General
Activities
The activities of Deloitte Holding B.V, with its registered office in Rotterdam, and the companies in its group consist mainly of Audit, Tax, Financial Advisory Services and Consulting, as well other forms of professional financial services. These activities are conducted by and for the account of the respective group companies of Deloitte Holding B.V. which acts as the holding company and does not itself conduct any activities in the field of professional financial services as referred to in the previous sentence.
International relationships
Deloitte Holding B.V. is a member firm of Deloitte Touche Tohmatsu Limited (DTTL), a UK private company limited by guarantee. Each member firm provides services in a particular geographic area and is subject to the laws and professional regulations of the particular country or countries in which it operates. DTTL does not itself provide services to clients. DTTL and each DTTL member firm are separate and distinct legal entities, which cannot obligate each other. DTTL and each DTTL member firm are liable only for their own acts or omissions and not those of each other. Each DTTL member firm is structured differently in accordance with national laws, regulations, customary practice, and other factors, and may secure the provision of professional services in its territory through subsidiaries, affiliates, and/or other entities.
Group relationships
Deloitte Holding B.V. is the ultimate parent of a group of legal entities. For a list of subsidiaries required by articles 2:379 and 2:414 of the Netherlands Civil Code reference is made to the notes to the company balance sheet.
Deloitte Holding B.V. has not issued any declarations of liability in accordance with article 2:403 of the Netherlands Civil Code for the sake of its group companies.
Shareholders’ structure
The shares in Deloitte Holding B.V. are held by shareholding companies owned by partners who have signed a so-called “Associate Agreement” with Deloitte Holding B.V. These shareholding companies are referred to as “shareholders” or partners.
In addition, Stichting Financiering Deloitte holds shares in Deloitte Holding B.V. acquired from former shareholders on a temporary basis. In the past, Stichting Financiering Deloitte has refrained from exercising the right to vote on shares it holds.
Under the Associate Agreement, each shareholding company has placed (the workforce of) each partner at the disposal of Deloitte Holding B.V. and its group companies in which the relevant professional activities for that partner are performed. An Associate Fee is payable that is equal to the consolidated profit of the company before this fee is charged. This fee is treated as an expense therefore resulting in a net profit amounting to nil.
Financing structure and Stichting Financiering Deloitte
In addition to the share capital, shareholders finance Deloitte Holding B.V. with subordinated loans. These loans are provided to Stichting Financiering Deloitte. Payments of associate fees by virtue of the associate agreement and other payments to shareholders also take place through Stichting Financiering Deloitte.
Stichting Financiering Deloitte has re-issued the brought-in loans and current accounts to Deloitte Holding B.V. These loans are subordinated too. Stichting Financiering Deloitte does not belong to the Deloitte Holding B.V. group and therefore is not included in these consolidated financial statements.
Stichting InterNos
Stichting InterNos is responsible for the settlement of goodwill rights and former goodwill rights. This foundation is partly financed by Stichting Financiering Deloitte, which has been authorized by the shareholders to withhold a proportion of the Associate Fee due to these shareholders to finance Stichting InterNos. Stichting InterNos does not belong to the Deloitte Holding B.V. group of companies and therefore is not included in these consolidated financial statements.
Basis of consolidation
The financial data of entities that form part of the group are included in the consolidated financial statements of Deloitte Holding B.V. The consolidated financial statements have been prepared using the accounting principles for valuation and for determining results of Deloitte Holding B.V.
The financial information relating to Deloitte Holding B.V. is presented in the consolidated financial statements. Accordingly, in accordance with article 2:402 of the Netherlands Civil Code, the company financial statements only contain an abridged profit and loss account.
The financial data of the group companies are included in full in the consolidated financial statements, eliminating intra-group relationships and transactions.
Newly acquired group companies are consolidated from the date of their acquisition. The assets, provisions and liabilities of these acquired group companies are valued at the fair value on that date. The goodwill paid is capitalised and amortised over the useful economic life. Results from participating interests that have been disposed are included in the consolidation until the date that control ceases.