these updated figures give a so-called rolling forecast, which is subsequently discussed between management and each division separately. In addition to the rolling forecast, a policy outline memorandum is drawn up each year based on forecasts for the coming five years. This memorandum is discussed in the Supervisory Board and forms the basis of the long-term financing plan. The activated costs for the development of the RAI hotel amounted to 3 600,000 in late December 2012.
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Financial developments in 2012 In 2012 RAI Holding had a net turnover of 3 134.7 million; 0.8% more than the 3 133.6 million in 2011 and 7.8% more than in 2010, which had a similar exhibition programme. The turnover increase is mainly due to the return of the BedrijfsautoRAI and the international RAI-organised events as well as the growth of events organised by third parties. In the past year the RAI was occupied by international events for 265 exhibition days. The costs in 2012 increased by 3 2.9 million compared to 2011. This rise was mainly due to setbacks at RAI Langfords and MECC Maastricht. The results of the core activities enjoyed a considerable increase of 26.4% compared to 2011. The operational profit in 2012 was 3 6.0 million (3 8.3 million in 2011). After the deduction of interest costs and taxes, the net profit amounted to 3 2.1 million (3 3.1 million in 2011).
Key financial data of the past five years
2012 2011 2010 2009 2008 Results: Turnover 134.7 133.6 125.0 108.1 123.5 Operational profit 6.0 7.8 11.6 4.4 10.9 Net profit 2.1 3.1 5.7 0.2 5.3 Group capital 76.4 76.3 76.5 70.9 72.6 Balance total 196.2 203.9 208.0 210.6 206.7 Facilities 6.5 4.8 5.0 4.1 2.9 Net investments*) 11.1 10.3 6.6 17.8 38.6 Ratios: Operational profit as % of the turnover 4.5% 5.8% 9.3% 4.1% 8.8% Solvency 38.9% 37.4% 36.8% 33.7% 35.1% *) buildings, installations and inventory Turnover The breakdown of turnover is illustrated below (in millions of euros and as a percentage of turnover) Exhibitions and events organised by Amsterdam RAI and MECC Letting to third parties Catering Publication of trade journals Other* Total
2012
% 2011
% 2010
% 2009
%
52.5 39.0% 53.6 40.1% 48.5 38.8% 34.1 31.5% 23.2 17.2% 23.5 17.6% 21.6 17.3% 26.4 24.4% 16.9 12.5% 18.1 13.5% 17.5 14.0% 14.1 13.0% 3.2 2.4% 4.0 3.0% 5.0 4.0% 5.3 4.9% 38.9 28.9% 34.4 25.7% 32.4 25.9% 28.3 26.2% 134.7 100.0% 133.6 100.0% 125.0 100.0% 108.2 100.0%
* including hotel commissions and facility services
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Costs and depreciation In 2012 the costs increased by 3 2.9 million compared to 2011. This rise was mainly due to setbacks at RAI Langfords and MECC Maastricht. The activities of RAI Langfords have been sold as of 1 January 2013. The incorrectly presented figures from the past, totalling 3 2 million (before deduction of company tax), were corrected in the initial capital by means of error recovery. The losses of RAI Langfords over 2012 and the settlement costs were added to the profit and loss account 2012. Depreciation costs over the past year were 3 15.8 million (2011: 3 14.8 million) including a depreciation of the inventory related to the sale of RAI Langfords’ activities.
Investments Over the past year Amsterdam RAI invested 3 11.2 million in buildings, installations and inventory in addition to 3 1.1 million in IT technology. The 2012 investments were financed from the cash flow.
Financing costs The interest charges were 3 3.4 million, a reduction of 8.6% compared to 2011. The decrease was mainly due to loan Âredemption. As in previous years, Amsterdam RAI achieved the ratios agreed upon by the bank. The equity/debt capital ratio was a healthy 63.8% (2011 59.8%).
Dividend policy In accordance with the applicable dividend policy, the General Meeting of Shareholders is recommended to pay a dividend of 3 2.0 million.
Prospects for 2013 The sale of the activities of RAI Langfords and the possible changes in the partnership with the City of Maastricht at MECC Maastricht mean that the results of RAI Holding will be determined exclusively by the results of its core activities. The additional prospects for 2013 are mixed. Positive aspects are the good development of large-scale international events like IBC, ISE and Aquatech, and the arrival of the European Society of Cardiology Congress (ESC) in September. On a national level the Horecava and Huishoudbeurs continue to be extremely popular. The gap in the calendar due to the cancellation of AutoRAI 2013 will not be easy to fill due to the short lead time. Based on this strong national and international position, Amsterdam RAI is confident about the future, although it does appear that 2013 will be a challenging year due to the economic climate and the cancellation of the AutoRAI. Amsterdam, 14 March 2013 RAI Holding B.V. A.J. Bakker, General Director
RAI HOLDING B.V. - Annual report 2012
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General RAI Holding B.V. has its registered office in Amsterdam. The company’s financial year runs from 1 January to 31 December.
General principles for valuation The annual accounts have been prepared in accordance with the generally accepted principles for financial reporting in the Netherlands and meet the legal provisions regarding the annual accounts as recorded in Part 9, Book 2 of the Netherlands Civil Code. The principles for the valuation of assets and liabilities were applied consistently during the previous and current year. The principles for valuation and result determination apply to both the consolidated and company annual accounts.
Shareholder structure The RAI Association has a 75 percent interest in RAI Holding B.V. The remaining 25 percent of the shares are held by the Municipality of Amsterdam.
Principles of consolidation The consolidated financial statements of RAI Holding B.V. include the financial information of its group entities and the other corporate bodies which are under control of RAI Holding B.V. The other participating interest is not consolidated. The financial information of companies acquired during the year under review is consolidated from the moment that RAI Holding B.V. acquires decisive control over the decision-making of the companies concerned until the moment of termination of this control. Transactions between companies that are consolidated are eliminated.
Adjustment in comparative figures After the 2011 financial statement had been published, it was found to contain errors to such an extent that it did not provide an accurate insight. This involved a fundamental error related to the presentation of a higher turnover than the actual turnover and lower costs than the actual costs in previous years. As a result the equity capital at the end of 2011 as provided in the 2011 financial statement was 3 1.5 million higher than the actual state of affairs (debtors 3 1 million too high, and other debts 3 0.5 million too low). In accordance with the Guideline for Annual Reporting 150, the 2011 figures included in the 2012 balance as a comparison were adapted to this finding, as were the associated items in the profit- and loss accounts.
Foreign currency The functional currency is the euro. Assets and liabilities denominated in foreign currency are converted into euros at the exchange rate valid on the date of the balance sheet. Transactions in foreign currencies are converted at the exchange rates at the time of the transaction. The exchange difference that results from the denomination is included in the profit and loss account.
Use of estimates In order to help determine the included figures when drawing up the annual accounts, the management of RAI Holding B.V. makes certain estimates and suppositions in accordance with the generally accepted principles of financial reporting. The factual results can deviate from these estimates. The estimates and underlying suppositions are regularly evaluated. Revisions of estimates are recorded in the period in which the estimate is revised and in future periods that are affected by the revision.
Financial instruments Financial instruments include both primary financial instruments such as receivables or debts, and financial derivatives. For the principles of the primary financial instruments we refer to the description per balance sheet item. RAI Holding B.V. applies hedge-accounting based on documentation for each individual hedge relation, and documents how the hedge relations fit in with the goals of the risk management, hedge strategy and the expectations regarding effectiveness of the hedge.
RAI HOLDING B.V. - Annual report 2012
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The effective part of the financial derivatives assigned to cost-price hedge-accounting is valuated at cost value and the ineffective part is valuated at real value. The valuation changes of the fair value of the ineffective part are immediately processed in the profit and loss account.
Accounting principle for the valuation of assets and liabilities Assets and liabilities are stated at their nominal value, unless otherwise indicated in the separate items in the explanatory notes.
Intangible fixed assets Trade journal titles are shown at historical cost minus depreciation, or at market value if lower. Exhibition titles are valued at cost price or market value if lower. All externally obtained titles are depreciated over their economic life, which is assumed to be 20 years at most. Software is valued at historic cost and is depreciated over its economic life, which is assumed to be ten years at most. Operating rights are valued at acquisition price and depreciated annually based on the term of these rights.
Tangible fixed assets These are valued at their acquisition price, minus straight-line depreciation based on the economic life. Work in progress is valued at acquisition price.
Financial fixed assets Participating interests over whose business and financial policy significant control is exercised are stated at their net asset value determined on the basis of the accounting principles of RAI Holding B.V. Participating interests over which no significant control is exercised are stated at their current value, which is derived from the net asset value. Receivables from and loans to participating interests as well as other receivables are stated at the actual value in the first processing, and then valued at the amortised cost minus the necessary provisions.
Receivables Receivables are stated at the actual value in the first processing, and then valued at the amortised cost, which is the same as the nominal value minus, when necessary, provisions for doubtful debts. These provisions are determined based on an individual assessment of the receivables.
Stock Stocks are valued at the purchasing price or lower market value.
Securities Securities are stated at their cost or market value on the balance sheet date, whichever is the lower. The market value is in principle equal to the value quoted on the stock exchange. Short-term securities are stated at the directly realisable value.
Cash Cash are at the disposal of the company.
Minority interest The minority interest in group companies is stated at the net asset value determined in accordance with the accounting principles of these annual accounts.
Provisions Pension provision The company has arranged a pension plan for its staff which qualifies as a defined contribution scheme: The obligations of the company are limited to the payment of an annual contribution to the insurance company. The contributions to be paid in the future will depend in part on how the terms and conditions of employment change and on the returns achieved by the insurance company on the invested contributions. The company does not have a provision for possible future increases in the contributions.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
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Other provisions A provision for future reorganisation costs is made if there is a formalised and detailed reorganisation plan in existence on the balance sheet date, and implementation of the plan has been started or the outline of the plan has been communicated to the staff directly concerned no later than on the date the annual accounts were compiled. Where, under the terms of a tenancy, RAI Holding B.V. or its subsidiaries bear the costs of major maintenance of buildings let to them, a provision is made for the equalisation of the costs for the contractual term of the tenancy agreement. The level of the provision is based on a long-term plan for major maintenance and repairs. The maintenance costs of buildings owned by RAI Holding B.V. or its subsidiaries are either charged directly against the profits or capitalised and written off if the general capitalisation criteria permit this. A provision for long-service payments is included based on the valid long-service regulations per balance sheet date, taking into account the likelihood of staying, future labour cost developments and discount provisions. A provision is included for bonus schemes and participations based on relevant performance schemes. This provision is included under current liabilities. Related to the cancellation of the corporate activities of RAI Langfords B.V, a provision was included for the vacancy of let buildings.
Long-term liabilities Long-term liabilities include debts with a remaining term of over one year. These debts are stated at the actual value in the first processing, and then valued at the amortised cost.
Short-term liabilities Current liabilities have an expected term of less than one year. A provision is included for bonus schemes and participations based on relevant performance schemes. There is also a provision included for contractual agreements with employees.
(Deferred) Tax liabilities Temporary differences between the determination of profit for commercial and tax purposes are stated at their nominal value in the balance sheet as a deferred tax liability or asset. Deferred claims for corporation tax on account of tax-deductible losses are valued at the future tax rate known on the balance sheet date in so far as it can reasonably be expected that the claims are realisable. RAI Holding B.V. is the leading company of a group that is treated as a single entity for tax purposes. The other members of the group are: Amsterdam RAI B.V., AV RAI B.V., Amsterdam RAI Catering B.V., RAI Langfords B.V. and Arfora B.V.
Principles for result determination Revenue The financial statements have been prepared on the basis of the historical cost convention. Revenue and expenses are accounted for in the period in which the goods or services are supplied. For exhibitions and events this is the period in which the event takes place. For trade magazines this is the period in which they are published. Profits are accounted for in that period. Losses and risks that originated before the end of the financial year are processed if and insofar as they became known before the annual accounts were drawn up.
Depreciation The depreciation on tangible fixed assets is calculated on a linear basis by reference to the expected economic life. The buildings are depreciated to residual value. The applied depreciation rates are between two and 20 percent. The depreciation of the intangible fixed assets is related to the acquisition value, and ranges between five and 20 percent.
Financial income and expenditure The financial income and expenditure are the interest income and expenditure attributable to the period concerned.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
26
Income from subsidiaries Income from subsidiaries results concern the share of the company in the results of the net asset value of the participating interests. The share that the company is due is stated as income from subsidiaries.
Corporation tax The corporation tax is calculated on the profit on ordinary activities before tax, taking into account the tax facilities. The changes in the provision for deferred company tax is taken into account in the calculations.
Cash flow statement The cash flow statement is prepared according to the indirect method. The cash in the cash flow overview consist of cash and bank credits. Receipts and expenditure on account of interest and corporation tax are included under the cash flow from operational activities. The cash flow that consists of the net result after tax, increased by the depreciation expenses, is recorded individually.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
27
1.1. Consolidated balance sheet (before proposed appropriation of results)
(Amounts x 4 1,000)
Assets Fixed assets Intangible fixed assets Tangible fixed assets Financial fixed assets
Ref.
2012
2011
1.1.1. 1.1.2. 1.1.3.
5,520 162,582 1,247
6,042 165,542 1,234 169,349
Current assets Stock Receivables Securities Cash
1.1.4.
408 25,615 41 782
172,818
385 29,651 41 998 26,846
31,075
196,195
203,893
Liabilities Shareholders’ equity Subscribed capital Share premium reserves Other reserves Unappropriated profit
1.1.5. 2,730 22,006 49,627 2,060
Minority interest
Provisions
1.1.6.
Liabilities Long-term liabilities Short-term liabilities
1.1.7. 1.1.8.
2,730 22,006 48,530 3,096 76,423 0 76,423
76,362 -35 76,327
6,508
4,825
48,045 65,219
56,998 65,743 113,264
122,741
196,195
203,893
RAI HOLDING B.V. - Annual report 2012
Financial Statement
28
2.1. Consolidated profit and loss account
(Amounts x 4 1,000)
Net turnover
Ref.
2012
2011
2.1.1.
134,669
133,629
Sum of operating revenues Costs of outsourced work and other external costs Wages and salaries Social security contributions Pension contributions Amortisation on tangible and intangible fixed assets Other value changes of intangible fixed assets Other operating expenses (including other personnel costs)
134,669
2.1.2.
2.1.3.
57,257 25,094 3,735 2,719 15,765 0 24,135
Sum of operating expenses Operating profit Interest and similar costs
Profit on ordinary activities before tax Taxes on profit on ordinary activities Share in profit of non-consolidated companies in which the RAI has a participating interest Results after tax Third party share in profit Net result after tax
2.1.4.
2.1.5.
133,629 58,914 25,030 3,347 2,617 14,518 277 21,084
128,705
125,786
5,964
7,843
-3,403
-3,724 -3,403
-3,724
2,561 -488 22
4,119 -1,165 42
2,095
2,996
-35
100
2,060
3,096
RAI HOLDING B.V. - Annual report 2012
Financial Statement
29
Consolidated cash flow statement
(Amounts x 4 1,000) 2012
2011
Cash flow from operational activities Operating profit
5,964
7,843
Adjustments Depreciation on intangible and tangible fixed assets Result of participating interests and third party interests Changes in provisions
15,765
14,518
31
142
1,683
-141 17,479
Changes in stocks and receivables Changes in current liabilities (excluding bank credit)
14,519
5,069
394
-8,827
12,423 -3,758
12,817
Cash flow from operational activities Paid interest Paid taxes on profit on ordinary activities
-2,725 -1,544
Total cash flow from operational activities
-4,338 -999 -4,269
-5,337
15,416
29,842
Cash flow from investment activities Net investment in tangible fixed assets Net investment in intangible fixed assets Net disinvestment in financial fixed assets
-11,128
-10,288
-1,154
-956
-22
13
Total cash flow from investment activities
-12,304
-11,231
Cash flow from financing activities Dividend payment
-2,000
-2,000
Changes in long-term liabilities
-8,953
-9,611
Total cash flow from financing activities
-10,953
-11,611
Changes cash and bank credit
-7,841
7,000
Cash and bank credit as at 1 January
-3,807
-10,807
-11,648
-3,807
Cash and bank credit as at 31 December
RAI HOLDING B.V. - Annual report 2012
Financial Statement
30
Notes to the consolidated balance sheet as of 31 December 2012
(Amounts x 4 1,000) Exhibition titles
Trade magazine titles
Software
Other
Total
780 0 0 780
1,111 20 -1,131 0
16,770 1,134 -116 17,788
1,684 0 0 1,684
20,345 1,154 -1,247 20,252
363 26 0
1,111 0 -1,111
11,916 1,498 -37
913 53 0
14,303 1,577 -1,148
389
0
13,377
966
14,732
Book value as at 1-1-2012
417
0
4,854
771
6,042
Book value as at 31-12-2012
391
0
4,411
718
5,520
1.1.1. Intangible fixed assets Acquisition value as at 1-1-2012 Investments Disinvestments Acquisition value as at 31-12-2012 Depreciation and amortisation as at 1-1-2012 Depreciation and amortisation 2012 Disinvestments Depreciation and amortisation as at 31-12-2012
Investments in exhibition titles and trade journal titles are depreciated over a maximum period of 20 years. The trade journals were sold at the end of 2012. Software is depreciated over a period of ten years at most, calculated from the time it is first used. An impairment test on exhibition titles acquired in the past is performed each year. The ‘other’ category concerns above all the use of a lounge in the Amsterdam ArenA. These rights will be depreciated until the year 2026. Disinvestments are related to assets that are no longer used.
1.1.2. Tangible fixed assets Acquisition value as at 1-1-2012 Investments
Buildings,
Work
installations
in
and land
Inventory
progress
Total
275,840
34,873
4,863
315,576
0
1,656
9,473
11,129
2,377 -2,086
0 -2,517
-2,377 0
0 -4,603
276,131
34,012
11,959
322,102
130,373
19,661
0
150,034
9,821
4,228
0
14.049
-2,053
-2,510
0
-4.563
as at 31-12-2012
138,141
21,379
0
159,520
Book value as at 1-1-2012
145,467
15,212
4,863
165,542
Book value as at 31-12-2012
137,990
12,633
11,959
162,582
Finished work in progress Disinvestments Acquisition value as at 31-12-2012 Depreciation and amortisation as at 1-1-2012 Depreciation 2012 Disinvestments Depreciation and amortisation
RAI HOLDING B.V. - Annual report 2012
Financial Statement
31
Buildings and land (including land subject to a long lease in which the reversionary interest has been acquired) are depreciated over a period of 50 years, the Congress Centre over a period of 20 years, and installations over a period of 10 to 20 years. The other fixed assets are depreciated over a period of five to 20 years. The book value of land subject to a long lease in which the reversionary interest has been acquired on 31 December 2012 is 3 4,354,765 (2011: 3 4,538,743). Disinvestments are related to fixed assets that are no longer used.
1.1.3. Financial fixed assets
Total
Balance as at 1-1-2012 Result Dividend
1,234 22 -9
Balance as at 31-12-2012
1,247
The financial fixed assets refer to a capital interest in Stadion Amsterdam CV of 1/9 share of the limited capital.
Current assets
2012
2011
Trade receivables Provision doubtful debts
18,590 -1,427
21,681 -1,671
Other receivables
17,163 2,937 5,515
20,010 3,478 6,163
25,615
29,651
1.1.4. Receivables
Accrues assets
1.1.5. Shareholder equity For notes on the changes in the shareholder equity in 2011 and 2012 see the company annual accounts of RAI Holding B.V. (section 3.1.2). There were no direct changes in the shareholder equity during the financial year, except for the effects of the error recovery.
Maintenance
Deferred tax liability
Other
Total
Balance as at 1-1-2012 Contribution Withdrawal
2,225 301 -146
2,130 0 -845
470 2,402 -29
4,825 2,703 -1,020
Balance as at 31-12-2012
2,380
1,285
2,843
6,508
1.1.6. Provisions
The deferred tax liability consists of the differences between a commercial and tax-based valuation. The other provisions concern a provision for long-service payments and a provision for a reorganisation related to the conclusion of the activities of RAI Langfords B.V. The above provisions, with the exception of the reorganisation provision, are mainly of a long-term nature.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
32
1.1.7. Long-term liabilities
2012
2011
39,375 679 7,991
48,125 774 8,099
48,045
56,998
Principle
Repayment in book year
Amount remaining
16,875 15,000 25,000 771 9,647 67,293
3,750 0 5,000 91 778 9,619
Loan Deutsche Bank Nederland B.V. Loan Municipality of Maastricht Other liabilities
Overview of long-term loans as of 31 December 2012 Loan I Deutsche Bank Nederland B.V. Loan II Deutsche Bank Nederland B.V. Loan III Deutsche Bank Nederland B.V. Loan from Municipality of Maastricht Other liabilities Minus short-term part of long-term liabilities
13,125 15,000 20,000 680 8,869 57,674 9,629 48,045
The credit agreement with Deutsche Bank Nederland N.V. comprises not only the overdraft facility of 3 27.5 million agreed in 2004 but also three loans: Loan I was concluded in 2005, has a term of 10 years and amounts to 3 30 million. Repayments are made in 16 half-yearly instalments from 1 July 2008. Loan II was concluded in 2005, has a term of 10 years and amounts to 3 25 million. An early repayment of 3 10 million was made in 2006. The loan must be repaid by 2015 at the latest. Loan III was concluded in 2008, with a starting date of 1 January 2009. It has a term of eight years and amounts to 3 25 million. Repayment is made in 10 half-yearly instalments from 1 January 2012. The rate of interest on the loans is Euribor + 0.65%. In order to fix the interest rates, interest rate swaps amounting to 3 55 million were concluded in 2005 and 2008 for the period 2006-2016. A part of the interest swap of 3 10 million was sold in 2006. On this basis Amsterdam RAI B.V. pays an interest rate of 4.01% on loan I, 4.18% on loan II and 4.95% on loan III. The business premises at Europaplein have been mortgaged as security for the repayment of the long-term liabilities. The loan from the Municipality of Maastricht is an annuity loan of 3 1,464,000 and was granted in 2003. The annuity loan runs until August 2017 and has an interest rate of 4.5%. The other long-term debts consist of a lump-sum payment received in 1988 from the Municipality of Amsterdam for the operating losses of the Congress Centre in the period until 2038. This lump-sum payment was acquired in the past for an interest of 7.46%. This lump-sum payment is mainly of a long-term nature. The release benefits the operational costs. The annual interest increase is at the expense of the financial revenue and expenses.
1.1.8. Short-term liabilities Bank overdrafts Short-term part of long-term loans Advance payments Debts to suppliers Taxes and social security contributions Accruals and deferred income
2012
2011
12,430 9,629 17,701 12,691 2,145 10,623
4,805 9,611 21,577 10,448 2,514 16,788
65,219
65,743
RAI HOLDING B.V. - Annual report 2012
Financial Statement
33
Off-balance sheet information 1. The total contractual commitments under tenancy agreements amounted to 3 6,194,596 (2011: 3 8,361,931) at the end of the financial year, of which 3 1,424,445 relates to 2013, 3 6,194,596 to the period 2013 to 2017, and 3 68,885 to the period after 2017. 2. Bank guarantees of 3 100,553 (2011: 3 100,553) have been issued in connection with tenancy agreements and securities. 3. There are operating lease commitments for 60 (2011: 83) cars. At the end of the financial year the contractual commitments totalled 3 1,153,748 (2011: 3 1,334,143), of which 3 416,899 is due within one year. The remainder is due within five years. Financial instruments The risks associated with the financial instruments are clarified below. Credit risks In order to manage the credit risk, exposure is constantly monitored and acted upon. At the end of the financial year there was no major concentration of credit risks. Credit risks relate to debtors and other short-term receivables. Sufficient provisions were included accordingly. Currency risk There are no substantial currency risks as the operational cash flows and financing activities mainly take place in euros. Interest risk Interest risks mainly concern long-term loans. Amsterdam RAI B.V. has interest rate swap contracts to cover interest risks. In order to fix the interest rates, interest rate swaps amounting to 3 45 million at the end of the financial year were concluded in 2005 for the period 2006 to 2016. Amsterdam RAI B.V. pays an interest rate of 4.01% on loan I from Deutsche Bank Nederland B.V. and 4.18% on loan II from Deutsche Bank Nederland B.V. of 3 15 million. Amsterdam RAI B.V. pays an interest of 4.95% on loan III from Deutsche Bank Nederland B.V. A variable interest rate of one month Euribor plus an individual surcharge is paid on the bank overdrafts. The amounts covered by the interest swaps are smaller than or equal to the outstanding principle of the loans from Deutsche Bank Nederland B.V. On 31 December 2012 the interest swaps had a real value of minus 3 3,920,677 (2011: minus 3 4,578,148). The real value will be reduced to zero over the remaining interest swap period (until 2016).
RAI HOLDING B.V. - Annual report 2012
Financial Statement
34
Notes on the consolidated profit and loss account 2012
(Amounts x 4 1,000) 2.1.1. Turnover
2012
2011
130,679
129,137
3,990
4,492
134,669
133,629
Exhibitions and events
52,530
53,611
Letting to third parties
23,200
23,450
3,153
4,044
Catering
16,903
18,103
Parking
5,416
6,240
Hotel commissions
3,063
3,268
22,297
18,151
8,107
6,762
134,669
133,629
2012
2011
Exhibitions and events
22,966
24,527
Letting to third parties
932
780
Publication of trade journals
2,351
1,821
Outsourcing costs
5,950
7,545
Catering
5,860
5,451
Personnel
8,371
8,668
By geographical area The Netherlands Other countries
By activity
Publication of trade journals
Facility Services Other
2.1.2. Costs of outsourced work and other external costs
Marketing costs
5,773
6,535
Other
5,054
3,587
57,257
58,914
2.1.2. Personnel costs As of 1 January 2012, the Board of RAI Holding B.V. consists of one person. Based on Article 383 section 1 book 2 from the Netherlands Civil Code, the salary is therefore not included in this statement. The salary paid to (former) Directors (2) in 2011 amounted to: 3 816,516. The salary paid to Supervisory Directors (six on average) amounted to 3 128,831 (in 2011: 3 100,128, with an average of five Supervisory Directors).
Average number of employees (FTEs) working for the group In the Netherlands
479
489
RAI HOLDING B.V. - Annual report 2012
Financial Statement
2.1.3. Other operational costs
35
2012
2011
Building costs
11,470
10,623
Agency costs
1,065
974
Automation costs
3,256
4,038
Consultancy costs
2,940
3,087
Travel, accommodation and representation costs
1,167
1,145
Other personnel costs
2,500
1,134
-74
83
Other general operational costs Costs for the termination of the activities of RAI Langfords B.V.
1,811
0
24,135
21,084
Auditors’ costs The 2012 profit and loss account shows an amount of 3 74,625 (2011: 3 72,610) for the costs of auditors BDO Audit & Assurance B.V. for the 2012 annual audit. 2.1.4. Interest expenses and similar costs
2012
2011
Interest expenses
3,403
3,724
840
1,165
2.1.5. Taxes Tax charged based on the commercial result Changes tax deferral
-287
0
Settled taxes and other securities
-65
19
Tax charged in the profit and loss account
488
1,274
The effective taxation rate is 20.3% (2011: 27.2%) and is in line with the average nominal corporate tax rate in the Netherlands.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
36
Company balance sheet (before proposed appropriation of results) (Amounts x 4 1,000) Assets Fixed assets Financial fixed assets
ref.
2012
3.1.1.
91,311
2011
82,162 91,311
82,162
Liabilities Shareholder equity Issued capital Share premium Other reserves Unappropriated profit
3.1.2. 2,730 22,006 49,626 2,060
2,730 22,006 48,530 3,096 76,422
76,362
Provisions
3.1.3.
8,507
2,272
Debts Debts to group companies
3.1.4.
6,382
3,528
91,311
82,162
Company profit and loss account (Amounts x 4 1,000)
2012
2011
Company result after taxes Result from subsidiaries after taxes
-222 2,282
0 3,096
Net result
2,060
3,096
The company profit and loss account has been drawn up in accordance with Article 402 of Book 2 of the Netherlands Civil Code. The financial data of RAI Holding B.V. is included in the consolidated annual account. As a result, the profit and loss account of RAI Holding B.V. only states the share in profits after taxation of participating interests and the other result after taxes, in accordance with Article 402 of Book 9 of the Netherlands Civil Code.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
37
Notes on the Company balance sheet as of 31 December 2012 (Amounts x 4 1,000)
3.1.1. Financial fixed assets
Participation in Group companies
Balance as at 1-1-2012 Result Repayment Disinvestments Provision
82,162 2,282 -556 1,410 6,013
Balance as at 31-12-2012
91,311
The company owns 100 percent (unless otherwise stated) of the shares in the following major participations: Amsterdam RAI B.V., Amsterdam; Maastricht Exhibition and Congress Centre (MECC) B.V. (75 percent), Maastricht; Arfora B.V., Amsterdam; RAI Langfords B.V., Amsterdam; RAI Vision B.V. (50 percent), Amsterdam, liquidated as of 20 January 2012. The results of these group companies include those of the main indirect participations (100 percent unless otherwise stated): AV RAI B.V., Amsterdam; Amsterdam RAI Catering B.V., Amsterdam.
3.1.2. Shareholder equity Balance as at 1-1-2011 (cf financial statement 2010)))
Share capital
Share premium reserve
Other reserves
Unappro priated profit
Total
2,730
22,006
46,047
5,683
76,466
Appropriation of profit
0
0
5,683
-5,683
0
Effect error recovery
0
0
-1,200
0
-1,200
2,730
22,006
50,530
0
75,266
Result of financial year
0
0
0
3,427
3,427
Effect error recovery on result
0
0
0
-331
-331
Dividend
0
0
-2,000
0
-2,000
Balance as at 31-12-2011
2,730
22,006
48,530
3,096
76,362
Balance as at 1-1-2012
2,730
22,006
48,530
3,096
76,362
Appropriation of profit
0
0
3,096
-3,096
0
Result of financial year
0
0
0
2,060
2,060
Dividend
0
0
-2,000
0
-2,000
2,730
22,006
49,626
2,060
76,422
Balance as at 1-1-2011 (adjusted)
Balance as at 31-12-2012
The authorised capital is 3 13,650,000, divided into 225,000 ordinary ‘A’ shares and 75,000 ordinary ‘B’ shares, each having a nominal value of 3 45.50. Of these, 45,000 ‘A’ shares and 15,000 ‘B’ shares have been issued and fully paid up.
RAI HOLDING B.V. - Annual report 2012
Financial Statement
38
3.1.3. Provisions
Total
Balance as at 1-1-2012 Addition
2,272 6,235
Balance as at 31-12-2011
8,507
RAI Holding B.V. made a provision for the negative capital of participations.
3.1.4. Debts to group companies
Debts to group companies
Balance as at 1-1-2012 Changes
3,528 2,854
Balance as at 31-12-2012
6,382
Like last year, no interest is charged on the debts to group companies.
Personnel As was the case in 2011, RAI Holding B.V. did not employ any staff in 2012.
Off-balance sheet information Letters of liability in accordance with Article 403 of Book 2 of the Netherlands Civil Code have been issued and deposited for the participating interests in Amsterdam RAI B.V., AV RAI B.V., Amsterdam RAI Catering B.V. and RAI Langfords B.V. As of 1 January 2013 RAI Holding B.V. cancelled its liability statement for RAI Langfords B.V. by virtue of Article 403, Book 2 of the Dutch Civil Code. Amsterdam, 14 March 2013 The Executive Board, A.J. Bakker The Supervisory Board, J.H.J. Mengelers (Chairman) F.I.M. Houterman S.J. Rijxman
Professor A.J.M. Roobeek J.W.Th. van der Steen J.R. Vermeulen
RAI HOLDING B.V. - Annual report 2012
Financial Statement
39
Other information In accordance with article 24 of the company statutes, the following has been recorded regarding the appropriation of profit. Article 24. 1. In addition to several other reserves, the company can keep a general reserve, a share premium reserve A, a share premium reserve B, a dividend reserve A, and a dividend reserve B in its books. The respective rights to these reserves go to owners of shares A and shares B, pro rata to the number and type of shares they own. 2. Payments to shares A and shares B that exceed the nominal value of those shares are added to the share premium reserve concerned. 3. Without prejudice to that determined elsewhere in this article, the distributable profit is freely at the disposal of the General Meeting for the payment of dividend, reservations or other such purposes within the company’s goal as determined by the General Meeting. 4. The General Meeting can determine, with the prior approval of the owners of shares of the type concerned, to not pay profit on those shares but to reserve that part of the profit and add it to the dividend reserve A or B respectively. Payment against dividend reserve A or B respectively can only be made to the owners of the type of shares concerned if the General Meeting determines as such after prior approval by a meeting of those owners. 5. Without prejudice to that determined elsewhere in this article, if the General Meeting decides to reserve profit or pay dividend on all shares regardless of the type, equal amounts of the profit will be reserved or paid as dividend. 6. The company can only make payments to shareholders and other parties that have a right to the payable profits insofar as the shareholder capital is larger than the paid and requested part of the capital increased by the reserves that must be applied in accordance with the law or statutes. The shares kept in the capital of the company are not included in the calculation of the appropriation of profit. 7. Appropriation of profit will occur after the determination and approval of the annual accounts which show that payment is permissible. 8. The General Meeting is authorised to determine payments on one or multiple interim dividends, with due regard to point seven. 9. Unless the General Meeting determines another date, dividends are payable immediately after settlement. 10. The right to claim for payment of dividend lapses after a period of five years.
Proposal for appropriation of profit Management proposes the General Meeting of Shareholders pay a dividend of 3 2.0 million over the year 2012. The result after tax over 2012 is included in the unappropriated profit item under shareholders’ equity.
Events after balance sheet date None
RAI HOLDING B.V. - Annual report 2012
Independent auditor’s report
40
To: the General Meeting, the Supervisory Board and the Management of RAI Holding B.V.
Report on the financial statements We have audited the accompanying financial statements 2012 of RAI Holding B.V., Amsterdam, which comprise the consolidated and company balance sheet as at 31 December 2012, the consolidated and company profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.
Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion with respect to the financial statements In our opinion, the financial statements give a true and fair view of the financial position of RAI Holding B.V. as at December 31, 2012 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code.
Amstelveen, 14 March 2013 BDO Audit & Assurance B.V. on its behalf,
J.H. Luijt RA
RAI HOLDING B.V. - Annual report 2012
Key Figures
41
Activities 2012 2011 2010 2009 2008 RAI International exhibitions and conferences 48 47 48 36 50 Visitors 392,034 306,382 291,146 197,575 308,529 National exhibitions and conferences 59 59 57 60 53 Visitors 763,622 1,057,815 773,728 1,015,544 752,298 Stage shows 119 83 85 159 89 Visitors 125,238 81,986 84,645 198,755 108,092 Other events 403 406 400 318 281 Visitors 151,943 140,375 235,700 421,867 211,495 TOTAL RAI 629 595 590 573 473 Visitors 1,432,837 1,586,558 1,385,219 1,833,741 1,380,414 Elsewhere in the Netherlands National exhibitions and conferences 4 8 10 7 9 Visitors 49,604 78,963 82,122 85,518 132,383 TOTAL Netherlands 633 603 600 580 482 Visitors 1,482,441 1,665,521 1,467,341 1,919,259 1,512,797 Outside of the Netherlands International exhibitions 6 7 5 5 4 Visitors 61,585 42,620 40,197 30,596 27,478 TOTAL RAI 639 610 605 585 486 Visitors 1,544,026 1,708,141 1,507,538 1,949,855 1,540,275
RAI HOLDING B.V. - Annual report 2012
Key Figures
42
Key figures RAI Complex 2012 2011 2010 2009 2008 International exhibitions 16 20 20 14 21 of which organised by the RAI 4 5 4 4 5 visitors 260,572 197,711 223,409 158,182 271,888 net m² stand space 242,941 222,928 240,681 170,349 291,816 exhibitors 8,495 8,835 8,519 6,335 10,168 National exhibitions 34 33 32 39 42 of which organised by the RAI 9 10 7 8 7 visitors 697,680 1,006,699 748,291 1,000,694 739,818 net m² stand space 246,434 301,514 227,367 227,854 236,009 exhibitors 7,869 7,618 7,169 6,331 7,278 Exhibitions 50 53 52 53 63 of which organised by the RAI 13 15 11 12 12 visitors 958,252 1,204,410 971,700 1,158,876 1,011,706 net m² stand space 489,375 524,442 468,048 398,203 527,825 exhibitors 16,364 16,453 15,688 12,666 17,446 of which from outside of the Netherlands 8,569 8,626 8,200 5,873 8,548 International conferences and symposiums 32 27 28 22 29 visitors 131,462 108,671 67,737 39,393 36,641 National conferences and symposiums 25 26 25 21 11 visitors 65,942 51,116 25,437 14,850 12,480 Conferences and symposiums 57 53 53 43 40 visitors 197,404 159,787 93,174 54,243 49,121 Stage shows 119 83 85 159 89 visitors 125,238 81,986 84,645 198,755 108,092 Other events 403 406 400 318 281 visitors 151,943 140,375 235,700 421,867 211,495 TOTAL NUMBER OF EVENTS 629 595 590 573 473 of which international 48 47 48 36 50 TOTAL NUMBER OF VISITORS 1,432,837 1,586,558 1,385,219 1,833,741 1,380,414
RAI HOLDING B.V. - Annual report 2012
Key Figures
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Events Event Number Visitors Exhibitors Net m² Bakkerij Dagen 10,131 178 7,181 Bedrijfsauto RAI 46,690 191 24,358 Building Holland 5,843 160 5,032 FietsVAK 7,439 133 7,602 HISWA Amsterdam Boat Show 40,893 282 17,063 Horecava 56,619 569 24,955 Huishoudbeurs 246,998 351 17,037 Negenmaandenbeurs 209 6,077 Intertraffic Amsterdam 25,947 810 28,325 ISSA/Interclean Amsterdam 28,001 670 28,598 METS 19,617 1,143 20,378 SuperYacht Pavilion at METS 170 2,410 Taxi Expo 1,907 55 2,264 RAI events in the RAI 13 490,085 4,921 191,280 Third party events in the RAI 616 942,752 11,443 298,095 Events in the RAI 629 1,432,837 16,364 489,375 BBB 10,936 152 5,253 Beleef 19,200 134 9,000 Business Experience 750 43 n/a Interclassics - Topmobiel 18,718 277 12,964 RAI events elsewhere in the Netherlands 4 49,604 606 27,217 Events in the Netherlands 633 1,482,441 16,970 516,592 WQA Aquatech USA 3,768 261 4,851 Aquatech China 30,042 830 16,290 FlowEx China 312 2,721 Aquatech India 9,824 133 4,015 Intertraffic China 7,084 130 2,149 WaterEx Beijing 10,867 226 3,852 RAI events outside the Netherlands 6 61,585 1,892 33,878 Events 639 1,544,026 18,862 550,470
RAI HOLDING B.V. - Annual report 2012
Requirements for members of the Supervisory board and member profiles
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Composition The composition of the Supervisory Board must in principle meet the following requirements: • A variety of ages • No more than two Board members should have retired from being active in industry, politics or the social sector • The Board should include at least two women and at least two men • Board members must have an affinity with corporate governance • Members must be willing to meet with Board Committees. In principle the Supervisory Board has six members. The maximum term per member is 12 years. The resignation procedure is published on the website rai.nl.
Profiles To fill the various positions in the Supervisory Board the following (ideal) profiles basically apply. It is more important that the various competencies are represented in the Board than that they are part of the profile of the member in question.
Chairman An administrator with a broad background and a long career, preferably in business, and extensive experience in political and social organisations. An extensive active network could help open doors for the RAI. Preferable is a CEO of a large company (quoted on the stock exchange).
Financial manager An administrator with a strong financial background, preferably a CFO from a large company with an active network. This Board member also chairs the Audit Committee.
Branch networker Has a large network and is focused on the functioning of professional trade associations. With the RAI Association as the largest shareholder, a branch networker with an in-depth knowledge of the RAI Association is preferable.
Council networker An experienced political networker with extensive knowledge of and experience with leaders and top officials of Amsterdam city council.
Commercial manager 1 Preferably a (commercial) business person or manager from the world of (new) media.
Commercial manager 2 Preferably a (commercial) business person or manager with a clear competency in the field of commercial strategic policymaking, a large network in the business world and international work experience.
RAI HOLDING B.V. - Annual report 2012
Personal details of the Board members J.H.J. (Jan) Mengelers (1953) Board member since 2010. According to procedure due to resign or be (re)appointed in 2014. Current position: Chairman of the Board of TNO. Supervisory Board membership: Chairman of the Supervisory Board of RAI Holding, Executive Board of Joanneum Research Forschungsgesellschaft mbH and member of the Executive Committee Point-One. Additional social functions: Chairman Executive Board EARTO, member of the Innovation Council (Dutch Ministry of Infrastructure and the Environment), Board member of SIA (Foundation Innovation Alliance), member of the Board of SKO (Knowledge Development Foundation for Universities of Applied Sciences), member of the Board of STT (Netherlands Study Centre for Technology Trends), member of the Board of De Maatschappij.
F.I.M. (Ferry) Houterman ((1949) Board member since 2004. According to procedure due to resign in 2016. Current position: management consultant. Supervisory Board membership: RAI Holding, Rabobank Amsterdam, Holland Casino, Hampshire Eden Hotel Group, Tahal/GTC (Kardan Group). Additional social functions: Supervisory Board ROC Amsterdam, Supervisory Board BNN Omroep, Supervisory Board CNV Publieke Zaak.
Mrs. S.J. (Shula) Rijxman (1959) Board member since April 2012. According to procedure due to resign or be (re)appointed in 2016. Current position: member of the Executive Board of Netherlands Public Broadcasting (NPO) Supervisory Board membership: RAI Holding. Additional social functions: member of the advisory council of LOF, Chairman of the Supervisory Board of Pink Ribbon, member of the Board of Women Inc, member of the Dutch Creative Council.
Mrs. Professor A.J.M. (Annemieke) Roobeek (1958) Board member since 2007. According to procedure due to resign or be (re)appointed in 2015. Current position: Professor Strategy and Transformation Management, Nyenrode Business University; Director/owner of MeetingMoreMinds and Open Dialogue. Supervisory Board membership: RAI Holding, KLM NV (Royal Dutch Airlines), ABN AMRO Bank, Abbott Health Care Products and DIGH (Dutch International Guarantees for Housing Foundations in developing countries and Eastern Europe). Additional social functions: Chairman of the Supervisory Board NCWT- Dutch Centre for Science and Technology, member of the advisory council of the Royal Dutch Hotel and Restaurant Association (KHN), founding member of the Board of VU Medical Centre Fund for promotion of special medical research, member of the ‘Raad van Eigenwijzen’ of
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CIP Governance, leading expert at Sirius, the OC&W programme for Excellence in Higher Education, Chairman of Refill, a coalition of 25 parties in the construction sector to resolve office building vacancy via multifunctionality in a sustainable and innovative way, treasurer of NexusLabs Foundation.
J.W.Th. (John) van der Steen (1954) Board member since 2011. According to procedure due to resign or be (re)appointed in 2015. Current position: Chairman Aon Global Accounts of Aon Risk Solutions, Chairman Aon Holdings Supervisory Board membership: RAI Holding and member of the advisory council of 3stone Real Estate. Additional social functions: member of Erasmus van Wees advisory council, Executive Search, Interim Management and Interim Professionals, member of Stichting Ondersteuning Bach Vereniging (Bach Association Support Foundation) and member of Lotgenoten Nederlands Blazers Ensemble.
J.R. (Hans) Vermeulen (1941) Board member since 2008. According to procedure due to resign or be (re)appointed in 2016. Previously active in his own business and Chairman of the RAI Association. Supervisory Board membership: RAI Holding. Additional social functions: Chairman Codde en Van Beresteijn Haarlem Foundation, member of the Board of the Gravinnehof Haarlem council, Supervisory Board member of Frans Loenenhofje Haarlem, Vice Chairman of the Supervisory Board of Kennemer Gasthuis hospital in Haarlem, member of the board of Elisabeth van Thüringen Foundation.
A.J. (Hans) Bakker (1951) General Director RAI Holding since 2002. Supervisory Board membership: Transavia Airlines (Chairman), Amsterdam public transport company GVB (Chairman), Institute of Travel B.V. Additional social functions: Supervisory Board member of the Netherlands Board of Tourism & Conventions (NBTC) Holland Marketing, Chairman Jumping Amsterdam Foundation, Vice Chairman of the general council of the Platform Sustainable Transport, member of the appeal committees of the Travel Refund Guarantee Fund (SGR) the Dutch Calamity Fund for Travellers (SCR), and the Guarantee Fund Foundation for Specialist Tour Operators (SGST), Board member of the Amsterdam Museum Foundation, and Board member of Amsterdam 2013.
RAI HOLDING B.V. - Annual report 2012
Personalia
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Supervisory Board J.H.J. Mengelers, Chairman F.I.M. Houterman Mrs. S. J. Rijxman Mrs. Professor A.J.M. Roobeek J.W.Th. Van der Steen J.R. Vermeulen
Board A.J. Bakker, General Director
Amsterdam RAI Exhibitions I Boersma, Director Exhibitions Th. Lingmont, Director International Exhibitions Mrs. M.H.W. Visser, Director Marketing and National Exhibitions
Amsterdam RAI Convention Centre J. van den Bosch, Director Production & Facilities M. van der Sluis, Director Commerce M.A. van Nierop, Director Operations
Finances L.J. Beyer, Financial Director
Legal affairs S.J.J. Hanrath, Assistant Director
MECC Maastricht R. van de Wiel, Director
Amsterdam RAI Works council E. Kayser, Chairman G.C. van Bemmel, acting Chairman Mrs. S.J. Hulscher-Dooper Mrs. J.C.A. Visser J.P. ten Kleij C.J.M. van Gastel Mrs. N. Boerrigter - van der Meulen MBA G.W.H.M. Rijnbeek > first half of 2012 Mrs. H. de Vries > as of October 2012 R. Stokvis J.J. Bom R.J. van Schooten Mrs. H.A.M. Schouten, Executive Secretary
RAI HOLDING B.V. - Annual report 2012
Addresses
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Amsterdam RAI Europaplein 1078 GZ Amsterdam P.O. Box 77777 1070 MS Amsterdam The Netherlands Tel. +31 (0)20 549 12 12 Fax +31 (0)20 646 44 69 Website: www.rai.nl
RAI Holding/Amsterdam RAI P.O. Box 77777 1070 MS Amsterdam Europaplein 1078 GZ Amsterdam The Netherlands Tel. +31 (0)20 549 12 12 Fax +31 (0)20 646 44 69 E-mail: mail@rai.nl Website: www.rai.nl
MECC Maastricht Maastrichts Exhibition & Congress Centre P.O. Box 1630 6201 BP Maastricht Forum 100 6229 GV Maastricht The Netherlands Tel. +31 (0)43 383 83 83 Fax +31 (0)43 383 83 00 E-mail: info@mecc.nl Website: www.mecc.nl
RAI HOLDING B.V. - Annual report 2012
Notes
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RAI HOLDING B.V. - Annual report 2012
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RAI HOLDING B.V. - Annual report 2012
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RAI HOLDING B.V. - Annual report 2012
Amsterdam RAI Europaplein 1078 GZ Amsterdam P.O. Box 77777 NL 1070 MS Amsterdam The Netherlands T: +31 (0) 20 549 12 12 F: +31 (0) 20 646 44 69 Website: www.rai.nl