1
EXPERT IN MULTIPLE TYPES OF CONSTRUCTION
CONSTI PLC ANNUAL REPORT
2 3
32
Contents
Consti in brief 4
CEO’s review 7
Business strategy 8
Board of Directors’ Report 14
Financial statements 27
Consolidated statement of comprehensive income 28
Consolidated balance sheet 29
Consolidated statement of changes in equity 30
Consolidated statement of cash ows 31
Notes to the consolidated nancial statements 32
Parent company 59
Income statement of the parent company (FAS) 60
Balance sheet of the parent company (FAS) 61
Cash ow statement of the parent company (FAS) 63
Notes to the nancial statements of the parent company (FAS) 64
Board of Directors’ dividend proposal 72
Signatures to the Financial Statements and Board of Directors’ Report 73
Auditor’s report 74
Auditor’s ESEF assurance report 76
Corporate governance 78
Board of Directors 83
Management Team 84
Key gures and information for shareholders 87
Key gures and calculation of key gures 88
Items affecting comparability 90
Information for investors and shareholders 92
Consti’s net impact prole 94
Photo: Pasi Salminen
Cover photo: Pasi Salminen
4 55
CONSTI PLC CONSTI IN BRIEF
4
Consti is one of Finland’s leading
companies focused on renovation
contracting and technical building
services.
Consti offers comprehensive renovation and building tech-
nology services and selected new construction services to
housing companies, corporations, investors and the pub-
lic sector. Our services also include service contracts and
maintenance. Our operations concentrate to Finland’s growth
areas.
Consti has four business areas:
• Housing Companies
• Corporations
• Public Sector
• Building Technology
The group’s parent company is Consti Plc. At the end of
2021, the business areas operated in subsidiaries completely
owned by the parent company: Consti Korjausrakentaminen
Oy, Consti Talotekniikka Oy and RA-Urakointi Oy. Business
areas are reported in one segment. In addition, Consti re-
ports net sales for each business area.
CONSTI PLC CONSTI IN BRIEF
Net sales
288.8
€ Million
Personnel
961
Earnings per share
0.47 €
NET SALES BY CUSTOMER GROUP
ADJUSTED OPERATING RESULT
(EUR million)
0
-2
2
4
6
8
11
10
12
2017 202020192018 2021
9.5 9.5
–2.1
–0.4
* Net cash ow from operating activities before nancial
and tax items less investments in intangible and tangible
assets
FREE CASH FLOW (EUR million)*
0
-2
-4
-6
-8
2
4
6
8
16
12
20
10
18
14
22
2017 20192018 2020 2021
–7.1
18.3
5.5
8.9
KEY FIGURES (EUR million) 2017 2018 2019 2020 2021
Net sales 300.2 315.8 314.8 274.6 288.8
EBITDA 1.7 -0.5 8.1 11.4 9.2
EBITDA margin, % 0.6% -0.1% 2.6% 4.2% 3.2%
Adjusted operating result -0.4 -2.1 5.4 9.5 9.5
Adjusted operating result
margin, % -0.1% -0.7% 1.7% 3.5% 3.3%
Operating result -0.4 -2.1 4.6 8.2 5.7
Operating result margin, % -0.1% -0.7% 1.5% 3.0% 2.0%
Prot/loss for the year -1.1 -2.3 2.7 5.7 3.7
Earnings per share,
undiluted (EUR) -0.14 -0.30 0.30 0.70 0.47
Dividend / share (EUR) – – 0.16 0.40 0.45*
Order backlog 225.7 225.1 185.8 177.9 218.6
Order intake 278.1 228.5 214.8 214.3 275.1
Free cash ow 8.9 -7.1 4.0 18.3 5.5
Cash conversion, % 521.4% – 48.9% 160.3% 59.3%
Net interest bearing debt 12.1 19.6 18.9 4.7 14.3
Equity ratio, % 28.6% 25.4% 29.8% 32.7% 29.8%
Gearing, % 47.7% 83.6% 64.4% 14.1% 44.7%
Return on investment, ROI % -0.7% -4.5% 8.9% 13.6% 9.2%
Number of persionnel at period end 1,079 1,046 990 927 961
70%
Helsinki &
Uusimaa
17%
Tampere &
Pirkanmaa
13%
Oulu, Lahti, Jyväskylä,
Hämeenlinna, Turku
and other areas
in Finland
201920182017 2020 2021
300
316
315
275
289
* Board of Directors proposal to the Annual General Meeting
5.4
4.0
2017
2021
2018
2019
36% 23%
33% 29%
17% 35%
20% 26%
17%
21%
15%
34%
24%
17%
32%
21%
2020
18% 31%33%18%
CONSTI IN BRIEF
LOCATIONS AND NET SALES
BY GEOGRAPHICAL AREA
Housing companies Corporations Real estate investors Public sector
NET SALES
(EUR million)
6 776
CEO’S REVIEW OF THE YEAR 2021
SOLID PERFORMANCE
CONTINUED
For Consti, the year 2021 was marked by our new
strategy. Simultaneously, our net sales grew ap-
proximately ve percent from the previous year and
amounted to 289 million euro. Our operating result
before items affecting comparability remained on lev-
el with the previous year.
The market environment for construction and tech-
nical building services remained adequate despite the
rapid rise in material costs.
Net sales grew in our Housing Companies,
Corporations, and Building Technology business are-
as. Our only business area with lower net sales than
last year was Public Sector, which typically has exten-
sive and long-lasting projects. The coronavirus pan-
demic did not have a signicant impact on demand
or our business.
Our strategy, announced in February 2021, focus-
es on utilising attractive growth opportunities in the
company’s existing businesses, expanding into new
construction, sustainability, and expanding the value
we create for customers.
During the summer we received two orders for new
construction in accordance with our strategy, and we
strengthened our position in the housing company mar-
ket with an acquisition.
In line with our sustainability themes, we have devel
-
oped services that enable us to better support our cus-
tomers’ environmental goals. We will also continue work
to ensure that we are able to monitor the energy and
water consumption of our work sites, and the recycling
of waste more closely than before. We are building new
partnership models and we are involved in several col-
laborative projects to develop services and operating
methods together with other actors in the eld.
Our operating result before items affecting compa-
rability remained on level with last year and was 9.5
million euro, or 3.3 percent of net sales. The reported
operating result was 5.7 million euro and 2.0 percent
of net sales, while the corresponding gures for the
previous year were 8.2 million euro and 3.0 percent.
Thanks to our strong order intake, our order back-
log at the end of the year was about 219 million euro,
which is approximately 23 percent higher than one
year ago.
Photo: Pasi Salminen
I see demand for renovation and building services
remaining at an adequate level also in 2022. The most
signicant uncertainties in our operating environment
are related to increases in construction costs and the
availability of materials.
Our good order intake for the nancial year, our
strengthened order backlog, and our increase in net
sales indicate that our customers have received our
strategy well. This provides a great basis for the pos-
itive development of our business in 2022 as well.
A warm thanks for the past year to our customers,
our staff, and all of our partners and owners.
Esa Korkeela
CEO
CONSTI PLC CEO’S REVIEW
Photo: Pasi Salminen
8 998
Consti’s market position is strong especially in the
Helsinki metropolitan area, Pirkanmaa, Turku and
Oulu. In 2021, the Helsinki metropolitan area ac-
counted for 70 percent of the Group’s net sales,
which is ve percentage points less than in the pre-
vious year. Operations were expanded during the year
to Jyväskylä. An acquisition strengthened Consti’s po-
sition in the housing company market as well as in
maintenance and special contracting.
Consti’s strategy for the period 2021–2023 is based
on utilising the full potential of Consti’s customer-ori-
ented organisational structure. The goal is to grow
protably. The strategy emphasises the utilisation of
attractive growth opportunities in the company’s cur-
rent business operations and expanding the value cre-
ated for customers.
As renovations often involve new construction,
expanding Consti’s offering to new construction will
increase the company’s competitiveness in projects
that require both renovation and new construction
capacity. In building technology installations, Consti
has been involved in new construction for a long time.
In 2021, the rst new construction projects in accord-
ance with the current strategy were started: two new
ofce buildings in Helsinki’s Ilmala, and a school build-
ing in Järvenpää. In addition to ofce space and public
buildings, new construction projects can include, for
example, industrial and warehouse space.
Expansion in the construction value chain also
means participating in project planning at the begin-
ning of the value chain and strengthening service and
Consti offers comprehensive renovation and building technology
services, as well as selected new construction services to housing
companies, corporations, investors, and the public sector in Finland’s
growth centres. Consti’s vision is to be “our customer’s number one
partner and expert in multiple types of construction”.
CONSTI PLC BUSINESS STRATEGY
AN EXPERT IN MULTIPLE
TYPES OF CONSTRUCTION
CONSTI PLC BUSINESS STRATEGY
maintenance services, especially in building technolo-
gy. In 2021, Service business provided by all Business
Areas accounted for 13 percent of the Group’s net
sales, compared to 16 percent the previous year. Value
chain thinking also includes the diversity of project
forms.
Consti’s goal is to have the industry’s most efcient
production and a steady level of performance in project
deliveries. In 2021, among other things, procurement
was developed, and an operating model was dened
for the partner network, which aims to develop operat-
ing methods together. The use of takt time production
was expanded, especially in apartment renovations.
Consti’s goal is to be the most desirable employer
in its eld. In 2021, in particular, harmonised prac-
tices were strengthened in line with the Consti Way
model and cooperation between educational institu-
tions was developed. HR operations also continued to
emphasise the demands on health safety caused by
the corona pandemic.
As a starting point for the next few years, Consti sees
the demand for renovations continuing to grow stead-
ily, while the importance of sustainable development
is increasing.
Consti’s Corporate Social Responsibility themes are
Environmental friendliness, Supply chain, Occupational
safety and well-being at work, and Customer satisfac-
tion. Corporate Social Responsibility themes are dis-
cussed in the Board of Directors’ Report on page 20.
Renovation needs are increased by:
• Urbanisation
• Population ageing
• Ageing building stock
• Growing need for exible and versatile space solutions
• Energy efciency and sustainability requirements
• Digital solutions and technologies bring opportunities
and also set new requirements to construction.
Group Strategy
People and management
Development of management, development
of staff competence, development, and
well-being at work, strengthening of
diversity and introduction of the Consti Way
model into daily work
• New online tool e.g., for work site orientation
• Denition and support material for HR processes and
standard training in the use of systems as part of Consti
Way’s harmonized practices
• Detailed corona operating instructions for work sites to
ensure health safety
• Diversity in new recruitments
Production efciency
The most efcient production in the
industry, and better protability, as well
as a steady level of performance in project
deliveries
• Development of procurement
• Launch of the Subcontractor Partnership Programme
• A new digital tool for project quality management
• Lean and takt time production in widespread use
Corporate social responsibility
and sustainable development
Environmental friendliness, occupational
safety and well-being at work, supply chain
and customer satisfaction.
• Development of sustainability tools and indicators, e.g.,
site waste monitoring, carbon footprint, occupational
safety, and customer satisfaction monitoring.
• Sustainability measures are described in more detail
in the Board of Directors’ Report on page 20 and in a
separate Sustainability Report, which will be published
during the second quarter of 2022.
Growth in current businesses
Controlled and protable growth in attractive
renovation and building technology segments
• Expansion to Jyväskylä, growth outside the Helsinki
metropolitan region
• Acquisition of RA-Urakointi, expansion into the row house
market and microbial repairs, strengthened facade repairs and
maintenance, and bathroom renovations of housing companies
Improving relative protability
Expanding the value created for customers
and actively managing the business
portfolio
• Strengthening project development and BIM expertise
• Strengthening the service business of building technology
New businesses
Comprehensive response to customer needs
by growing in attractive new construction
projects
• Strengthening the capabilities in new construction business
• Two new ofce buildings in Helsinki’s Ilmalanrinne,
commissioned by KOy Ilmalanrinne 1 with Sweco
as the contractee
• Järvenpää co-educational school
Utilising the full potential of the
customer-oriented organisational structure
Strategic goals 2021–2023 Implementing strategy in 2021
10 11
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VISION
Our customer’s number one
partner and expert in multiple
types of construction
CONSTI
GROUP STRATEGY
2021–2023
MISSION
Our mission is to improve the value of the
building stock, and the value of life. The satisfaction
of our customers and partners, as well as the well-being
of our personnel are the prerequisites to all our operations.
Growth in
current
businesses
New
businesses
Improving
production
efciency
People and
management
Improving relative protability
Corporate social
responsibility
and sustainable
development
* The cash conversion is the amount of free cash ow divided by EBITDA. Free cash ow means net cash ow from operating activities before nancial expenses and taxes,
less capital used for purchase of intangible assets and property, plant and equipment.
Long-term
nancial goals
Growth: net sales growing
faster than the market
>
5%
Protability:
EBIT-margin exceeding
>90%
Cash ow: Cash conversion
ratio exceeding*
<2,5x
Capital structure: Net debt
to adjusted EBITDA ratio
1110
CONSTI PLC BUSINESS STRATEGY CONSTI PLC BUSINESS STRATEGY
1312
CONSTI PLC FINANCIAL STATEMENTS
CONTENTS
Board of Directors’ Report 14
Financial statements 27
Consolidated statement of comprehensive income 28
Consolidated balance sheet 29
Consolidated statement of changes in equity 30
Consolidated statement of cash ows 31
Notes to the consolidated nancial statements 32
Parent company 59
Income statement of the parent company (FAS) 60
Balance sheet of the parent company (FAS) 61
Cash ow statement of the parent company (FAS) 63
Notes to the nancial statements of the parent company (FAS) 64
Board of Directors’ dividend proposal 72
Signatures to the Financial Statements and Board of Directors’ Report 73
Auditor’s report 74
Auditor’s ESEF assurance report 76
Corporate governance 78
Board of Directors 83
Management Team 84
Key gures and information for shareholders 87
Key gures and calculation of key gures 88
Items affecting comparability 90
Information for investors and shareholders 92
Consti’s net impact prole 94
FINANCIAL
STATEMENTS
The construction of two ofce buildings in Helsinki’s Ilmala is Consti’s rst new construction project in line
with its new strategy. The project started in August 2021, and it is scheduled for completion in early 2023.
The construction is carried out as a project management contract. New types of safety practices are being
piloted at the site, and special attention is being paid to, for example, trafc arrangements. The project was
commissioned by KOy Ilmalanrinne 1, and Sweco PM is responsible for its construction.
1312
Photo: Pasi Salminen
1514
BOARD OF DIRECTORS’ REPORT
Consti is one of Finland’s leading companies focused on renovation
contracting and technical building services. Consti offers comprehen-
sive renovation and building technology services and selected new
construction services to housing companies, corporations, investors
and the public sector in Finland’s growth centres.
Consti has four business areas: Housing Companies, Corporations,
Public Sector and Building Technology. All these also contain Ser-
vicing and maintenance services which is not reported as its own
business area. Consti however reports its Service operations’ sales
per nancial year. Consti’s Service business includes service con-
tracting as well as technical repair and maintenance services to con-
tract customers.
Business areas are reported in one segment. In addition, Consti
reports net sales for each business area.
The Group’s parent company is Consti Plc. The business areas
operate in subsidiaries completely owned by the parent company:
Consti Korjausrakentaminen Oy (Housing Companies, Corporations
and Public Sector), Consti Talotekniikka Oy (Building Technology)
and RA-Urakointi Oy, acquired in August 2021.
Consti Group’s 2021 net sales increased 5.1 percent and were
288.8 (274.6) million euro. Net sales grew in Housing Companies,
Corporations and Building Technology but decreased in Public Sec-
tor. The coronavirus pandemic (covid-19) as a whole did not have
a signicant impact on Consti’s business during the nancial year
2021. Operating result (EBIT) was 5.7 (8.2) million euro. Operat-
ing result from net sales was 2.0 (3.0) percent. Adjusted operating
result (EBIT) was 9.5 (9.5) million euro. Adjusted operating result
from net sales was 3.3 (3.5) percent. Items affecting comparabili-
ty in the reporting period and comparison periods relate to the arbi-
tral tribunal’s award regarding the construction project of Hotel St.
George received in June 2021, and the legal costs of the procedures.
Operating environment
Professional renovations have increased almost continuously in Fin-
land for the past 20 years. Growth has been relatively steady, as reno-
vations are more need-driven and less cyclical than new construction.
In addition to the age of the building stock, the need for renovations
is increased especially by climate change and energy efciency re-
quirements, as well as urbanisation and changes in working methods.
In 2021 the renovation market grew an estimated 1–1.5 percent.
At the same time, it is estimated that the new construction market
grew as much as 7.8 percent and that the entire building construc-
tion market grew about 4.7 percent. The corona pandemic did not
have a signicant impact on construction in 2021. The renovation
market in Finland is very fragmented and there are numerous small
companies working in the sector.
The value of professional renovations was approximately 14 billion
euro in 2021, of which residential buildings accounted for about 8.1
billion euro. The majority of renovations are conducted in apartment
buildings and terraced houses.
Renovations have made up approximately half of all housing con-
struction projects in recent years. In 2021 the share was about 45
percent. Forecon’s market analysis estimates that the number of ren-
ovations tripled in Finland between 1980–2020. Although the growth
rate of renovations is expected to slow down somewhat, it is esti-
mated that renovations have better growth prospects than new con-
struction, when looking at the 2020s as a whole. New construction
growth has been driven by residential building, and also numerous
public service construction projects, especially schools and hospitals.
Despite the growth in new school construction, public construction
is expected to slow down in the next few years, and this will have a
signicant impact on the volume of construction.
In Finland renovations are driven primarily by the age of the build-
ing stock. Housing construction peaked in the 1970s and building
technology, facades and structures from that era now require sub-
stantial renovations. Thus far, the greatest number of renovations
have been conducted on housing companies built in the 1960s and
renovations have focused on building technology. Building technol-
ogy has been the fastest growing renovation type. Forecon estimates
that building technology renovations increased about 4–5 percent
annually in the 2020s, while the number of renovations as a whole
has grown approximately 1–2 percent per year. Building technolo-
gy has accounted for about half of all housing company renovations
in recent years, and about 40 percent of all the renovations of the
building stock. Exterior surfaces and structures have been the sec-
ond largest renovation type, making up nearly 40 percent of all ren-
ovations. Facade renovations have had to be postponed in many
housing companies for nancial reasons, to make way for pipeline
CONSTI PLC BOARD OF DIRECTORS’ REPORT CONSTI PLC BOARD OF DIRECTORS’ REPORT
renovations. Consequently, housing company renovations will focus
more strongly on facade renovations in upcoming years. In addition,
strong weather uctuations and wind driven rain brought forth by
climate change put facades under greater duress than before and
add to maintenance needs. Approximately one fth of all renovation
projects are maintenance and repair projects.
The demand for renovations in Finland is also driven by the grow-
ing need for commercial and ofce building renovations. Commercial
and ofce building construction was especially rapid in Finland in
the 1980s and also in the early 1990s and 2000s. Buildings from
this time period do not often meet current needs. For example, the
increase in remote work and e-commerce have set new challenges
for the efcient use of these premises.
Renovation needs are also increased by many phenomena classi-
ed as megatrends such as population aging, urbanisation, and cli-
mate change. Climate change mitigation necessitates better energy
efciency in buildings, which increases the need to renovate both
residential buildings and commercial and ofce premises.
Renovations are expected to increase in 2022 by about 1.3–2.0
percent. The Confederation of Finnish Construction Industries RT
and the construction trends group led by the Ministry of Finance es-
timate that the growth will be about 2.0 percent and Euroconstruct
forecasts a growth of 1.3 percent. Renovations are expected to in-
crease in both residential buildings and ofce premises. The growth
forecasts for the entire construction industry for 2022 vary between
2.0 and 2.5 percent.
General risks to growth include increased construction costs and
the availability of both personnel and materials. The shortage of
skilled personnel particularly affects growth centres, where both
new construction and renovations are increasingly concentrating.
Long term goals
Consti’s mission is to improve the value of the building stock and
people’s quality of life. Consti’s vision is to be ”Our customer’s num-
ber one partner and expert in multiple types of construction”. To
achieve its vision and goals, Consti has dened strategic focus ar-
eas, which are: growth in current businesses, new businesses, im-
proving relative protability, improving production efciency, peo-
ple and management and corporate social responsibility and sus-
tainable development.
The company’s long-term nancial goals are to achieve:
• Growth: net sales growing faster than the market
• Protability: EBIT margin exceeding 5 percent
• Free cash ow: Cash conversion ratio exceeding 90 percent
• Balance sheet structure: Net debt to adjusted EBITDA ratio of
less than 2.5x
• The Company’s aim is to distribute as dividends at least
50 percent of the Company’s annual net prot.
Sales, result and order backlog
Consti Group’s 2021 net sales were 288.8 (274.6) million euro.
Net sales increased 5.1 percent. Housing Companies net sales were
90.0 (86.1), Corporations net sales were 101.0 (90.6), Public Sector
net sales were 37.7 (41.4) and Building Technology net sales were
72.9 (69.3) million euro. These gures include Service Business’s
net sales amounting to 37.8 (42.7) million euro.
Net sales grew in Housing Companies, Corporations and Building
Technology but decreased in Public Sector. Net sales in Corporations
business area grew in Greater Helsinki area as well as in other are-
as. Net sales in Housing Companies business area increased mainly
as a result of the acquisition of RA-Urakointi Oy that was complet-
ed in August 2021. The net sales of Building Technology business
area increased in building technology installations business but de-
creased in service business.
Finland’s building stock according to building year (million m
2
)
0
10
20
30
40
50
60
70
80
90
100 Non-residential
Residential
Source: Statistics Finland, May 2021
-1920
12
20
8
1920–
1939
13
20
6
1940–
1959
37
52
16
1960–
1969
33
52
19
1970–
1979
54
83
29
1980–
1989
54
90
36
2000–
2009
38
66
28
1990–
1999
36
59
23
2010–
2019
34
57
22
Other
0
1
1
2020–
3
5
2
Source: Euroconstruct, November 2021
The market growth of new construction and renovation in Finland (€ billion)
–0.9% Average annual growth 2008–2021
1.2% Average annual growth 2008–2021
–4.3% Average annual growth estimate 2021–2024
1.4% Average annual growth estimate 2021–2024
30
25
20
15
10
5
0
2008 2009 2010 2011 2012 2013 2014 2015 20172016 2018 2019 2020 2021 2022 2023 2024
€13.9 billion
€15.8 billion
Renovation New building
2.4%
2.0%
1.8%
1.3%
0.7%
3.6%
1.3%
–1.3%
1.4%
2.2%
0.1%
2.7%
1.1%
0.5%
1.6%
–1.0%
–24.4%
13.6%
14.1%
–9.5%
3.9%
–7.8%
–0.8%
–7.6%
6.7%
6.5%
–9.7%
-1.1%
2.6%
–4.0%
7.8%
–7.5%
Consti Group’s 2021 operating result (EBIT) was 5.7 (8.2) mil-
lion euro. Operating result from net sales was 2.0 (3.0) percent. Ad-
justed operating result (EBIT) was 9.5 (9.5) million euro. Adjusted
operating result from net sales was 3.3 (3.5) percent. Earnings per
share was EUR 0.47 (0.70). Operationally year 2021 advanced as
expected and projects largely progressed as planned. Items affect-
ing comparability in the reporting period and comparison periods re-
late to the arbitral tribunal’s award regarding the construction pro-
ject of Hotel St. George received in June 2021, and the legal costs
of the procedures.
EBITDA, EBIT AND ADJUSTED EBIT (EUR million)
EBITDA
2019 2020 2021
8.1
11.4
9.2
EBIT
2019 2020 2021
4.6
8.2
5.7
ADJUSTED EBIT
2019 2020 2021
5.4
9.5
9.5
Net sales (EUR million)
2019 2020 2021
110.4
86.1
119.1
90.6
33.9
41.4
69.7
69.3
314.8 274.6
90.0
101.0
37.7
72.9
288.8
Housing
Companies
Corporations Public
Sector
Building
Technology
16
CONSTI PLC BOARD OF DIRECTORS’ REPORT
17
CONSTI PLC BOARD OF DIRECTORS’ REPORT
The order intake value during 2021 grew 28.4 percent compared
to the previous nancial year and was 275.1 (214.3) million euro.
Investments
Investments into tangible and intangible assets in 2021 were 1.4
(1.2) million euro, which is 0.5 (0.4) percent of net sales. The larg-
est investments were made into property, plant and equipment, which
primarily include machinery and equipment purchases. Investments
into right-of-use assets (IFRS 16) in 2021 were EUR 4.9 (0.9) mil-
lion. The majority of investments into right-of-use assets during the
reporting period were related to new headquarters in Helsinki.
In 2021 investments related to business combinations were 1.7
(0.0) million euro. Consti signed a deal of the purchase of the en-
tire share base of RA-Urakointi Oy in August 2021. RA-Urakoin-
ti Oy specialises in facade renovations and interior renovations of
apartment and row housing companies. RA-Urakointi Oy had a turn-
over of approximately EUR 8.4 million in 2020. The employees of
RA-Urakointi Oy, 30 people, transferred to work for Consti. Consti’s
strategic goal has been to meet the increased demand in the hous-
ing company market. The acquisition will strengthen Consti’s exper-
tise, especially in special contracting and in meeting the renovation
needs of row houses.
Cash ow and nancial position
The operating cash ow before nancing items and taxes in 2021
was EUR 6.9 (19.5) million. Free cash ow, was EUR 5.5 (18.3)
million. The cash ow ratio was 59.3 (160.3) percent. The cash ow
in 2021 was affected by tied up working capital during the report-
ing period. Working capital was tied up as the nancial position of
project portfolio changed during the reporting period as a few large
comprehensive renovation projects progressed towards the nal set-
tlement phase.
Consti Group’s cash and cash equivalents on 31 December 2021
were EUR 18.1 (24.3) million. In addition, the company has undrawn
revolving credit facilities and unused credit limits amounting to 8.0
(8.0) million euro in total. The Group’s interest bearing debts were
32.3 (29.0) million euro. External loans are subject to two nan
-
cial covenants based on the ratio of the Group’s net debt to adjusted
EBITDA and gearing. On the balance sheet date, the interest bear-
ing net debt was 14.3 (4.7) million euro and the gearing ratio 44.7
(14.1) percent. At the balance sheet date, the Group’s interest-bear-
ing net debt to adjusted EBITDA ratio was under the covenant’s max-
imum level according to the conrmed calculation principles.
Consti Plc redeemed in March 2021 the EUR 3.2 million hybrid
bond issued in March 2019 in accordance with its terms and con-
ditions. The interest paid on the hybrid bond in March 2021, EUR
0.4 million in total, was in part paid to persons in managerial posi-
tions in the company. The interest on the hybrid bond is recognised
as deduction from Group’s equity.
The balance sheet total on 31 December 2021 was 119.0 (128.6)
million euro. At the end of the reporting period tangible assets in the
balance sheet were 8.6 (5.1) million euro. The amount of tangible
assets increased as a result of the recording of the right-of-use as-
sets (IFRS 16) related to new headquarters in Helsinki. Equity ratio
was 29.8 (32.7) percent.
Within the framework of the EUR 50 million domestic commer-
cial paper program initiated in October 2019, Consti may issue
commercial papers with maturity of under one year. During 2021,
Consti issued new commercial papers with maturity of under one
year amounting to EUR 18.0 million. During the same period, ma-
tured total of EUR 17.0 million earlier issued commercial papers.
Consti renanced its long-term loan in June 2021. The old loans,
amounting to 17.5 million euro in total, were paid in full and new
loans were taken amounting to 18.0 million euro. Renancing the
loans extended the maturity by at least three years. In addition, the
new loan agreement includes an extension option to extend the ma-
turity of the loan by a maximum of two years. As in the previous loan
agreement, the new loan agreement also includes a limit of 5 mil-
lion euro for short-term nancing needs.
Research and development work
Research and development activities at Consti consist of the strate-
gic development of new businesses, services and methods and the
continuous improvement of existing business operations.
In 2021, business development focused on measures to improve
efciency, strengthening project development expertise, and the sus-
tainability themes which were updated at the end of 2020. During
the year, processes were dened for more comprehensive monitoring
of site waste, customer satisfaction monitoring was intensied, and
the use of carbon footprint calculators was piloted. Environmental
friendliness was also taken into account especially in the develop-
ment of services provided to housing companies.
Efciency of operations has been improved at Consti with Lean
methods, for example by expanding the use of takt time production
and developing procurement activities and uniform operating meth-
ods in particular. New tools were introduced for documenting the
quality and safety of construction sites, orientation, and training, as
well as for information modelling.
A Subcontractor Partnership Model was also dened during the
year. The aim of the model is to ensure subcontractors who have
proven their reliability and commitment to common goals with
Consti, and with whom policies and services can be developed in a
mutually benecial manner.
Joint projects in the eld highlighted collaboration models and
Lean methods. Integrated project deliveries, such as alliance models
and co-operation contracts, aim at improving the operating culture
of construction and managing risks related to demanding renovation
projects. In 2021 collaboration models were used in for example the
new construction of Järvenpää School’s school and sports premises
and the expansion and renewal alliance project at Helsinki-Vantaa
Terminal 2. Consti is also involved in the three-year RAIN2 project,
which promotes cooperation in the construction sector, and in the
project “Quartz exposure and its management in construction”, led
by the Finnish Institute of Occupational Health.
Personnel
At the end of 2021 Consti employed a total of 961 (927) employ-
ees. The average employee count during 2021 was 969 (971 during
2020 and 1,037 during 2019). At the end of the reporting period
357 (320) employees worked in Housing Companies, 216 (222) in
Corporations, 49 (47) in Public Sector and 325 (328) in the Build-
ing Technology business area. The parent company employed 14
(10) people. Personnel expenses for nancial year 2021 amounted
to EUR 59.8 (58.1) million.
ORDER INTAKE (EUR million)
2019 2020 2021
214.8 214.3
ORDER BACKLOG (EUR million)
31 DEC 2019 31 DEC 2020 31 DEC 2021
185.8
177.9
218.6
275.1
FREE CASH FLOW (EUR million)
2019 2020 2021
4.0
18.3
5.5
GEARING (%)
2019 2020 2021
64.4
14.1
44.7
NET INTEREST-BEARING
DEBT (EUR million)
2019 2020 2021
18.9
4.7
14.3
During 2021, Consti had approximately 800 ongoing projects. Pro-
jects for the Corporations business area made up one third of the
net sales, while approximately 30 percent came from the Housing
Companies business area, one fourth from the Building Technology
business area, and about 12 percent from the Public Sector busi-
ness area.
Signicant projects nished during the year for corporations and
investors include the renovation of Real Estate Company Uuden-
maankatu 16–20’s ofce building in Helsinki, which was conducted
as an alliance project and nished during the summer, as well as the
renovation and extension of Solo Sokos Hotel Lahti’s Seurahuone,
completed in early spring 2021. ASO projects nished for housing
companies in 2021 include Otavatie 3, Minkkitie 10 and Keilaku-
ja 2, all located in Vantaa. In November the construction project of
Tampere Casino was nished for Veikkaus.
The most signicant housing company renovation project in 2021
was phase 2 of the renovation of Pelimannintie 15, owned by Hel-
sinki City Housing Company. Housing company renovations during
the year also included the HVAC renovation of Asunto Oy Jyväskylän
Haavikatu 2-4, the pipeline renovation of Asunto Oy Kivipadontie 6
in Helsinki, which was conducted as a turnkey contract, as well as
the facade and roof renovation of Asunto Oy Eura in Helsinki.
Signicant public sector projects during the year included the Myl-
lymatkantie and Susitie projects nished for the City of Helsinki. The
rst was a large service facility in Myllypuro and the latter the ren-
ovation of several residential buildings from the 1950s, which had
building protection requirements.
The Building Technology business area’s projects during the year
included for instance the HVAC and sprinkler project conducted as
an alliance project for the expansion of Helsinki-Vantaa Airport’s Ter-
minal 2, the building technology work for Uudenmaankatu 16-20’s
renovation’s alliance project, and the electricity and ventilation pro-
ject at Tampere Lapland Hotels Arena, which included about 200
rooms. In addition, Consti Building Technology carried out the HVAC
work at Urhea Sports Hall in Helsinki, and Kangasala City’s Ruutana
community centre as a turnkey subcontract for Peab Oy, as well as
the ventilation renovation of Åby Koroppa’s storage, logistics and
workshop facilities in Vantaa.
New projects that Consti started in 2021 include, for example, the
renovation of the West Uusimaa main police station (Corporations
and Building Technology) and the third phase of the renovation of
Pelimannintie 15, owned by Helsinki City (Housing Companies). In
addition, Consti’s Public Sector business area started its rst new
construction projects during the year, in accordance with the new
strategy. Two new ofce buildings targeting a Gold level LEED clas-
sication are being built in Helsinki Ilmalanrinne, and in Järvenpää
a new school and sports facility is being built for Järvenpää City.
The order backlog at the end of the reporting period grew 22.9
percent compared to the end of the previous nancial year and was
218.6 (177.9) million euro.
Of the personnel employed at the end of the year, 3 (3) percent
worked with xed-term employment contracts. At the end of the
year Consti employed 403 (392) white collar workers and 558 (535)
workers.
At the end of the year 88 (89) percent of Consti employees were
male. 12 (11) percent of the staff were female, which is slightly
above the Finnish industry average.
As in the previous year, 2021 was marked by the coronavirus pan-
demic and the monitoring and sustaining of related measures to en-
sure the continuity of the work sites’ operations. The introduction
of electronic communication channels – a decision taken to imple-
ment the Consti Way – was successfully carried out despite the ex-
ceptional circumstances, and Consti was able to offer all employees
access to electronic daily communication and, following the changes,
the company’s intranet could be opened to everyone. In order to ex-
pand common practices, almost all employees were also transferred
to electronic working time recording. The year was also marked by a
strong investment in safety awareness and the promotion of related
operating models, despite the exceptional circumstances.
2020:
(42% | 58%)
58%42%
White-collar
Blue-collar
2020:
(3% | 97%)
97%3%
Fixed-term
Permanent
Female
Male
2020:
(11% | 89%)
12% 88%
328356
10
9
47
42
222
237
320
346
NUMBER OF PERSONNEL (at period end)
2019 2020 2021
990 927
325
14
49
216
357
961
Parent Company
Housing Companies
Corporations
Public Sector
Building Technology
Consti Group
18
CONSTI PLC BOARD OF DIRECTORS’ REPORT
19
CONSTI PLC BOARD OF DIRECTORS’ REPORT
Management Team
Consti Plc’s Management Team at the end of the reporting period con-
sisted of CEO Esa Korkeela and the following persons: Joni Sorsanen,
CFO; Risto Kivi, Business Area Director Housing Companies; Jukka
Mäkinen, Business Area Director Corporations; Jukka Kylliö, Busi-
ness Area Director Public Sector; Heikki Pesu, Business Area Director
Building Technology; Markku Kalevo, Bid and Sales Director Hous-
ing Companies; Pirkka Lähteinen, Regional Director Corporations;
Heikki Untamala, Chief Legal Ofcer and Turo Turja, HR Director.
The Annual General Meeting 2021
and Board authorisation
The Annual General Meeting of Shareholders of Consti Plc held on
7 April 2021 adopted the Financial Statements and discharged the
Members of the Board of Directors and the CEO from liability for the
nancial year 1 January–31 December 2020. The Annual General
Meeting resolved that a dividend of 0.40 euro per share for the nan-
cial year 2020 is paid. The record date for dividend payment was 9
April 2021 and the dividend was paid on 16 April 2021.
The Annual General Meeting resolved that the Board of Directors
consists of six members. The current members of the Board of Di-
rectors, Tapio Hakakari, Erkki Norvio, Petri Rignell, Pekka Salokan-
gas, Anne Westersund and Johan Westermarck were re-elected as
members to the Board of Directors for the following term of ofce.
Authorised Public Accounting rm Ernst & Young Ltd was elected
as the Auditor of the Company and Toni Halonen, Authorised Public
Accountant, will act as the Responsible Auditor.
It was resolved that the annual remuneration of the members of
the Board of Directors is paid as follows: The Chairman of the Board
of Directors is paid EUR 36,000 and members of the Board of Di-
rectors are each paid EUR 24,000. It was also resolved that a EUR
500 fee per member per meeting is paid for Board meetings. It was
resolved that the remuneration for the Auditor shall be paid accord-
ing to the Auditor’s reasonable invoice.
The Board of Directors was authorised to decide on the acquisi-
tion of a maximum of 580,000 own shares in one or more tranch-
es by using the unrestricted equity of the Company. The proposed
number of shares corresponds to approximately seven (7) per cent of
the aggregate number of shares in the Company on the date of the
notice to the General Meeting. The own shares can be acquired at a
price formed in public trading on the acquisition date or at a price
otherwise formed on the market. In the acquisition, derivatives, in-
ter alia, can be used. The acquisition of own shares may be made
otherwise than in proportion to the share ownership of the share-
holders (directed acquisition). Own shares acquired by the Compa-
ny may be held by it, cancelled or transferred. The authorisation in-
cludes the right of the Board of Directors to resolve on how the own
shares are acquired as well as to decide on other matters related to
the acquisition of own shares.
The Board of Directors was authorised to resolve on the share is-
sue and the issuance of special rights entitling to shares as referred
to in Chapter 10 Section 1 of the Companies Act in one or sever-
al tranches, either against payment or without payment. The aggre-
gate amount of shares to be issued, including the shares to be re-
ceived based on special rights, shall not exceed 780,000 shares.
The Board of the Directors may resolve to issue either new shares
or to transfer treasury shares potentially held by the Company. The
Board of Directors is authorized to decide on all other matters relat-
ed to the issuance of shares and special rights, including on a de-
viation from the shareholders’ pre-emptive rights. The authorization
is used, for example, to carry out the Company’s share-based incen-
tive plan or for other purposes resolved by the Board of Directors.
The Board of Directors exercised its authorisation and decided on
the transfer of 49,292 own shares (CONSTI) related to the acquisi-
tion of RA-Urakointi Oy.
These authorizations replace previous authorizations of the Board
of Directors and they shall be valid until the closing of the next An-
nual General Meeting, however, no longer than until 30 June 2022.
Corporate Governance and Auditors
Consti Plc’s Board of Directors on 31 December 2021 included
Tapio Hakakari (Chairman), Erkki Norvio (Deputy Chairman of the
Board), Petri Rignell, Pekka Salokangas, Anne Westersund and Jo-
han Westermarck. The Board of Directors elected by the Annual Gen-
eral Meeting of Shareholders of Consti Plc on 7 April 2021, held its
organising meeting and elected Tapio Hakakari as the Chairman of
the Board and Erkki Norvio as the Deputy Chairman of the Board.
The Board of Directors appointed Petri Rignell, Erkki Norvio, Tap-
io Hakakari and Pekka Salokangas as members of the Nomination
and Compensation Committee. The Board of Directors has not es-
tablished other committees.
Esa Korkeela has acted as CEO of Consti Plc during the nancial
year 1 January–31 December 2021.
On 31 December 2021, the Board members and CEO owned per-
sonally or through a holding company a total of 668,600 Consti
Plc’s shares, which amounts to 8.51 percent of the Company’s en-
tire share base and votes.
Authorised Public Accounting rm Ernst & Young Ltd has acted
as the Auditor of the Company with Toni Halonen, Authorised Pub-
lic Accountant as the Principal Auditor.
Consti complies with regulations of The Finnish Corporate Gov-
ernance Code. In insider issues Consti complies with EU Regulation
on Market Abuse ((EU) 596/2014, “MAR”) and 2- and 3-tier regu-
lation supplementing it, the Finnish Securities Markets Act, the in-
sider guidelines of Nasdaq Helsinki Ltd as well as guidance issued
by authorities. Consti Plc’s Board of Director’s report on the Compa-
ny’s corporate governance from 2021 and the remuneration report
from 2021 are on Consti Plc’s website www.consti. > Investors >
Corporate governance.
Information on the distribution of holdings and signicant hold-
ings, as well as the calculation formulas for the key gures, can be
found in the key gures and information for shareholders section of
the Annual Report.
Shares and share capital
Consti Plc’s share capital on 31 December 2021 was 80,000 euro
and the number of shares 7,858,267. Consti Plc held 123,739 of
these shares. The Company has a single series of shares, and each
share entitles its holder to one vote at the General Meeting of the
company and to an equal dividend. Consti Plc’s shares are added
into the Book-Entry Securities System.
Share based bonus schemes
Consti Plc’s Board decided on 2 March 2021 to continue the key
employee share-based incentive plan launched in 2016. The plan
offers the key employees that belong to the target group of the plan
an opportunity to earn the Company’s shares as reward by convert-
ing half or all of their performance-based bonuses to be earned on
the basis of the Company’s bonus scheme in 2021 into shares. Be-
fore the reward payment, the performance-based bonuses that have
been converted into shares will be multiplied by a reward multiplier
determined by the Board. The potential reward from the performance
period 2021 will be paid to participants partly in shares and partly
in cash after a two-year vesting period in 2024. During the perfor-
mance period 2021, a maximum of approximately 70 key employees
will belong to the target group of the plan, including the members of
the Management Team. The rewards to be paid for the performance
period 2021 will amount up to a maximum total of approximately
230,000 Consti Plc shares at the prevailing share price level, in-
cluding also the cash portion, providing that all of the key employ-
ees that belong to the target group of the plan decide to participate
and convert their performance-based bonuses entirely into shares.
The Board of Directors of Consti Plc decided on 17 June 2020 to
launch a key employee stock option plan. More detailed information
on the stock option plan 2020 and on the share-based incentive plan
is presented in note 28 of the consolidated nancial statements.
Trade at Nasdaq Helsinki
Consti Plc has been listed in the Helsinki Stock Exchange main
list since 15 December 2015. The trade symbol is CONSTI. On the
Nordic list Consti Plc is classied a small cap company within the
Industrials sector. During 1 January – 31 December 2021 Consti
Plc’s lowest share price was EUR 9.30 (6.00) and the highest EUR
14.10 (10.50). The share’s trade volume weighted average price was
EUR 12.23 (8.04). At the close of the stock day on the last trad-
ing day of the reporting period 30 December 2021 the share value
was EUR 12.10 (10.05) and the Company’s market value was EUR
95.1 (79.0) million.
Related-party transaction
In addition to the transactions mentioned earlier in Cash ow and
nancial position chapter, there were no signicant related-party
transactions during 2021.
Near-term risks and uncertainties
Consti divides risks to the Company’s business into strategic and op-
erative risks, as well as nancing risks and risks of injury or damage.
Consti’s Board of Directors duty is to conrm the Company’s risk
management principles and evaluate the adequacy and appropriate-
ness of risk management.
Strategic risks
Risks pertain to dening and carrying out strategy. The main goal
of Consti’s strategy is to utilise the full potential of its customer fo-
cused organisation structure. Consti aspires to achieve controlled
and protable growth in attractive renovation and building technol-
ogy segments. In order to answer more comprehensively to customer
needs the company will also offer selected new construction servic-
es. Consti’s strategy includes both organic growth and acquisitions.
Risks related to acquisitions are managed with careful preparation
of deals and the monitoring of integration.
Renovation, which Consti is focused on is less vulnerable to eco-
nomic changes than other areas of the construction industry. The
aim is to control market risks by actively following the market and
adjusting operations as need be.
Consti aims to ensure that its services are rst rate in quality and
that it fulls all regulatory requirements set for the company and its
business. Consti strives to ward off black market activity in all of its
actions. Consti uses a great deal of its own employees in its opera-
tions, which makes it easier to ensure all laws and regulations are
adhered to. The Act on Contractor’s Obligations and Liability when
Work is Contracted Out is followed to ensure the lawful actions of
all subcontractors. Consti’s actions to decrease environmental risks
and avert black market are explained in more detail in the Compa-
ny’s “Corporate Social Responsibility Report”.
All Consti Group’s business areas have the Construction Quality As-
sociation’s (Rakentamisen Laatu ry) RALA Certicate of Competence.
Operational risks
Operative risks relate to clients and project operations, personnel,
subcontractors, suppliers, legislation and legal claims. In addition
the coronavirus pandemic causes uncertainty to Consti’s operating
environment. The risks arising from coronavirus pandemic are de-
scribed later in Outlook for 2022 -section.
Consti’s success depends to a large extent on how well it is able
to acquire, motivate and retain professional personnel and uphold
its employees’ competence. The aim is to minimise personnel turn-
over risk with e.g. continuous training and by supporting voluntary
training. To maintain working ability Consti offers its personnel a
much broader health care scheme than what is required by law. The
Group has a bonus scheme that includes all permanent white collar
staff. Personnel risks also include possible human errors and miscon-
ducts. These risks are managed with careful recruiting, job initiation,
work supervision and with ethical guidelines created for supervisors.
According to the Act on Contractor’s Obligations and Liability,
Consti ensures that subcontractors abide to their legal obligations.
Consti uses subcontractors especially for tasks requiring specic
competence in demanding work stages and as project based work-
ers to level out seasonal demand variation. Subcontractor risks are
managed with carefully crafted contracts and long term partnerships.
Supplier risks are managed with meticulously formulated contracts
and regular assessments of the suppliers’ nancial position.
The Company has a wide customer base that consists of housing
companies, municipalities and other public-sector operators, real
estate investors as well as corporations and industrial players. The
broad customer base decreases risks related to individual projects
and the market environment.
A substantial part of Consti’s business comes from tendered pro-
jects and services. The Company and its business areas have pro-
cedures that determine which tenders the Company participates in
and what the decision-making processes regarding these projects
are. Consti has jointly agreed upon procedures for internal tender
calculation, authorisation for decision making, and project manage-
ment and monitoring.
Changes in construction, environmental protection, workforce and
work safety legislation as well as taxation and nancial reporting all
have an impact on Consti’s operating possibilities. The Company fol-
lows and assesses changes in legislation and regulations set by au-
thorities. Litigation risks are managed with careful contract formu-
lation, project planning and monitoring, as well as with the highest
possible work quality, and liability insurance. The Group has ongoing
and pending legal cases relating to normal business. It is difcult to
predict the outcome of these proceedings, but provisions based on
the best possible estimate have been recorded in those cases where
such provisions are estimated necessary.
Risks relating to injuries or damage
Work safety issues are a central part of Consti’s job initiation policy.
At worksites safety management starts with a site-specic risk anal-
ysis. Actions are depicted both in a separate safety plan and also
as a part of the plans made for production and work phases. Sepa-
rate plans are made for critical work phases as need be. A general
safety overview is conducted each week at worksites in safety meas-
urements, where any found deciencies are immediately corrected.
The most substantial environmental risks come from the possibil-
ity of environmentally harmful substances which can be produced
for example when processing deconstruction waste, or caused by
neglects in end-storage, in addition to which operations can cause
noise, construction dust and tremor to nearby surroundings. Consti
formulates required environmental plans for worksites, which iden-
tify and attempt to control all environmental risks on-site or prepare
for the prevention of harmful effects.
Consti abides by legislation, regulation, permit procedures and
authority regulations regarding construction, the materials used in
building, storage, recycling, waste disposal and other environmental
issues. Waste disposal is documented by collecting all consignment
notes and documents from the entire supply chain.
ICT risks are assessed and managed in cooperation between the
Group’s ICT function and business areas and together with partners.
The Group has rules and procedures to decrease and manage risks
related to ICT and information security.
Financial risks
Consti Group’s business has nancial risks. Financial risks include
interest rate, credit and liquidity risks as well as risk relating to the
realisation of payments from long-term contract and service agree-
ments. Risks related to market rate uctuations are due largely to
the Group’s long-term variable interest rate loans. Consti monitors
the sensitivity of its loans to changes in interest rates and the im-
pact such changes would have on the Group’s results.
Consti’s credit risk is related to customers who have unpaid in-
voices or with whom Consti has long-term contracts as well as coun-
terparties to cash and cash equivalents and derivative agreements.
Risks related to deposits are governed by the Group’s nancial ad-
ministration department.
20
CONSTI PLC BOARD OF DIRECTORS’ REPORT
21
CONSTI PLC BOARD OF DIRECTORS’ REPORT
The Group strives to ensure the availability and exibility of -
nancing with sufcient credit limit reserves and suitably long loan
periods. The Group’s working capital management makes every ef-
fort to ensure that it abides to covenants included in interest bear-
ing loans, which in turn determine the capital structure provisions.
At the balance sheet date, the Group’s interest-bearing net debt to
adjusted EBITDA ratio was under the covenant’s maximum level ac-
cording to the conrmed calculation principles. The nancial cove-
nant’s degree is continuously monitored and assessed in relation to
net debt and EBIT realisations and predictions.
There is a risk that revenue and results of operations from long-
term contracts recognised using the percentage-of-completion meth-
od and presented by nancial year do not necessarily correspond to
an even distribution of the nal overall result over the contract pe-
riod. Calculating the total result of a contract involves estimates of
the total cost of completing the contract and the progress of the work
to be invoiced. If the estimates of the nal result of the contract
change, the effect of this is reported in the period when the change
rst became known and could be estimated.
Goodwill is based on management estimates. Goodwill is tested
for impairment annually or if necessary more often by the Group.
Business responsibility and non-nancial information
Consti’s mission is to improve the value of the building stock and
people’s quality of life.
Buildings are repaired when structures or building technology re-
quire it. In connection with repair work, improvements are almost
always also made to the building’s energy efciency, indoor air, and
issues that add living comfort such as accessibility and safety. The
preservation or even restoration of the original look and architecture
of the building is also included in an increasing number of renova-
tion projects. In addition to construction and building technology ex-
pertise, Consti has expertise in building purpose modications, such
as turning premises into apartments. The need for building purpose
modications is particularly increased by urbanisation, changes in
working life and the ageing population.
Corporate Social Responsibility is a part of Consti’s business man-
agement, which is the responsibility of Consti’s Management Team.
Consti’s essential sustainability themes for the strategy period are
decided by the Management Team and approved by the Board of Di-
rectors. The Business Area Directors are in charge of implementing
the decisions. The sustainability work is coordinated by the Corpo-
rate Social responsibility Steering Group.
Based on the sustainability report conducted in 2020, the rele-
vant sustainability themes for Consti’s operations during strategy pe-
riod 2021–2023 are:
• Environmental friendliness: expertise on how climate change
impacts real estate, energy efciency in Consti’s own operations,
waste sorting and recycling
• Occupational safety and well-being at work: continuous
development of occupational safety, supporting personnel
competence and development, equality, and human rights
• Supply chain: prevention of grey economy, partner collaboration
• Customer satisfaction: customer understanding, supporting
customer climate goals.
Environmental friendliness
At Consti, environmental friendliness means, above all, supporting
the customers’ climate objectives with, for example, versatile ener-
gy efciency solutions, but also taking environmental issues into ac-
count carefully in Consti’s own operations, for example by improving
energy use and the recycling of work site waste.
The most signicant environmental risks in Consti’s operations
are formed by possible discharges of substances that are harmful
to the environment. These discharges may result from the improp-
er treatment of demolition waste or negligence in its disposal, for
example. Construction activity may also result in noise, ground vi-
bration and dust that affect the immediate surroundings of the site.
Consti adheres to all legislation, regulations, permit conditions and
other ofcial decrees regarding the environment, construction and
materials used in construction and their storage, recycling, and dis-
posal. Minimising the harmful environmental impacts of construc-
tion sites means especially minimising the amount of noise, dust
and waste resulting from construction site trafc, demolition work
and the construction work itself, as well as treating hazardous sub-
stances carefully and appropriately.
Consti has guidelines in place to ensure adherence to environmen-
tal regulations in its operations and the minimisation of harmful envi
-
ronmental impacts. In work site specic environmental plans, Consti
identies the environmental risks of the work site, plans preventive
measures, and prepares to prevent harmful impacts. Effective com-
munication is also a way to reduce these impacts.
In 2021, the suitability and potential benets of RALA’s envi-
ronmental certicate were examined both from the customers’ per-
spective and in regard to how it could improve Consti’s environmen-
tal performance.
Expertise on how climate change affects real estate
Climate change mitigation requires e.g., that the energy efciency
of buildings is in accordance with the EU’s energy efciency direc-
tive. This is promoted, for example, with building technology, build-
ing automation, facade renovations, and insulation improvements.
In Finland, climate change adds rainfall and humidity, and adap-
tation to this necessitates particularly meticulous maintenance of
building facades.
The energy efciency of the existing building stock is crucial in
curbing energy consumption, as new construction increases the Finn
-
ish building stock by only 1–2 percent a year. According to the Con-
federation of Finnish Construction Industries RT, most of the emis-
sion savings in the built environment come from renovations that cut
the energy consumption of buildings and change heating methods
(Low Carbon Construction Industry 2035, 2020).
A signicant part of the environmental friendliness of Consti’s op-
erations is created in customer projects. Renovation nearly always
also improves the energy efciency of the building. The customer
might also be aiming for life cycle efciency. In addition, especial-
ly public actors have increasingly stringent requirements for waste
treatment and recycling.
Alongside energy repairs, Consti is developing its maintenance
services to take the demands of climate change into account even
better than before.
Waste sorting and recycling
Consti’s main means of improving the utilisation rate of construc-
tion site waste in 2021 was to determine the total amount of waste
and the recycling rate nationwide in order to bring waste manage-
ment at all work sites in line with the requirements of the new Waste
Act. According to the new Waste Act, waste must be sorted at the
place of origin of the waste, i.e., in Consti’s case, at work sites. Dur-
ing 2021, Consti arranged a tender process for construction waste
management companies, which resulted in Consti limiting its con-
struction waste management partners to two companies from the be-
ginning of 2022. This makes the monitoring of waste volumes and
costs more comprehensive and accurate. The selected waste man-
agement companies will prepare site-specic reports once a month
and they will also prepare the reports required by the authorities as
of 1 July 2022.
In order to increase the efciency of waste sorting, training mate-
rial was commissioned to work sites, and in 2022 support for work
sites in waste treatment will be continued. Consti is still investigat-
ing the recovery of demolition waste from subcontractors.
In 2021, approximately 51 (49) percent of Consti Korjausraken-
taminen Oy’s construction site waste generated in the Helsinki met-
ropolitan area went to raw material recovery. The corresponding g-
ure for Consti Talotekniikka Oy was approximately 33 (29) percent.
The energy efciency of Consti’s own operations
In Consti’s own operations, the vast majority of energy consump-
tion takes place on work sites. The main goal in 2021 was to create
methods for the systematic monitoring of energy consumption on
work sites. This has been promoted, for example, by taking energy
and water consumption into account when calculating tenders. It is
also possible for Consti’s work sites to utilise the electricity contract
tendered by the Group, for example, to obtain a certicate of origin
for the use of green electricity.
In 2021, carbon footprint measurement was piloted using various
methods, and the amount of energy and water consumed by Consti’s
own premises was estimated. In addition, Consti investigated the fuel
consumption of company cars and commercial vehicles, the amount
of fuel oil used by work sites, and the construction waste created at
construction sites. More detailed monitoring of water and energy con-
sumption at construction sites will begin in the second half of 2022.
At the turn of 2021, Upright Oy, which measures the net impact of
companies, analysed the positive and negative net impacts of Consti’s
operations. Consti’s CO2 emissions were also assessed as part of the
analysis. According to Upright’s report, the impacts of Consti’s op-
erations are positive and the net positivity is well above the average
for companies listed on the Helsinki Stock Exchange.
The Energy Efciency Act obligates a large company to conduct an
energy audit every four years. The latest Consti report is from 2018.
Occupational safety and well-being at work
The employer’s responsibility for the safety and healthiness of the
working environment is emphasised in the construction industry,
where the risks of accidents and occupational diseases are high. In
addition to occupational safety, the risks associated with the per-
sonnel sector in the construction industry are the use of illegal la-
bour and grey economy.
Continuous improvement of occupational safety
In 2021, preparing for the health safety risks caused by the corona
pandemic was highlighted in the construction industry. Consti has
group-level guidelines for protection against the coronavirus and
for preventing the spread of the virus. The corona measures com-
plied with the regulations and recommendations of the authorities.
In 2021, there were no large-scale infection chains at Consti’s con-
struction sites. However, the pandemic has increased the number
of sick leaves, as employees have been urged to leave work at a low
threshold, especially if they have a u or similar symptoms. The av-
erage sickness absence rate in 2021 was 5.4 (4.9), compared to
3.3 in 2019, before the corona pandemic.
The group-level safety activities are coordinated at Consti by the
Safety Team, which includes the Group’s HR Director, HR Safe-
ty Manager, industry management representatives and occupation-
al safety representatives. The working group is chaired in a rotating
manner by each Business Area Director in turn.
The cleanness and safety of construction sites are monitored week-
ly by TR measurements.
The orientation of new employees is an integral part of both oc-
cupational safety and becoming familiar with shared operation mod-
els. Consti has orientation instructions and materials for all employ-
ee groups. In addition to personal orientation and work site specif-
ic orientation, Consti also uses the e-Introduction online orientation
method that is commonly used in the industry. The goal is that all
of Consti’s personnel and everyone working at the construction sites
have completed this orientation. In 2021, 40% of the personnel and
those working on construction sites had completed the e-Introduction.
Both Consti staff and third parties are encouraged to report safe-
ty deciencies. Anyone within the sphere of inuence of the con-
struction site is able to report safety observations at the teehavain-
to. portal. The aim is that by the end of the strategy period, each
employee will make at least one occupational safety observation per
year. In 2021, the processing of observations was harmonised, and
communication was increased. As a result, clearly more observations
were made in the second half of the year than before.
Accident frequency, which describes the relationship between ac-
cidents and hours worked, is monitored monthly in Consti. Consti’s
accident frequency has been at a good level in the industry in recent
years, and the goal is that the accident frequency gure should be
less than 5 by the end of the strategy period. In 2021, however, the
development was not desirable.
Consti Plc’s accident frequency on an annual basis:
• 2015 accident frequency: 26
• 2016 accident frequency: 22
• 2017 accident frequency: 20
• 2018 accident frequency: 19
• 2019 accident frequency: 11
• 2020 accident frequency: 13
• 2021 accident frequency: 15.
In recent years, special attention has been paid in the development
of occupational safety to working at heights and using lifts, as well
as to protecting oneself from exposures that are harmful to health.
Efforts to improve occupational safety include, for example, accident
interviews that aim to nd out more about the causes of accidents
in order to prevent similar incidents from occurring. During the past
year, the emphasis on occupational safety was increased, for exam-
ple in the training of supervisors. Everyone working at work sites is
required to complete the occupational safety card as well as rst aid
training designed for Consti’s operating environment.
In renovations, exposures that are harmful to health include dust,
bres, noise, and tremor. When dealing with harmful exposures, the
model protection guidelines are followed, and health hazards are
mitigated, for example, by using high-quality, appropriate, and cer-
tied tools and by taking risks into account in the work site specic
safety plans. Weekly maintenance inspections or construction safe-
ty measurements are conducted to ensure adequately low dust lev-
els. Consti is a representative of the renovation industry in the gen-
eral Quartz Exposure and Management research project, as well as
in a bisphenol study related to the safety of sleeving of sewer pipes.
No conrmed cases of occupational disease were reported in 2021.
At Consti, safety extends not only to employees, but also to users
of facilities that are being renovated, as the facilities are often at
least partially in use during renovations.
Occupational health services are activities in accordance with the
Occupational Health Care Act, which help to maintain and promote
the health of employees, the safety of the working environment and
the functioning of the work community, and to prevent work-relat-
ed illnesses and accidents. Consti’s occupational health care ser-
vice agreement denes healthcare service for its personnel that is
more comprehensive than the statutory basic level. In recent years,
supervisor training has focused not only on shared operation mod-
els, but also on maintaining employees’ capacity to work and early
intervention in cases where it is observed that an employee’s capac
-
ity to work has diminished.
Supporting personnel competence and development
The core of what it means to work at Consti has been summarised
as the Consti Way operating model. It’s based on the company val-
ues and communicated in new employee orientation and person-
nel events. In 2021, according to the Consti Way, a description was
made of all HR processes from recruitment and orientation to the
termination of employment and the exit interview conducted by HR.
Managerial training was also standardised, and documentation in
-
structions were drawn up for the work sites. Consistent practices fa-
cilitate the work of supervisors, improve operations, and ensure con-
ditions for a safe and equal working environment.
At the beginning of 2021, a new shared communication channel
was introduced at Consti. It will improve the work site personnel’s
possibilities to follow Group-level communication and enable them
to participate in the industry’s internal communication also by per-
sonal telephone.
In order to support its personnel’s competence and development,
Consti has dened a qualication path to ensure the basic compe-
tence required for each task. In 2021, Consti identied critical train-
ing needs, and consequently developed safety management train-
ing and standard system operation trainings for work site supervi-
sors. The personnel’s development is also supported by development
22
CONSTI PLC BOARD OF DIRECTORS’ REPORT
23
CONSTI PLC BOARD OF DIRECTORS’ REPORT
discussions. Consti has also looked into the possibility of moving
from personnel surveys conducted every two years to lighter but
more frequent surveys.
Consti’s principle is to make permanent employment contracts.
At the end of the year, around 97 (97) percent of the personnel, ex-
cluding trainees, had permanent employment contracts. The aim is
to keep the share of xed-term contracts below 5%.
Consti always makes written employment contracts. In 2021,
Consti had an average of 969 (971) employees. Around 58 per-
cent of the personnel were blue-collar workers and around 42 per-
cent were white-collar workers. During 2021, 158 new permanent
employees were hired.
The turnover rate of permanent employees was 17.4 (12.9) per-
cent. The very good employment situation in the industry and the
intensied competition for skilled professionals increased employ-
ee turnover. The target for the current three-year strategy period is
a turnover of less than 12%
During the year, Consti once again offered a summer job or in-
ternship to about one hundred students in the eld, and efforts were
made to provide permanent employment for good summer workers
and interns after graduation.
In order to engage the personnel and encourage them to per-
form excellently, Consti has a performance bonus scheme in place
for management and white-collar workers. The system has been set
up for three different occupational groups: permanent white-collar
workers, construction site white-collar workers and project and in-
stallation managers, and other comparable managers who are ac-
countable for business results. The bonus scheme is based on both
qualitative and nancial targets. The incentive plan is complement-
ed by a long-term share-based incentive programme, which includ-
ed 58 key personnel at the end of 2021, as well as a stock option
programme for key personnel.
Success is also rewarded on the work sites. The best work sites are
rewarded in an annual competition between the sites using the fol-
lowing criteria: quality, safety, customer feedback, staying on sched-
ule and nances. An employee may also receive a personal bonus
for best client feedback.
Equality and respect for human rights
In general, the risks associated with human rights in the construc-
tion sector include at least forced labour, the use of workers without
work permits, in which case wages are paid undeclared without so-
cial security, child labour, inadequate occupational safety, as well as
harassment, racism and other inappropriate behaviour.
The human rights risks identied by Consti in its own activities are
the use of unauthorised labour and inappropriate behaviour. Consti
complies with applicable Finnish labour legislation and collective
agreements, and employment contracts are made in writing. Consti
requires all of its subcontractors to be members of Reliable Partner
service maintained by Vastuu Group. For its own foreign employees,
Consti has a procedure which ensures that the person’s residence
and/or work permit matters, as well as tax-related matters are in order,
and ensures that the necessary ofcial declarations are submitted.
Equal treatment is part of Consti’s code of ethics. Consti does not
tolerate discrimination or inappropriate behaviour. Consti also has
statutory equality and non-discrimination plans. The Equality Plan is
part of Consti’s personnel strategy, and the implementation of equal-
ity is monitored, for example, through personnel surveys. Recruit-
ment of personnel is always based on the skills required for the job.
Consti’s permanent staff also includes many professionals who have
moved to Finland from abroad.
If problematic situations arise, employees may turn to their labour
protection delegate, labour protection manager or shop steward. In-
appropriate treatment is not acceptable, and Consti has instructions
for both preventing it and solving observed situations. Anonymous
communication is also possible through the whistleblowing channel
which was introduced in 2021.
Consti’s gender and diversity goal is to increase the proportion of
women in its staff and ensure a balanced age structure. At the end
of 2021, women accounted for 12 (11) percent of personnel. On
average, the share of women in the construction industry in Finland
is around nine percent. During the year, 13 percent of the person-
nel hired in the Group were women and the age distribution of the
personnel hired varied between 18 and 60 years.
Supply chain
The change in the structures of the economy is a megatrend. Manag-
ing the big picture and the transparency of the supply chain are em-
phasised as a networked approach becomes more common.
In the construction sector, procurement focuses on preventing grey
economy and complying with legislation, especially labour law. The
procurement function and supply chain management must also take
sustainability into account as a procurement criterion. Consti aims
to favour Finnish alternatives in its material purchases.
Preventing grey economy
Bribery and dealing in receipts are typical forms of corruption in the
construction industry. The uniqueness and temporary nature of build-
ing projects and the large sums of money involved may entice some
to engage in nancial malpractice. Simultaneously, supervision is
challenging due to the large number of different work stages, agree-
ments and subcontractors involved in the projects.
At Consti, corruption, bribery or attempts at such actions are not
approved in any way, shape, or form. The prevention of bribery and
corruption are included in Consti’s ethical code, which is communi-
cated to all employees for example during new employee introduc-
tion. Consti encourages its personnel and partners to take action im-
mediately upon noticing any grievances.
Consti’s policy is to have all procurements, deliveries, work, and
services that are signicant for its business or individual projects
tendered openly and honestly, and the company has internal guid-
ance on competition law and its application. Consti’s aim is to co-
operate with good partners who are committed to high-quality work
on a long-term basis. Contracts are always made in writing. Consti
also aims at preventing grey economy through approval procedures.
There are no ofcial decisions or legal acts relating to infringe-
ments of competition law, cartels, or abuses of a dominant posi-
tion for 2021.
Consti complies with the Finnish Act on the Contractor’s Obliga-
tions and Liability and is part of the Reliable Partner Programme
maintained by Vastuu Group. Consti requires its subcontractors to
belong to the Reliable Partner Programme or to supply correspond-
ing documents as stipulated in the Act on the Contractor’s Obliga-
tions and Liability. Consti uses standard contract terms in which the
subcontracting chain is required to take care of its social obligations.
Consti uses the Valtti smart card for access control at worksites. The
tax numbers of all employees have been submitted to the construc-
tion industry’s tax number register maintained by the Finnish Tax
Administration. As the main contractor and orderer, Consti submits
contract information for each worksite to the Tax Administration.
Access control methods and methods dened in the Act on the
Contractor’s Obligations and Liability help stop both grey econo-
my and human rights violations by preventing the use of employees
without work permits. In 2021, the guidelines related to contractor
liability were updated and training related to the Act on the Con-
tractor’s Obligations and Liability was added. The decision was also
made not to hire individuals who do not have a work permit issued
in a Member State of the European Union.
In 2021, no problems were observed at Consti regarding adherence
to ethical guidelines and there was no need for measures against
bribery or corruption.
Consti does not aim to inuence political parties and it gave no
support to political parties in 2021.
Partner collaboration
One of the goals of developing partner cooperation is ensuring that
subcontractors and other partners are committed to Consti’s ethical
guidelines and quality objectives. The goal is for 20% of subcon-
tractors to be committed to Consti’s ethical guidelines by the end of
2021 and 100% in 2023.
In 2021, the ethical guidelines were updated, and a new Sub
-
contractor Partnership Model was dened for cooperation with se-
lected subcontractors. The goal of the Subcontractor Partnership
Model is to provide Consti with reputable subcontractors with good
track records, who act responsibly and are committed to common
goals. It is also important to develop operating methods and servic-
es together in a mutually benecial way. Commitment to the part-
nership programme also means commitment to ethical guidelines
for partners. The same obligation has been included, for example,
in Consti’s General Terms and Conditions for Suppliers, which were
drawn up in autumn 2021.
Customer satisfaction
Customer understanding
Consti has versatile competence in renovations and building technol-
ogy, spanning all the way to building purpose modications. Accord-
ing to customer interviews, in addition to Consti’s technical skills,
customers also value Consti’s transparency in its reporting and com-
munication, its personal service and contractor expertise for instance
in offering and carrying out environmentally friendly solutions.
Compared to new construction, renovation requires special exper-
tise in operating in people’s homes. Ofces and business premises
are also often at least partially in customer use during renovations.
A more efcient use of the current customer feedback system has
been identied as one of the development areas in Consti’s custom-
er satisfaction. In 2021, Consti identied projects in which a reg-
ular customer survey will be conducted, and guidelines were devel-
oped for submitting surveys and processing feedback. The number
of customer surveys rose to 1,258 from 545 the previous year. The
response rate rose to 30% from 25% in the previous year.
Customer opinions are also surveyed when developing services. In
2021, separate customer surveys were conducted e.g., development
projects related to takt time production, car electric charging poles
and bathroom renovations.
A key factor in customer satisfaction is quality, which consists
of the technical quality of the work and the quality of the process.
All of Consti Group’s business areas have the RALA quality certi-
cates of the Construction Quality Association (RALA) and the RALA
qualication issued by RALA. In addition, certied methods and
materials are used in the sleeving of sewer pipes. Consti’s procure-
ment instructions and supplier agreements obligate the use of gen-
erally accepted, suitable, CE-marked and / or certied products. In
2021, the possible introduction of the RALA environmental certi-
cate was also investigated.
Consti Talotekniikka has a national corporate security certicate
that demonstrates that its operations full the state administration’s
requirements even in projects with a security classication.
Consti’s goal is to increase its understanding of the environmen-
tal certicates used by customers in addition to the certicates re-
lated to renovations.
Consti aims to improve the quality of construction and clarify
responsibilities through new collaborative delivery systems, which
Consti actively participates in. Collaborative delivery contracts de-
ne common objectives, responsibilities and incentives of the ac-
tors involved in the projects. Consti’s goal is also to increase coop-
eration with customers and partners in the development of services.
This work has started, for example, through the Subcontractor Part-
nership Programme dened in 2021.
The Subcontractor Partnership Programme also aims to better
manage cost and delivery time risks, for example, and to improve
the time efciency of the project organisation.
Supporting the customer’s climate objectives
Customers’ climate goals emphasise the energy efciency of their
premises. Energy efciency is improved, in particular, through fa-
cade renovations and building technology renewal. Energy savings
of up to 20% have been achieved in apartment building automation
projects (ROTI 2019).
Consti has expertise in carrying out renovations and building tech-
nology installations as well as improving the energy efciency of
buildings, for example through facade repairs.
Calculations indicate that climate change adds wind driven rain in
Finland, which puts increasing pressure on, for example, the mois-
ture resistance of facades. In addition to energy renovations, Consti
is developing a new energy efcient facade system and maintenance
services together with partners, to better take into account the de-
mands set forth by climate change. For example, the regular main-
tenance of systems is key to reaping the benets that building tech-
nology brings.
An example of environmental friendliness in the development of
products and services is the new Eco Consti service model of the
Consti Kodikas concept, which offers housing companies the oppor-
tunity to have charging poles installed for electric cars, or pre-cabling
conducted for the possible future installation of charging poles, in
connection with other renovations.
Consti aims to inuence the development of the entire
sector by operating in the eld’s collaborative networks,
and by actively participating in joint development projects.
Information on this impact is given under the heading
Research and Development.
Consti has published a separate corporate social
responsibility report on its operations since 2014. Consti’s
separate sustainability report on its operations in 2021 will be
published during the second quarter of 2022.
24
CONSTI PLC BOARD OF DIRECTORS’ REPORT
25
CONSTI PLC BOARD OF DIRECTORS’ REPORT
Information under the EU Taxonomy Regulation
The EU Taxonomy Regulation requires that in their non-nancial re-
porting, listed companies must report information on how and to
what extent their nancial activities are environmentally sustainable.
The objective of the Taxonomy Regulation is to establish a compre-
hensive uniform EU denition of environmentally sustainable eco-
nomic activities.
For the nancial year 2021, Consti is obligated to publish informa-
tion on the share of eligible and non-eligible economic activities in
Consti’s total net sales, capital expenditures and operating expenses.
Share of net sales (net sales indicator)
Consti is a company focused on renovations and building technol-
ogy services. Consti provides comprehensive renovation and build-
ing technology services as well as selected new construction ser-
vices to housing companies, corporations, and investors, as well as
the public sector.
Consti estimates that its net sales for the nancial year 2021 –
288.8 million euro – consisted entirely of nancial activities eligi-
ble for classication.
Share of capital expenditure (CapEx indicator)
Consti Group’s investments in intangible and tangible assets in Jan-
uary-December 2021 amounted to 1.4 million euro. The largest in-
vestment items were made into property, plant, and equipment, which
mainly include machinery and equipment purchases. Investments in
right-of-use assets (IFRS 16) in January-December 2021 amounted
to 4.9 million euro and were mainly related to the new headquar-
ters in Helsinki. In 2021, the increases in tangible and intangible
assets related to acquisitions and business transactions amounted
to 1.6 million euro. As a result, investments for the nancial year
2021 totalled 8.0 million euro.
Consti estimates that the investments of 8.0 million euro for the
nancial year 2021 consisted entirely of eligible economic activities,
as all investments for the nancial year are related to Consti’s busi-
ness, which is estimated to be 100% eligible economic activities.
Net sales
Taxonomy eligible / non-eligible
economic activities
Total net sales (MEUR) 288.8
Taxonomy-eligible activities (%) 100%
Taxonomy-non-eligible activities (%) 0%
CapEx Taxonomy eligible / non-eligible
economic activities
Total CapEx* (MEUR) 8.0
Taxonomy-eligible activities (%) 100%
Taxonomy-non-eligible activities (%) 0%
* EUR 4.9 million of CapEx relate to right-of use assets (IFRS 16)
Share of operating expenditure (OpEx indicator)
Consti estimates that the operating expenses dened in the Taxono-
my Regulation totalled approximately 1 million euro in the nancial
year 2021. Therefore, operating expenses are not relevant to Consti’s
business model. The investment needs of Consti’s business model
are small, as the company’s capacity is largely generated by man-
power. The company’s investments and product development needs
account for a small share of the net sales.
Dividend and dividend policy and the Board’s
suggestion for prot distribution
The Annual General Meeting of Shareholders held on 7 April 2021
resolved that dividend of EUR 0.40 per share for the nancial year
2020 is paid. No dividend was paid on own shares held by the Com-
pany. The record date for dividend distribution was 9 April 2021,
and the dividend was paid on 16 April 2021.
According to the Company dividend policy, its goal is to distrib-
ute a minimum of 50 percent of the scal year’s prot as dividend,
however taking into consideration the Company’s nancial position,
cash ow and growth opportunities.
Consti Plc’s distributable funds on 31 December 2021 were
58,031,699.64 euro, including retained earnings of 29,449,231.13
euro. The Board proposes to the Annual General Meeting that a div-
idend of 0.45 euro per share be paid for the nancial period 1 Jan-
uary – 31 December 2021. The Board of Directors plans to call the
Annual General Meeting of shareholders to convene on Tuesday 5
April 2022.
Outlook for 2022
The Finnish building market is estimated to grow by around 2.0
percent in 2022 from the previous year. The renovation market is
estimated to grow by approximately 1.3 percent in 2022. Renova-
tions of both residential buildings and business premises are ex-
pected to increase.
The most signicant uncertainties in the operating environment
in 2022 are related to rising construction costs and the availability
of materials. In addition, the coronavirus pandemic may have a neg-
ative impact on the company’s ability to carry out ongoing projects
due to the large number of coronavirus cases.
The Company estimates that its operating result for 2022 will be
in the range of EUR 9–13 million.
Signicant events after the reporting period
No material events have been disclosed after the reporting period.
In Helsinki,
3 February 2022
Consti Plc’s Board of Directors
CONSTI PLC FINANCIAL STATEMENTS
2726
Lapland Hotels Arena was opened in connection with Tampere’s Nokia Arena in December 2021. Consti car-
ried out electrical and ventilation work for the hotel rooms, as well as the all-in contract for the Saivo restau-
rant, reception hall and Laawu Rooftop Terrace & Sauna. The suites were built with takt time production, and
their electrical installations were wired in a manner that allowed the xed furniture to be delivered with all
the electrical equipment already in place. Both the rooms and the restaurant also have an advanced cloud-
based lighting control system. Lapland Hotels Arena’s specialities include six balcony rooms where you can
watch a concert or a game without leaving your room.
26
Photo: Pasi Salminen
FINANCIAL
STATEMENTS
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
28 29
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
EUR 1,000 Note 1 Jan–31 Dec 2021 1 Jan–31 Dec 2020
Net sales 4 288,773 274,646
Other operating income 5 430 511
Materials and services 6 -206,753 -191,711
Employee benet expenses 7 -59,767 -58,108
Depreciation and amortisation 9 -3,497 -3,203
Other operating expenses 8 -13,482 -13,899
Total expenses -283,498 -266,920
Operating result (EBIT) 5,705 8,237
Financial income 10 139 4
Financial expenses 10 -1,261 -1,006
Total nancial income and expenses 10 -1,122 -1,002
Prot/loss before taxes (EBT) 4,583 7,235
Total taxes 11 -866 -1,560
Prot/loss for the period 3,717 5,675
Comprehensive income for the period* 3,717 5,675
*The group has no other comprehensive income items
CONSOLIDATED BALANCE SHEET
Assets EUR 1,000 Note 31 Dec 2021 31 Dec 2020
Non-current assets
Property, plant and equipment 13 8,571 5,142
Goodwill 16 49,501 48,604
Other intangible assets 14 386 401
Shares and other non-current nancial assets 17 57 17
Deferred tax assets 11 261 278
Current assets
Inventories 19 827 656
Trade and other receivables 20 41,365 49,239
Cash and cash equivalents 21 18,072 24,257
Total assets 119,041 128,595
Equity and liabilities EUR 1,000 31 Dec 2021 31 Dec 2020
Equity
Share capital 22 80 80
Reserve for invested non-restricted equity 22 28,781 28,252
Treasury shares 22 -696 -610
Retained earnings 57 -3,020
Prot/loss for the year 3,717 5,675
Equity attributable to owners of the parent company 31,939 30,378
Hybrid bond 22 0 3,200
Total equity 31,939 33,578
Non-current liabilities
Interest bearing liabilities 24 18,783 17,869
Current liabilities
Trade and other payables 25 52,072 63,353
Interest bearing liabilities 24 13,551 11,126
Provisions 23 2,696 2,670
Total liabilities 87,102 95,017
Total equity and liabilities 119,041 128,595
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
30 31
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
EUR 1,000
Equity attributable to owners of the parent
Share
capital
Reserve for
invested
non-restrict-
ed equity
Treasury
shares
Retained
earnings Total
Hybrid
bond Total equity
Equity on 1 Jan 2021 80 28,252 -610 2,656 30,378 3,200 33,578
Total comprehensive income 3,717 3,717 3,717
Hybrid bond -71 -71 -3,200 -3,271
Transactions with shareholders
Dividend distribution -3,068 -3,068 -3,068
Purchase of own shares -318 -318 -318
Conveyance of own shares 529 231 760 760
Share compensation 407 407 407
Option scheme 133 133 133
Transactions with shareholders, total 529 -86 -2,528 -2,085 -2,085
Equity on 31 Dec 2021 80 28,781 -696 3,774 31,939 0 31,939
EUR 1,000
Equity attributable to owners of the parent
Share
capital
Reserve for
invested
non-restrict-
ed equity
Treasury
shares
Retained
earnings Total
Hybrid
bond Total equity
Equity on 1 Jan 2020 80 28,252 -395 -1,800 26,137 3,200 29,337
Total comprehensive income 5,675 5,675 5,675
Hybrid bond -544 -544 -544
Transactions with shareholders
Dividend distribution -1,230 -1,230 -1,230
Purchase of own shares -266 -266 -266
Conveyance of own shares 52 52 52
Share compensation 487 487 487
Option scheme 67 67 67
Transactions with shareholders, total -215 -676 -891 -891
Equity on 31 Dec 2020 80 28,252 -610 2,656 30,378 3,200 33,578
CONSOLIDATED STATEMENT OF CASH FLOWS
Consolidated statement of cash ows EUR 1,000 Note 1 Jan–31 Dec 2021 1 Jan–31 Dec 2020
Cash ow from operating activities
Operating result 5,705 8,237
Adjustments:
Depreciation 3,497 3,203
Other adjustments 557 422
Change in working capital -2,905 7,678
Operating cash ow before nancial and tax items 6,854 19,539
Financial income 139 4
Financial expenses -1,209 -926
Taxes paid -1,094 -728
Net cash ow from operating activities (A) 4,691 17,890
Cash ow from investing activities
Acquisition of subsidiaries and business operations, net of cash -1,089 0
Investments in tangible and intangible assets -1,396 -1,206
Proceeds from sale of property, plant and equipment 258 359
Net cash ow from investing activities (B) -2,227 -847
Cash ow from nancing activities
Dividend distribution -3,068 -1,230
Purchase of treasury shares -317 -266
Hybrid bond -3,584 -384
Payments of lease liabilities -2,132 -2,123
Change in interest-bearing liabilities 24 453 1,185
Proceeds from long-term liabilities 18,000 0
Payments of long-term liabilities -18,500 -1,000
Change in other interest-bearing liabilities 953 2,185
Net cash ow from nancing activities (C) -8,649 -2,818
Change in cash and cash equivalents (A+B+C) -6,185 14,225
Cash and cash equivalents at period start 24,257 10,032
Cash and cash equivalents at period end 18,072 24,257
33
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
32
GENERAL INFORMATION ABOUT THE
GROUP
The parent company of the Group, Consti
Plc, is a limited liability company established
under the laws of Finland . The parent com-
pany is domiciled in Helsinki, and its regis-
tered address is V alimotie 16, 00380 Hel -
ed on Nasdaq Helsinki since 11 December
2015. Consti Plc and its subsidiaries consti-
tute Consti Group (“Consti” or “Group”).
The coronavirus pandemic (covid-19) as
a whole did not have a signicant impact on
Consti’s business during the nancial year
2021. The effects of the coronavirus pan-
demic on the preparation of the nancial
statements are described in a later part of
the accounting principles in section key ac-
counting estimates and decisions based on
judgment.
The nancial statements of Consti Plc for
the nancial year ending 31 December 2021
were approved for publication by its Board of
Directors at its meeting on 3 February 2022.
According to the Finnish Limited Liability
Companies Act, shareholders have an oppor-
tunity to adopt or reject nancial statements
at an annual general meeting held after the
publication of the nancial statements. The
annual general meeting is also entitled to de-
cide on amendments to the nancial state-
ments. Copies of the consolidated nancial
statements are available from the headquar-
ters of the company at Valimotie 16, 00380
Helsinki.
ACCOUNTING PRINCIPLES
Basis of preparation
The consolidated nancial statements have
been prepared in accordance with the In-
ternational Financial Reporting Standards
(IFRS) and the applicable IAS and IFRS
standards and SIC and IFRIC interpreta-
tions that were valid on 31 December 2021.
The International Financial Reporting Stand-
ards refer to standards and interpretations
that have been adopted by the EU under
the procedure provided in Regulation (EC)
No 1606/2002 and are in accordance with
the Finnish Accounting Act and regulations
based on the Act. The notes to the consol-
idated nancial statements are compliant
with the regulations of the Finnish Account-
ing Act and Limited Liability Companies Act
that complement the IFRS requirements.
The consolidated nancial statements
are presented in thousands of euros (EUR
1,000), unless otherwise stated, and
individual gures and sums of individu-
al gures are rounded. Consequently, there
can be rounding differences. Financial state-
ments information is based on historical cost
basis, with the exception of derivative con-
tracts, which are measured at fair value. The
nancial statements are presented by type
of expense income statement and balance
sheet format.
The Group reported in accordance with the
IFRS reporting standards rst in 2014. The
transition to the IFRS standards was made in
accordance with IFRS 1 First-time Adoption
of International Financial Reporting Stand-
ards -standards, with the date of transition
being 1 January 2013.
ACCOUNTING PRINCIPLES
CONCERNING CONSOLIDATED
FINANCIAL STATEMENTS
Subsidiaries
The consolidated nancial statements in-
clude Consti Plc , which is the parent com-
pany, and its subsidiaries. Subsidiaries are
companies in which the Group holds control.
Control is achieved when the Group, through
its participation in the company, is exposed
or entitled to variable returns from the com-
pany and has the ability to affect these re-
turns through its control over the company.
Intra-Group shareholdings is eliminated
using the acquisition method. The consider-
ations transferred and the identiable assets
of the acquired companies, as well as the li-
abilities assumed, are measured at fair value
at the acquisition date. The costs related to
the acquisitions, excluding the costs arising
from the issuance of debt or equity securi-
ties, are recognised as expenses. The consid-
erations transferred do not include transac-
tions that are handled separately from the ac
-
quisition. Their effect is recognised through
prot or loss in conjunction with the acquisi-
tion. Any potential additional purchase price
is measured at fair value at the acquisition
date and classied as a liability. A potential
additional purchase price that is classied as
a liability is measured at fair value at the end
of each reporting period, and the related gain
or loss is recognised through prot or loss.
Acquired subsidiaries are consolidated
from the moment the Group acquires con-
trol, and divested subsidiaries are consoli-
dated until the Group loses the control. All
intra-Group transactions, receivables, liabil-
ities and unrealised prot, as well as inter-
nal prot distribution, are eliminated when
preparing the consolidated nancial state-
ments. Unrealised losses are not eliminated
if the loss is due to impairment.
Joint arrangements
A joint arrangement is an arrangement where
two or more parties have joint control. Joint
arrangements are classied as joint opera
-
tions or joint ventures according to the inves-
tors’ contractual rights and obligations. The
Group’s management has evaluated the na-
ture of its joint arrangement and deemed it
to be a joint operation. The Group recognises
its share of the assets and liabilities of the
joint operation using the proportionate con-
solidation method. Proportionate consolida-
tion is a method where each joint operation
party’s share of each item related to the as-
sets, liabilities, income and expenses of the
joint operation is consolidated, item by item,
in similar items in the party’s nancial state-
ments or presented as separate items in its
nancial statements.
TRANSLATION OF ITEMS
DENOMINATED IN A FOREIGN
CURRENCY
The gures concerning the performance and
nancial position of the Group entities are
determined in the currency of each entity’s
primary economic operating environment
(“functional currency”). The Group’s con-
solidated nancial statements are present-
ed in euros. The euro is the functional and
presentation currency of the parent compa-
ny and its operating subsidiaries.
Transactions denominated
in a foreign currency
Transactions denominated in a foreign cur-
rency are recognised in the functional cur-
rency at the exchange rate on the date of
the transaction. For practical reasons, the
exchange rate used is often such that ap-
proximates the actual rate on the date of the
transaction. The balances in monetary items
denominated in a foreign currency are trans-
lated into the functional currency at the rate
on the closing date of the reporting period.
The balances in non-monetary items denom-
inated in a foreign currency are translated at
the rate on the date of the transaction. For-
eign exchange gains and losses arising from
transactions denominated in a foreign cur-
rency and from translating monetary items
are recognised through prot or loss. For-
eign exchange gains and losses arising from
business operations, as well as foreign ex-
change gains and losses arising from receiv-
ables and liabilities denominated in a for-
eign currency, are included in nancial in-
come and expenses.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are measured
at cost less accumulated depreciation and
possible impairments.
The acquisition cost consists of the following
expenses relating directly to the acquisition:
• purchase price, including import duties
and non-refundable purchase taxes, less
any trade discounts and rebates; and
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting principles
IMPAIRMENT TESTING
At the end of each reporting period, the
Group assesses whether there are indications
of impairment of assets on the balance sheet.
If there are indications of impairment or if
an annual impairment test is required on an
asset, the Group will estimate the recovera-
ble amount of the asset. Regular annual im-
pairment tests are carried out on goodwill
and incomplete intangible assets. The re-
coverable amount is the fair value of the as-
set or cash-generating unit (CGU), less the
cost of divestment, or its value in use, de-
pending on which is higher. The fair value is
the price received for the sale of an asset or
paid for the transfer of a liability in a cus-
tomary business transaction between market
participants. The value in use refers to the
estimated future net cash ows, discounted
to their present value, expected to be derived
from an asset or a cash-generating unit. The
discount rate is the interest rate determined
before taxes that reects the market’s view
of the time value of money and special risks
related to the asset.
When an asset is tested for impairment,
its recoverable amount is compared to the
carrying amount of the asset. The asset is
impaired if its carrying amount exceeds its
recoverable amount. Impairment losses are
immediately expensed. Impairment loss-
es are rst allocated to goodwill and then
the remaining loss to other assets that have
been tested, in proportion to their carrying
amounts.
When an impairment loss is recognised,
the useful life of the asset subject to de-
preciation is reassessed. An impairment loss
recognised in prior periods on an asset other
than goodwill is reversed if a change has tak-
en place in the estimates used to determine
the recoverable amount of the asset. How-
ever, an impairment loss is not reversed be-
yond what the carrying amount of the asset
would have been if no impairment loss had
been recognised. Impairment losses recog-
nised on goodwill are not reversed under any
circumstances.
Impairment testing is described in Note
16 Impairment testing on goodwill and as-
sets with an indenite useful life.
INVENTORIES
The Group’s inventories consist of materials
and supplies. Inventories are measured at
cost or net realisable value, depending on
which is lower. The cost of inventories is de-
termined using the FIFO (First-In, First-Out)
method, which assumes that inventories that
are purchased or manufactured rst will be
sold or used rst. The net realisable value is
the estimated amount that can be realised
from the sale of the asset in the ordinary
course of business, less the estimated cost
of realisation of completion and the estimat-
ed direct costs necessary to make the sale.
INTANGIBLE ASSETS
Goodwill
Goodwill arising from business combinations
is recognised to the aggregate amount of the
consideration transferred measured at fair
value, any non-controlling interest in the ob-
ject of acquisition and the amount of previ-
ous holding exceeding the fair value of the
net of assets.
Goodwill is not depreciated. Instead, good-
will is tested annually for any impairment.
For this reason, goodwill is allocated to
cash-generating units. Goodwill is measured
at original acquisition cost less impairments.
Research and development
Research and development costs are recog-
nised as expenses at the time they occur. De-
velopment costs are capitalised on the bal-
ance sheet as intangible assets, provided that
the product is technologically feasible, can
be exploited commercially and is expected to
bring future nancial benet. Development
costs to be capitalised include the material,
work and testing costs that are directly at-
tributable to creating, producing and prepar-
ing the asset for its intended purpose. De-
velopment costs that cannot be capitalised
are recognised as expenses at the time they
occur. Development costs previously recog-
nised as an expense will not be capitalised
later. The company had no capitalised de-
velopment costs at the end of the 2021 -
nancial period.
Other intangible assets
An intangible asset is recognised on the bal-
ance sheet at initial acquisition cost if the
acquisition cost can be measured reliably
and the Group is likely to prot from the fu-
ture nancial benet related to the asset.
Intangible assets with a denite useful life
are recognised as an expense according to a
straight-line depreciation during their known
or estimated useful lives. The Group does
not have intangible assets with an indenite
useful life.
The amortisation periods for intangible as-
sets are as follows:
Order backlogs 1–2 years
Patents 3–5 years
Software 3–6 years
Certicates 3–5 years
The useful life of an asset is reviewed at the
end of each nancial period, and if the ex-
pectations differ from previous estimates, the
change is treated as a change in an account-
ing estimate.
The gain and loss arising from the dispos-
al of intangible assets is recognised through
prot or loss and presented in other oper-
ating income and expenses. Proceeds from
the sale are determined as the difference be
-
tween the selling price and the residual ac-
quisition cost.
• any costs directly attributable to
ensuring that the asset is in such
location and condition that it is
capable of operating as intended by the
management.
Interest expenses relating to the acquisition
of property, plant and equipment are recog-
nised through prot or loss.
If an item of property, plant or equipment
consists of several components with differ-
ent useful lives, each part is treated as a
separate asset. In such cases, the expenses
related to replacing a component are capi-
talised, and any residual acquisitions cost
is written off from the balance sheet in con-
junction with the replacement. In other cas-
es, any expenses arising later are included
in the value of an item of property, plant or
equipment only if the Group is likely to prof-
it from the future nancial benet related to
the item and if the cost of the asset can be
measured reliably. Other repair and mainte-
nance expenses are recognised through prof-
it or loss at the time they occur.
Assets are depreciated using the straight-
line depreciation over their remaining useful
lives. Land areas are not depreciated.
The estimated useful lives are as follows:
Buildings and
constructions 20 years
Machinery and
equipment 3–5 years
Vehicles 3–6 years
Other tangible assets 3–5 years
The residual value and useful life of an asset
is reviewed at the end of each nancial pe-
riod, and if the expectations differ from pre-
vious estimates, the change is treated as a
change in an accounting estimate.
The gain and loss arising from the dispos-
al of items of property, plant or equipment
is recognised through prot or loss and pre-
sented in other operating income and expens-
es. Proceeds from the sale are determined as
the difference between the selling price and
the residual acquisition cost.
GOVERNMENT GRANTS
Government grants are recognised as reduc-
tions from the carrying amount of property,
plant and equipment when it is reasonably
sure that the Group meets the requirements
for the grant and is likely to be awarded the
grant. Grants are recognised through lower
depreciation during the useful life of an as-
set. Grants received as compensation for ex-
penses incurred are recognised through prof-
it or loss in the same period as the expenses
are recognised as a cost and are presented
in other operating income.
35
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
34
LEASES
Group as the lessee
As a lessee, Consti recognises at the begin-
ning of the rental period a right-of-use asset
representing its right to use the underlying
asset and a lease liability representing its ob-
ligation to make lease payments.
Right-of-use asset is recognised in the
balance sheet at the commencement date
of the lease, which is the date that the un-
derlying asset is made available for Consti’s
use. Right-of-use asset is recognised in the
balance sheet amounting to the present val-
ue of the future lease payments discounted
with the incremental borrowing rate and is
depreciated over the contract period or over
the useful life of the asset, depending which
one is the shorter. In calculating the present
value of lease payments, incremental borrow-
ing rate is used because the interest rate im-
plicit in the lease is not readily determina-
ble. VAT is not included in the measurement
of the lease liability. Lease liabilities are in-
cluded in nancial liabilities.
Lease payments related to short-term leas-
es and leases of low value items are recog-
nised as an expense on a straight-line basis
over the contract period.
Group as the lessor
The Group has no lease agreements where
it is a lessor.
EMPLOYEE BENEFITS
Pension obligations
Pension obligations are classied as dened
benet and dened contribution plans. Pen-
sion schemes for the Group’s employees are
arranged as statutory pension insurance with
an external pension insurance company. The
arrangement is classied as a dened contri-
bution plan. In a dened contribution plan,
the Group makes xed payments to a sepa-
rate entity, and the payments are recognised
during the nancial period they are contrib-
uted. The Group has no legal or constructive
obligations to pay further contributions if the
payee is unable to pay the pension benets
to the employees.
Share-based payments
The group has a share-based incentive plan
for its key people. The plan offers the key
people included in the plan the opportuni
-
ty to earn Company shares as bonuses by al-
tering half or all of their performance based
bonuses into shares. The plan’s possible bo-
nus will be paid to participants after a two-
year engagement period, in part as company
shares and in part as cash. As of 31 Decem-
ber 2021, the plan included 58 key people
including the Management Team.
The Group has an option scheme in place.
Option rights are valued at their fair value
at the time they were granted and are rec-
ognised in the income statement under
employee benets as an expense in equal
portions during the vesting period. The ex-
pense dened at the time the options were
granted is based on the Group’s estimate of
the amount of options assumed to be vest-
ed at the end of the vesting period. The fair
value of options has been dened based on
the Black-Scholes pricing model. Assump-
tions concerning the nal amount of options
are updated on each reporting date and the
changes in the estimates are recognised in
prot or loss. When option rights are exer-
cised, proceeds from share subscriptions (ad-
justed with potential transaction costs) are
recognised under equity.
PROVISIONS AND
CONTINGENT LIABILITIES
A provision is recognised on the balance
sheet when the Group has a present legal
or constructive obligation as a result of a
previous event, when it is likely that a pay-
ment obligation must be fullled and when
the amount of the obligation can be estimat-
ed reliably. The amount recognised as a pro-
vision corresponds to the best estimate of
the expenses required to settle an existing
obligation at the end of the reporting peri-
od. Changes in provisions are recognised un-
der the same item in the income statement
where the provision was initially recognised.
Provisions arise for repairing faults detect-
ed in products during their warranty periods
and for onerous contracts, for example. The
amount of a warranty reserve is based on
proven knowledge of provision warranty ex-
penses. Provisions are recognised for onerous
contracts when the direct necessary expens-
es to full the obligation exceed the benets
received from the contract. Provisions are not
discounted, as the Group estimates that it
will use them within the next two years and
because discounting would not be of sub-
stantial importance.
A contingent liability is a possible obliga-
tion arising from past events, the existence of
which is conrmed only by the future occur-
rence or non-occurence of one or more un-
certain events that are not entirely within the
Group’s control, or from an existing payment
obligation that is not likely to occur or the
amount of which cannot be determined with
sufcient reliability. Contingent liabilities are
not recognised on the balance sheet. Instead,
they are presented in the notes to the nan-
cial statements, unless the occurrence of a
payment obligation is highly unlikely.
INCOME TAXES
The tax expense for the reporting period un-
der review is the aggregate amount of the tax
included in the prot or loss for the period in
respect of the current tax and deferred tax-
es. Taxes are recognised in prot or loss for
the period, with the exception of situations
where they are related to items in the other
comprehensive income or items directly rec-
ognised in equity, when the taxes are also
recognised in the items in question.
Taxes based on taxable
income for the period
The tax expense for the reporting period and
deferred tax liabilities (or assets) based on
prior periods’ taxable income are recognised
to the amount that is expected to be paid to
the tax authority (or received as a refund from
the tax authority), and they are determined
using tax rates and tax laws that have been
enacted or in practice enacted by the end of
the reporting period.
Deferred taxes
Deferred taxes are calculated on the basis of
temporary differences between the carrying
amount and the tax based amounts. However,
deferred tax liabilities or assets are not recog-
nised if they arise from the initial booking of
an asset or a liability when they are not relat-
ed to a business combination or the transac-
tion would not have an effect on the prot or
on the taxable income during its realisation.
Deferred tax assets are recognised to the
extent that it is probable that future taxable
prot will be available against which the tax
losses, unused tax credits or deductible tem-
porary differences can be utilised. Deferred
tax assets are assessed for realisability at the
end of each reporting period.
Deferred taxes are determined using tax
rates and tax laws that have been enacted
or in practice enacted by the end of the re-
porting period.
With regard to the Group, the most signi-
cant temporary differences arise from depre-
ciation of property, plant and equipment, the
measurement of derivative contracts at fair
value and adjustments based on fair value
in conjunction with business combinations.
The Group offsets deferred tax assets and
deferred tax liabilities only in the event that
the Group has a legally enforceable right to
set off current tax liabilities against current
tax assets and the deferred tax assets and
liabilities are related to income tax levied
by the same tax authority, either from the
same taxable entity or different taxable en-
tities that intend to set off current tax assets
against liabilities or realise the assets and
settle the liabilities at the same time. This
concerns any future period during which a
signicant amount of deferred tax liabilities
are expected to be settled or a signicant
amount of deferred tax assets are expected
to be recovered.
REVENUE RECOGNITION
Income from contracts with customers, meas-
ured at fair value and adjusted for indirect
taxes and rebates, is presented as revenue.
Project deliveries
Project deliveries form a signicant part of
Consti’s net sales. Project deliveries include
building technology, pipeline renovations,
renovation contracting, facade renovations,
and other demanding renovation contracts
and service contracts, which Consti has de-
termined as signicant based on both value
and duration.
FINANCIAL ASSETS AND LIABILITIES
Financial assets
The Group’s nancial assets are divided into
the following categories: nancial assets
measured at amortized cost, nancial as-
sets recognised at fair value through prot
or loss and nancial assets recognised at fair
value through other comprehensive income.
Financial assets are classied at their in-
itial recognition, based on the objective of
the business model and the characteristics of
contractual cash ows of the investment, and
the Group recognises nancial assets on the
balance sheet when it becomes party to the
terms and conditions of an instrument. The
Group’s management determines the classi-
cation in conjunction with the initial recog-
nition. All purchases and sales of nancial
assets are recognised on the settlement date.
Financial assets are derecognised from the
balance sheet when the contractual right to
the cash ows generated by the nancial as-
sets expires or when the Group transfers the
risks and rewards related to ownership of the
nancial asset outside the Group.
All nancial assets are measured at fair
value at the initial recognition. Transaction
costs directly related to the acquisition of a
nancial asset are included in the initial car-
rying amount of a nancial asset if the item
is not measured at fair value through prot
or loss. Transaction costs related to nancial
assets recognised at fair value are immedi-
ately expensed.
Financial assets measured at amortized
cost are nancial assets with xed or de-
terminable payments that are not quoted
in an active market or the Group does not
hold those for trading or specically classify
those as nancial assets recognised at fair
value through prot or loss at their initial
recognition. With regard to the Group, this
item includes trade receivables. By their na-
ture, they are included in current or non-cur-
rent assets on the balance sheet; in non-cur-
rent assets if they mature in more than 12
months.
Financial assets recognised at fair value
through other comprehensive income include
those nancial assets that are held with the
objective of both collecting contractual cash
ows and eventually selling the nancial as-
set. They are included in non-current assets,
unless they are intended to be held for a pe-
riod shorter than 12 months after the end
of the reporting period, in which case they
are included in current assets. Changes in
fair value of nancial assets in this catego-
ry are recognised in items of other compre-
hensive income and presented in the fair val-
ue reserve, taking account of the tax effect.
Changes in fair value are transferred from the
fair value reserve to nancial income and ex-
penses when the Group sells a nancial as-
set or when impairment must be recognised.
Financial assets recognised at fair value
through prot or loss include items that do
not meet the criteria of other groups. With
Identifying contracts
IFRS 15 includes criteria for assessing both
contract identication and combination. If
two or more simultaneous contracts have
been made with the same customer or a re-
lated party of the customer relating to the
same entity, the contracts are combined and
handled as if they were one contract.
Combinable contracts have been identied
particularly in total building technology de-
liveries, such as heating, water, ventilation,
electricity, and automation instalments. In
such cases the contracts are combined ei-
ther because they are negotiated as one en-
tity with one commercial purpose, or because
the services outlined in the contract form one
performance obligation.
Contract changes
Changes made in customer contracts do
not typically full the IFRS 15 standard’s
requirements for handling the change as a
separate contract. The contract changes are
thus handled as part of the total work. The
contract changes are combined because the
services related to the contract change can-
not be separated from the original perfor-
mance obligation.
Identifying performance obligations
When the contract is made the promised ser-
vices included in the contract are assessed
and the performance obligations to the cus-
tomer are identied. In Consti’s project de-
liveries, work and material shares cannot be
separated. In projects including design re-
sponsibility, the design and building phas-
es of the project can be divided into their
own performance obligations. In addition, in
Consti’s total deliveries, it is possible to di-
vide work into performance obligations based
on for example separate parts of construction
work and building technology.
Determining transaction price
for performance obligations
The transaction price is the compensation
that the Group expects to be entitled to for
the provided services. In customer contracts
the promised compensation can include xed
or variable monetary compensation or both.
The Group’s project deliveries are typically
priced either as xed price contracts, target
price contracts or as cost + fee contracts.
For variable consideration the Group esti-
mates the compensation to which it is enti-
tled to for delivering the promised services to
the customer. In estimating the variable con-
sideration, it is essential that the amount of
revenue recognised is limited to an amount
in which it is highly probable that a signif-
icant reversal in the amount of cumulative
revenue recognised will not occur when un-
certainty associated with the variable consid-
eration is subsequently resolved.
Transaction price is allocated to each per-
formance obligation based on the compen-
sation that the Group expects to be entitled
to in exchange for transferring the promised
services to the customer.
The amount of revenue recognised has in-
cluded management estimates, and recog-
nition has been based on the management’s
best estimate on the compensation the Group
expects to be entitled.
Revenue recognition
The Group recognises revenue when it fulls
its performance obligation by handing over
the promised service to the customer. In pro-
ject deliveries Consti’s business is based on
work conducted on an asset owned by the
customer, in which the customer gains con-
trol of the created asset as soon as Consti’s
performance creates the asset. Revenue rec-
ognition occurs gradually as the project ad-
vances and the customer gains control of the
promised asset.
The stage of completion is determined by
calculating each contract’s aggregate amount
of costs incurred in proportion of estimated
total costs relating to contract in question.
Revenue is recognised according to a corre-
sponding amount.
When it is probable that the total costs
of the contract will exceed the total reve-
nue from the contract, the expected loss will
immediately be recognised as an expense.
Changes in estimates concerning the reve-
nue from, cost of or the nal result of a con-
tract are treated as changes in accounting
estimates.
If the costs arising from and prots rec-
ognised for a construction contract exceed
the amount invoiced in advance, the differ-
ence will be presented in “Trade and oth-
er receivables” on the balance sheet. If the
costs arising from and prots recognised for
a construction contract are less than its ad-
vance invoicing, the difference is presented
in “Trade and other payables”.
Other cost + fee projects
and service contracts
Other cost + fee projects and service con-
tracts include small cost + fee based build-
ing technology, pipeline renovation, renova-
tion contracting, facade renovations, and oth-
er worksite renovation contracts and service
contracts. This category also includes techni-
cal repair and maintenance services for con-
tract customers.
In other cost + fee projects and ser-
vice contracts, revenue is recognised when
Consti’s performance creates an asset and
the customer receives and consumes ben-
ets acquired from the performance as the
service is delivered.
Interest and dividend income
Interest income is recognised using the ef-
fective interest method, and dividends are
recognised once the right to the dividend
has occurred.
37
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
36
regard to the Group, this item includes un-
listed shares. This category also includes -
nancial assets or derivatives that are not sub-
ject to hedge accounting in accordance with
IFRS 9. Derivatives are initially recognised
at fair value when the Group becomes party
to a contract and are later measured at fair
value. Interest rate swaps are used to hedge
against changes in market rates of interest,
and changes in the fair value of interest rate
swaps are recognised in nancial income or
expenses during the period they occur. De-
rivatives are non-current receivables (“Re-
ceivables”) if their maturity is more than 12
months and current receivables (“Trade and
other receivables”) if their residual maturi-
ty is under 12 months. Derivatives can also
be regarded as liabilities. Their accounting
principles are explained below under “Finan-
cial liabilities”.
Impairment of nancial assets
At the end of each reporting period, the
Group assesses whether there is objective
evidence that the value of an item included
in nancial assets is impaired. The value of
a nancial asset is deemed to be impaired
if its carrying amount exceeds its recovera-
ble amount. If there is objective evidence
that an item included in nancial assets that
is recognised at amortised cost may be im-
paired, the impairment loss is expensed. If
the amount of the impairment loss decreases
in a future nancial period and the decrease
can be considered to arise from an event that
occurred after the impairment loss was rec-
ognised, the impairment recognised on the
nancial asset item is derecognised.
Cash and cash equivalents
Cash and cash equivalents consist of cash
at banks and on hand, demand deposits and
other liquid money market investments with
an initial maturity of 3 months or less. They
are presented on the balance sheet at cost
and their revenue is presented under nan-
cial income. The account limits available for
the Group are included on the balance sheet
under current liabilities as a net amount, as
the Group has a contractual right to settle
the net amount.
Financial liabilities
The Group’s nancial liabilities are classi-
ed into two categories: nancial liabilities
measured at amortized cost and nancial lia-
bilities recognised at fair value through prof-
it or loss.
Financial liabilities are recognised in the
balance sheet on the settlement date and
derecognised once the contractual obliga-
tions related to them expire or are transferred
outside the Group.
Financial liabilities measured at amortized
cost are initially recognised at fair value. Any
transaction costs relating to the subscription
of the loans are included in the initial carry-
ing amount. Financial liabilities may be cur-
rent or non-current. Financial liabilities are
later measured at amortised cost using the
effective interest method.
Financial liabilities recognised at fair val-
ue through prot or loss include operating
and nancing interest rate swaps which do
not full the hedge accounting requirements
under IFRS 9. Derivatives are initially recog-
nised at fair value when the Group enters into
a contract and are later measured at fair val-
ue. Interest rate swaps are used for hedging
against uctuations in market rates, and any
changes in their fair value are recognised un-
der nancial income or expenses during the
period they occur. Derivatives are treated as
non-current liabilities (Other liabilities) when
their maturity is more than 12 months and
as current liabilities (Trade and other pay-
ables) when their residual maturity is less
than 12 months.
Derivative contracts
and hedge accounting
Derivative contracts are treated in accord-
ance with IFRS 9 Financial Instruments
-standard. The Group has classied all of its
derivatives as held-for-trading, as it does not
apply hedge accounting in accordance with
the IFRS 9 standard. The derivatives held for
trading are interest rate swaps that are meas-
ured at fair value. The fair value of the deriv-
atives is recognised under other non-current
or current assets and liabilities. Both unreal-
ised and realised gains and losses resulting
from changes in fair value are recognised un-
der nancial items in the income statement
during the nancial period in which they oc
-
cur. Consti had no derivative contracts on
31 December 2021 (31 December 2020).
EQUITY
Share capital is presented as the nominal val-
ue of the ordinary shares. Costs relating to
the issue or purchase of own equity instru-
ments are deducted from equity.
The distribution of dividends proposed by
the Board of Directors to the Annual General
Meeting is recognised as a liability and de-
ducted from the equity in the consolidated
balance sheet for the period in which the An-
nual General Meeting approves the dividend.
KEY ACCOUNTING ESTIMATES AND
DECISIONS BASED ON JUDGEMENT
In the course of preparing the nancial state-
ments, the Company’s management makes
estimates and assumptions about the future
which involve an amount of uncertainty. Such
estimates and assumptions may later prove
inaccurate compared with actual outcomes.
The estimates are based on the manage-
ment’s prior experience, the best informa-
tion available at the end of each reporting
period and reasonable assumptions. Addi-
tionally, it is necessary to exercise judgment
in the application of the accounting princi-
ples, especially in cases where IFRS stand-
ards provide alternative ways of treating var-
ious items. The sections below present the
key accounting estimates and assumptions
included in the nancial statements.
Impairment of goodwill
Goodwill is tested for impairment annually,
or more frequently if necessary, in accord-
ance with the principles presented in note
16. The impairment testing of goodwill re-
quires determining amounts recoverable by
the cash-generating units. The determining
of amounts recoverable requires the man-
agement to make estimates and judgments
on future cash ows and the rates used for
discounting these cash ows. The manage-
ment bases its estimates on the best infor-
mation available on the future outlook at the
end of the reporting period and on the cur-
rent market conditions at the time. The ef-
fect of covid-19 as a factor increasing uncer-
tainty has been taken into account in cash-
ow forecasts.
Recognition of revenue from
contracts with customers
Revenue recognition based on stage of com-
pletion requires the management to make
estimates of the costs accrued by the end of
the reporting period in relation to the esti-
mated overall costs of a contract. In addition,
the management must make estimates of the
costs needed to complete the contract and of
any change in sales prices. If estimates of a
contract’s revenue, costs or outcome change,
the new estimates are used to determine rec-
ognised income and expenses in the period
in which the changes are made and in sub-
sequent periods. Expected losses are imme-
diately expensed.
Deferred tax assets
The Group has recognised deferred tax as-
sets on temporary differences and tax losses
to the extent that it is probable that future
taxable prot will be available against which
the tax-deductible temporary differences and
unused tax credits and tax losses can be uti-
lised. Estimating the amount of taxable prot
available in the future requires the manage-
ment to exercise judgment and is based on
estimates made by the management at the
end of the reporting period.
Lease agreements
The Group has dened that the term of a
lease agreement is the non-cancellable pe-
riod of a lease adjusted with any option to
extend or terminate the lease if the use of
such option is probable. Management judge-
ment is applied in determining the probabil-
ity to use any option to extend or terminate
the lease, if such an option is included in the
lease agreement. In addition, management
judgement is applied in dening the incre-
mental borrowing rate used to calculate the
present value of the future lease payments.
The Group has some lease agreements re-
lating to business premises and warehous-
es, which are valid until further notice. For
such agreements, management judgement
is applied in evaluating the lease term. In
evaluating the lease term, the importance of
the underlying asset to Consti’s operations is
considered, taking into account whether the
underlying asset is a specialised asset, the
location of the underlying asset and the avail-
ability of suitable alternatives. The manage-
ment reassesses the lease term regularly to
ensure that lease term reects the current
circumstances.
Trade receivables
The bad debt provision for the accounts re-
ceivable is recognized on the basis of cred-
it quality evaluation and using the expect-
ed credit loss model. At the end of each re-
porting period, the management estimates
the amount of the credit risk and recognis-
es a credit loss reserve for trade receivables
that are unlikely to be paid in full. The es-
timates are based on systematic credit con-
trol, prior experience of realised credit loss-
es and economic circumstances at the time
of estimation. Based on the assessment at
the end of the reporting period, the corona-
virus pandemic (covid-19) had no effect on
credit loss risks / provision.
EVALUATION OF FUTURE EFFECTS
OF NEW STANDARDS AND
INTERPRETATIONS
The Group estimates that the new and re-
newed standards and interpretations pub-
lished by IASB that the group has not yet
applied do not have a signicant impact on
the group’s nancial statement.
39
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
38
2. Operating segments
EUR 1,000
2021 2020
Net sales
Housing Companies 89,998 86,145
Corporations 100,956 90,589
Public Sector 37,659 41,431
Bulding Technology 72,884 69,350
Parent company and eliminations –12,725 –12,868
Total 288,773 274,646
Information on key customers
In the 1 January–31 December 2021 and 1 January–31 December 2020 nancial years, the Consti Group had a large
number of customers. During scal year 1 January–31 December 2021 there were no individual customers accounting
for a signicant proportion of the Consti Group’s net sales. During scal year 1 January–31 December 2020 Consti
Group’s net sales from one Public Sector and Housing Companies business area’s customer amounted to approximately
45,1 million euro, which was 16% of the Group’s total net sales.
Segment information
The Consti Group’s parent company is Consti
Plc. Consti Group consists of four comple-
mentary operating segments based in Fin-
land: Housing Companies, Corporations,
Public Sector and Building Technology. Due
to the Consti Group’s management structure,
the nature of its operations and the similar-
ity of the operating segments, the operating
segments are combined into a single report-
ing segment that also includes group servic
-
es and other items, for the purpose of seg-
ment reporting in accordance with IFRS 8.
The highest operational decision-making
body is Consti Group’s Board of Directors,
for which the Chairman of the Board and the
Managing Director prepare and present de-
cision proposals.
The Board of Directors assesses the
Group’s nancial position as a whole, rath-
er than examining it on the basis of the op-
erating segments’ results. Reporting on sep-
arate operating segments is deemed to be
of limited value to the users of the nancial
statements because the segments’ nancial
characteristics and long-term nancial prof-
itability are similar.
In addition to their nancial characteris-
tics, the business areas are similar in the
following respects: The Group offers reno-
vation services in all of its business areas.
The Group’s production process consists of
repairs, modication work or servicing and
maintenance tasks performed in the cus-
tomers’ premises. All the business areas do
business with all customer groups with some
exceptions. Services are often cross-sold to
the same customers by combining different
business areas services in a single package.
Moreover, the methods used in providing ser-
vices are divided according to the nature of
each service process.
3. Business combinations
The acquisitions complement the Company’s service offering. The goodwill recognised on the acquisition is attributable to the special ex-
pertise transferred with the company.
Acquired assets and liabilities
Fair values of the identied assets and liabilities of the businesses acquired in 2021, after their combination:
A total of 49,292 own shares were transferred related to the purchase of the shares of RA-Urakointi Oy to cover part of the purchase price.
The value of the transferred shares was calculated based on the weighted average share price of the Company in accordance with the terms
of the share purchase agreement. In the period of 1 Jun 2021–25 Aug 2021 it was approximately EUR 628 thousand.
The transaction costs arising from the acquisition, totalling EUR 104 thousand have been recognised as expenses and are included under
administrative expenses.
Business combinations in 2020
No acquisitions in nancial year 2020.
4. Revenue from contracts with customers EUR 1,000 2021 2020
Net sales classication according to IFRS 15
Project deliveries
Housing Companies 87,907 83,806
Corporations 93,291 77,852
Public Sector 37,657 41,431
Bulding Technology 65,919 60,703
Parent company and eliminations -12,725 -12,868
Total project deliveries 272,049 250,923
Other cost + fee projects and service contracts
Housing Companies 2,092 2,339
Corporations 7,665 12,737
Public Sector 2 0
Bulding Technology 6,965 8,647
Parent company and eliminations 0 0
Total other cost + fee projects and service contracts 16,724 23,723
Total net sales 288,773 274,646
Accounts receivable and contract assets and liabilities 2021 2020
Trade receivables 28,517 39,192
Receivables from project deliveries and cost + fee accruals 10,453 7,694
Advances received from project deliveries and cost + fee accruals 11,816 25,980
ACQUIRED BUSINESS Country Type Date of
acquisition
Acquired share No. of employees Estimated annual net
sales (€m)
RA-Urakointi Oy Finland Share
deal
31 Aug
2021
100 % 30 8,4
EUR 1,000 Fair value
Assets
Property, plant and equipment 567
Intangible assets 178
Cash and cash equivalents 1,732
Inventories 183
Trade and other receivables 1,105
Shares and other non-current nancial assets 40
Total assets 3,806
EUR 1,000 Fair value
Liabilities
Trade and other payables 1,070
Interest-bearing liabilities 54
Deferred tax liabilities 130
Total liabilities 1,254
Fair value of identied net assets, total 2,552
Goodwill arising from acquisitions 897
Amount of consideration transferred 3,449
41
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
40
5. Other operating income EUR 1,000 2021 2020
Capital gains from the sale of property, plant and equipment 122 184
Insurance indemnities received 210 261
Other income items 98 66
Total 430 511
6. Materials and services EUR 1,000
2021 2020
Purchases of materials, supplies and goods 54,504 48,160
Increase (-) or decrease (+) in inventories 12 -26
External services 152,237 143,577
Total 206,753 191,711
7. Employee benet expenses EUR 1,000 2021 2020
Salaries 48,920 47,571
Pension expenses 8,427 7,765
Share-based payments 661 572
Other social security expenses 1,759 2,200
Total 59,767 58,108
Average number of personnel during the nancial year, by group:
White collar 410 411
Blue collar 559 560
Total 969 971
Information on the management’s employee benets and loans is presented in note 27. Related party transactions.
8. Other operating expenses EUR 1,000 2021 2020
Capital losses on and scrapping of property, plant and equipment 4 0
Production operating and maintenance expenses 2,699 2,674
Costs of facilities 385 316
Voluntary social security expenses 1,605 1,653
Travel expenses 2,600 2,649
Vehicle costs 962 902
Other xed expenses 5,227 5,705
Total 13,482 13,899
Auditor's fees
Audit 208 216
Other assignments and statements of the auditor 0 7
Total 208 223
9. Depreciation and amortisation EUR 1,000 2021 2020
Depreciation by asset type
Intangible assets
Allocation of acquisitions 102 –
Other intangible assets 105 136
Other intangible assets, right-of-use assets 103 100
Property, plant and equipment
Buildings and structures 65 86
Buildings and structures, right-of-use assets 1,611 1,314
Allocation of acquisitions 31 –
Machinery and equipment 901 928
Machinery and equipment, right-of-use assets 578 638
Total depreciation and amortisation 3,497 3,203
10. Financial income and expenses EUR 1,000 2021 2020
Financial income
Interest income and other nancial income 139 4
Total nancial income 139 4
Financial expenses
Interest expenses on loans recognised at amortised cost 762 517
Interest expenses on lease liabilities 52 80
Other nancial expenses 447 408
Total nancial expenses 1,261 1,006
Net nancial expenses 1,122 1,002
Receivables from project deliveries and cost
+ fee accruals relate to conditional right to
consideration for performance obligations
satised over time in Consti’s project deliv-
ery contracts and cost + fee contracts. It is
recognised when the recognised revenue ex-
ceeds the amounts billed to the customer
and is contingent due to factors other than
the passage of time. Receivables from pro-
ject deliveries and cost + fee accruals are
stated at the net realisable value, classied
as contract assets, and reported as a part of
the separate balance sheet line item Trade
and other receivables. An impairment loss
for contract assets, if needed, is estimated
based on expected credit loss model and in
-
dividual analysis.
Advances received from project deliveries
and cost + fee accruals relate to payments
received from project delivery contracts and
cost + fee contracts prior to fullling per-
formance obligations, or when the custom-
er invoicing exceeds the recognized amount
of sales. Advances received from project de-
liveries and cost + fee accruals are recog-
nized as revenue when Consti has fullled
its performance obligations and are classi-
ed as contract liabilities and reported as a
part of the separate balance sheet line item
Trade and other payables.
Changes in receivables from project deliv-
eries and cost + fee accruals and advances
received from project deliveries and cost +
fee accruals are following the development
of business. No material amounts of revenue
were recognized during the reporting period
due to changes in transaction prices or es-
timates for performance obligations partial-
ly or fully satised in previous years. There
were no signicant impairment charges rec-
ognized during the reporting period from the
contract assets.
The transaction price allocated to the remaining performance obligations
as at 31 Dec: 2021 2020
Within one year 188,605 172,001
More than one year 29,973 5,856
Total order backlog 218,578 177,857
43
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
42
Consolidated balance sheet
The balance sheet includes the following items: 2021 2020
Deferred tax assets 465 386
Deferred tax liabilities -204 -108
Deferred tax assets(/liabilities), net 261 278
Reconciliation of deferred (net) tax asset
Deferred tax assets at the beginning of the period 278 741
Deferred tax income(/expenses) in the consolidated statement of comprehensive income 113 -462
Deferred taxes transferred in the combination of business operations -130 0
Deferred tax assets at the end of the period 261 278
11. Income taxes EUR 1,000 2021 2020
The key components of income taxes in the nancial periods ending on 31
December 2021 and 31 December 2020 are as follows:
Consolidated statement of comprehensive income
Current income taxes 976 1019
Taxes for the previous nancial periods 3 79
Deferred taxes
Origination and reversal of temporary differences -113 462
Total 866 1560
Taxes recognised directly under equity – –
Reconciliation of tax expenses and taxes calculated on the basis
of the Finnish tax rate of 20%:
Earnings before taxes 4,583 7,235
Taxes calculated on the basis of the Finnish tax rate of 20% (20% 2020) 917 1447
Adjustments to taxes for previous nancial years -133 0
Income not subject to tax 0 0
Non-deductible expenses 79 34
Taxes for prior nancial periods 3 79
Income taxes in the income statement 866 1560
Deferred taxes
Deferred taxes in the nancial period consisted of the following components:
Reconciliation of deferred tax assets Consolidated balance sheet
Consolidated income
statement
2021 2020 2021 2020
Depreciation not deducted in taxation 22 120 -98 -13
Deductible goodwill depreciation -105 -105 0 -7
Capitalisation of tangible and intangible assets -92 6 32 5
Losses conrmed in taxation 0 0 0 -188
Provisions 71 35 36 -11
Other items
1)
365 222 143 -249
Deferred tax assets (/-liabilities), net 261 278
Deferred tax expenses (/income) 113 -462
1)
The other items for scal period 2021 mainly refer to costs related to share based payments and option scheme. As at 31 Dec 2021, the Group
had deductible intra-Group interests of EUR 0 thousand (EUR 363 thousand in 2020).
The net of deferred tax assets and liabilities is presented only if they can be offset under a legally enforceable right and concern income taxes
collected by the same tax recipient.
Group had no unused tax losses as at 31 Dec 2021 (31 Dec 2020).
12. Earnings per share
Earnings per share 2021 2020
Prot for the period attributable to the shareholders of the parent (EUR 1,000) 3,717 5,675
Hybrid bond’s accrued interests after tax (EUR 1,000) -71 -312
Prot for the period attributable to the shareholders of the parent adjusted
with the effect of the hybrid bond (EUR 1,000) 3,646 5,363
Weighted average number of shares during the period 7,679,882 7,668,170
Earnings per share, undiluted (€) 0.47 0.70
Earnings per share, diluted 2021 2020
Prot for the period attributable to the shareholders of the parent adjusted
with the effect of the hybrid bond (EUR 1,000) 3,646 5,363
Diluted prot for the period (EUR 1,000) 3,646 5,363
Weighted average number of shares during the period 7,679,882 7,668,170
Weighted average number of diluted shares during the period 7,888,865 7,769,006
Earnings per share, diluted (€) 0.46 0.69
The undiluted earnings per share are calculated by dividing the prof-
it for the period attributable to the shareholders of the parent by the
weighted average share-issue-adjusted number of shares outstand-
ing during the period.
Diluted earnings per share are calculated by adjusting the weight
-
ed average number of shares outstanding to assume conversion of
all dilutive potential shares. Additionally, the prot for the period at
-
tributable to the shareholders of the parent is adjusted with interest
recognised in the period related to dilutive potential ordinary shares,
taking into account any tax effects.
45
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
44
13. Property, plant and equipment EUR 1,000
Land
areas
Buildings and
structures
Machinery and
equipment
Other
property, plant
and equipment Total
Acquisition cost 1 Jan 2021 565 5,641 14,497 4 20,707
Additions - 4,435 1,756 - 6,190
Business combinations - - 567 - 567
Disposals - -93 -504 - -597
Acquisition cost 31 Dec 2021 565 9,983 16,316 4 26,867
Depreciation and impairment
1 Jan 2021 - 4,184 11,381 - 15,565
Depreciation for the period - 1,669 1,511 - 3,179
Disposals - -86 -362 - -447
Depreciation and impairment
31 Dec 2021 - 5,767 12,530 - 18,297
Carrying amount 31 Dec 2021 565 4,216 3,786 4 8,571
Acquisition cost 1 Jan 2020 565 5,294 13,652 4 19,515
Additions - 347 1,598 - 1,946
Business combinations - - - - -
Disposals - - -754 - -754
Acquisition cost 31 Dec 2020 565 5,641 14,497 4 20,707
Depreciation and impairment
1 Jan 2020 - 2,783 10,393 - 13,177
Depreciation for the period - 1,400 1,566 - 2,966
Disposals - - -578 - -578
Depreciation and impairment
31 Dec 2020 - 4,184 11,381 - 15,565
Carrying amount 31 Dec 2020 565 1,457 3,116 4 5,142
The amount of right-of-use assets included in buildings and structures and in machinery and equipment and the changes
in the amounts during the nancial year are presented in Note 15.
Impairment
No impairment losses were recognised on the Group’s production machinery in 2021.
Grants
The Group did not receive any grants for the acquisition of property, plant or equipment in 2021.
14. Intangible assets EUR 1,000
Goodwill
Other
intangible assets Total
Acquisition cost 1 Jan 2021 48,604 6,225 54,829
Additions - 117 117
Business combinations 897 178 1,075
Acquisition cost 31 Dec 2021 49,501 6,520 56,022
Depreciation and impairment 1 Jan 2021 - 5,824 5,824
Depreciation for the period - 310 310
Depreciation and impairment 31 Dec 2021 - 6,134 6,134
Carrying amount 31 Dec 2021 49,501 386 49,888
Acquisition cost 1 Jan 2020 48,604 6,025 54,629
Additions - 200 200
Business combinations - - -
Acquisition cost 31 Dec 2020 48,604 6,225 54,829
Depreciation and impairment 1 Jan 2020 - 5,587 5,587
Depreciation for the period - 236 236
Depreciation and impairment 31 Dec 2020 - 5,824 5,824
Carrying amount 31 Dec 2020 48,604 401 49,005
Other intangible assets include patents, licences, software, and customer agreements and related customer
relationships acquired in business combinations.
The amount of right-of-use assets included in other intangible assets and the changes in the amounts during the
nancial year are presented in Note 15.
15. Lease agreements EUR 1,000
The impact of the leases recognised in balance sheet on prot or loss and balance sheet is presented
in tables below:
Buildings and
structures
Machinery and
equipment
Other
intangible
assets Total Lease liabilities
1 Jan 2021 1,197 1,068 140 2,406 2,454
Additions 4,351 482 78 4,912 4,910
Depreciations -1,611 -578 -103 -2,292 -
Interest expense - - - - 52
Payments - - - - -2,130
31 Dec 2021 3,938 973 115 5,026 5,287
The Group has leased most of the business premises it uses. Main
part of the Group’s right-of-use assets consists of business prem-
ises and vans used in project and service business. The premises’
lease agreements have a maximum term of 5 years. In most cases
the agreements include the option to extend the lease after the orig-
inal expiry date. The business premise agreements have varying in-
dex, renovation and other terms.
The Group recognises lease payments related to short-term leas-
es and leases of low value items as an expense on a straight-line ba-
sis over the contract period. The income statement 2021 includes
EUR 225 thousand (EUR 220 thousand in 2020) of lease payments
related to short-term leases and EUR 6 thousand (EUR 5 thousand
in 2020) of lease payments related to leases of low value items.
The maturity prole of lease liabilities is presented in Note 18
and the division into non-current and current liabilities is present-
ed in Note 24.
The majority of investments into right-of-use assets in 2021 were
related to new headquarters in Helsinki and to renewed leasing con-
tracts of vans used in project and service business as well as to the
accounting of business premises and warehouses lease agreements
that are valid until further notice, in accordance with the IFRS 16
-standard.
47
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
46
16. Impairment testing on goodwill EUR 1,000
Carrying amount of goodwill allocated to cash-generating units
2021 2020
Housing companies 18,682 Housing companies 17,785
Corporations 16,687 Corporations 16,687
Public Sector 4,677 Public Sector 4,677
Building Technology 9,455 Building Technology 9,455
Total 49,501 Total 48,604
The outcome of goodwill testing is estimated by comparing the recoverable
amount (EV) with the carrying amount of the cash-generating unit (CA).
Ratio Estimate
EV < CA Write-down
EV 0–20% > CA Exceeds slightly
EV 20–50% > CA Exceeds clearly
EV 50%– > CA Exceeds signicantly
Consti Group operations are divided into four business areas: Hous-
ing Companies, Corporations, Public Sector and Building Technology.
Business areas represent the Group’s cash-generating units. Consti
Group’s goodwill on 31 December 2021 (31 December 2020) has
been allocated to the business areas based on values-in-use (VIU).
The Group tests goodwill for impairment annually or more frequent-
ly if circumstances indicate that impairment may have occurred. In
such an event, the carrying amount of the cash-generating unit is
compared with the recoverable amount, which is determined on the
basis of value-in-use calculations. When calculating cash ows for
value-in-use calculations, the forecast is based on the budget con-
rmed for the following year and the management’s best estimate
of the development of the Group’s business over the two years be-
yond that. The effect of covid-19 as a factor increasing uncertainty
has been taken into account in cash-ow forecasts. Cash ows after
the forecast period approved by management have been extrapolat-
ed using a steady 1% growth factor.
The Group conducted a goodwill impairment test on 31 December
2021, the result of which was that the recoverable amount signi-
cantly exceeds the carrying amount for all cash-generating units. The
range of variation of the discount rate used in the forecast calcula-
tion for the various cash-generating units has been between 12.81%
and 13.04% (12.50% and 13.73% in 2020) before taxes. Termi-
nal growth rate used in value-in-use calculations has been 1% (1%
in 2020). In the management’s best estimate, no possible change
in any key variable used in the calculation would lead to the need
to recognise impairment.
Key variables in the value-in-use calculations
The following key variables were used to determine value in use:
• EBITDA margin
• discount rate
• net sales growth in line with the strategy
• terminal growth rate
EBITDA margin
The EBITDA margin is based on the latest statistical information and
estimates of market trends, material costs, direct and indirect em-
ployment costs and the estimated trend in general costs.
Discount rate
The discount rate reects the current market evaluation of the risks
of cash-generating units, taking into consideration the time value of
money and the specied risks associated with assets that are not in-
cluded in cash-ow forecasts. The discount rate calculation is based
on the circumstances of the Group and its operating units and it is de-
termined on the basis of the weighted average cost of capital (WACC)
for the Group. WACC takes into consideration both debt and equity.
The capital structure used in the WACC calculation is based on the
median capital structure of selected listed Nordic companies that
are comparable. The cost of equity derives from the expected return
to Group investors, which takes into consideration the risk-free mar-
ket rate and the share risk on the Finnish share market and the risk
premium associated with size of the company. The sector-specic
risk is based on the median beta of selected listed Nordic compa-
nies that are comparable. The cost of debt is based on the costs of
interest-bearing debt which the Group is liable to pay. The discount
rate is determined before taxes.
Growth rate
Growth rate in the forecast period corresponds to the materialised
average long-term growth of the sector.
Terminal growth rate
The terminal growth rate is used to extrapolate cash ows beyond
the forecast period. Assumed growth does not exceed the average
long-term growth of the sector.
Impairment testing sensitivity analysis
The sensitivity analysis is based on an assumption of weakening
growth in cash ow during the forecast period and beyond. The rise
of interest rates in general and the decline in protability have also
been taken into account. Even a signicant change in these fac-
tors would not lead to recognition of an impairment for any of the
cash-generating units.
17. Financial assets and liabilities EUR 1,000 2021 2020
Financial assets
Carrying amount
and fair value
Carrying
amount and
fair value
Fair value
hierarchy Note
Financial assets recognised at fair value through prot or loss
Non-current nancial assets
Shares and other non-current nancial assets 57 17
Total nancial assets recognised at fair value through prot or loss 57 17
Financial assets measured at amortised cost
Current nancial assets
Trade receivables 28,517 39,192 20
Total nancial assets measured at amortised cost 28,517 39,192
Cash and cash equivalents 18,072 24,257 21
Total current nancial assets 46,589 63,449
Total nancial assets 46,647 63,466
2021 2020
Financial liabilities
Carrying amount
and fair value
Carrying
amount and
fair value
Fair value
hierarchy Note
Financial liabilities measured at amortised cost
Non-current nancial liabilities
Loans from nancial institutions 14,960 16,485 24
Non-current hire purchase debt 589 595 24
Lease liabilities 3,234 788 24
Current nancial liabilities
Loans from nancial institutions 2,000 1,000 24
Commercial papers 9,000 8,000 24
Current hire purchase debt 498 460 24
Lease liabilities 2,053 1,666 24
Trade payables 20,975 19,346 25
Total nancial liabilities measured at amortised cost 53,309 48,340
Total non-current nancial liabilities 18,783 17,869
Total current nancial liabilities 34,526 30,471
Total nancial liabilities 53,309 48,340
49
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
48
Notes on measuring at fair value
Shares and other non-current nancial assets are unlisted share in-
vestments. They have been measured at cost since there are no ac-
tive markets available to them and their fair value cannot be relia-
bly determined.
In the view of the management, the carrying amount of accounts
receivable, accounts payable, short-term credit and other short-term
debt is reasonably close to their fair value due to the short maturi-
ty of these items.
The fair values of loans from nancial institutions are based on
discounted cash ows. There is no material difference between fair
values and carrying amount as the loans are variable rate loans and
there has been no material change in the Group risk premium.
The fair values of lease liabilities are based on discounted cash
ows. There is no material difference between fair values and carry-
ing amount since the company would not be able to make new lease
agreements with a materially different interest rate.
Derivative contracts (interest rate swap) are measured at fair val-
ue and recognised through prot and loss. The basis of the fair val-
ue of derivative contracts is the price quoted by the counterparty on
the balance sheet date. The fair values of derivative contracts have
been classied at the fair value hierarchy level 2.
Level 1
Fair values are based on the listed (unadjusted) prices of identical assets or liabilities on active markets.
Level 2
Fair values are based to a material degree on inputs other than listed prices included in level 1 but nevertheless on in-
formation that is directly or indirectly observable for the asset or liability in question.
Level 3
Fair values are based on inputs concerning assets or liabilities that are not based on observable market information
but to a material degree on management estimates and their application in commonly accepted measurement models.
Fair value hierarchy for nancial assets and liabilities repeatedly measured at fair value
All assets and liabilities that are measured at fair value or the fair value of which is presented in the notes to the nancial statements are
classied as described below at fair value hierarchy levels based on the lowest level input that is signicant to the item measured at fair value:
18. Financial risk management
The aims of nancial risk managementt
The aim of the Group’s risk management is to minimise the adverse
effects of nancial market uctuations on the Group’s result. In its
business operations, the Group is exposed to interest rate, credit
and liquidity risks. The general principles of the Group’s risk man-
agement are approved by the Board of Directors, and their prac-
tical implementation is the responsibility of the nancial depart-
ment of the Group’s parent company together with the business ar-
eas. In the business areas, nancial matters are the responsibility
of nancial administration staff and the operational management.
The business areas are responsible for delivering accurate and up-
to-date information on their nancial position and cash ow to the
Group’s nancial administration department so as to ensure ef-
cient management of cash reserves, nancing, liquidity and risks.
The Group’s nancial administration department identies and
assesses risks and acquires the necessary instruments for liquidity,
credit and interest rate risks. In addition, it denes the main prin-
ciples for nancial risk management, cash management and spe-
cial areas related to nancing, such as commercial guarantees, re-
lations with nance providers and customer nancing.
The Group utilises derivative contracts in its risk management.
The Group’s risk management principles preclude speculative trad-
ing in derivatives.
Consti’s cash balance / cash funds include interest-bearing re-
ceivables, but apart from these its earnings and operating cash
ows are mostly independent of changes in market interest rates.
The Group’s main nancial liabilities, excluding derivative instru-
ments, consist of interest bearing loans and borrowings and trade
and other payables. The main purpose of nancial liabilities is to
nance and support the Group’s operating activities.
The Group does not apply hedge accounting.
Interest rate risk
The interest rate risk describes the risk of uctuations in the fair
value of future cash ows as a result of uctuations in market in-
terest rates. The Group’s exposure to uctuations in market interest
rates largely stems from its long-term variable-rate loan liabilities.
The Group manages the interest rate risk by having a suitable
allocation of xed-rate and variable-rate loans in its loan portfolio.
The Group manages this allocation through interest rate swaps,
with which it agrees the difference between a xed rate and a var-
iable rate on an agreed nominal principal amount over a certain
period of time.
At the end of the reporting period, the Group had no valid inter-
est rate swaps.
Consti monitors the sensitivity of its interest bearing loans and
borrowings to changes in interest rates and the effect of such chang-
es on the Group’s result before taxes. As other variables are kept
stable, the effect of increase in one percent unit in interest rate
would have been EUR 263 thousand (EUR 262 thousand in 2020)
in the result before taxes.
Credit risk
The credit risk describes the risk of a counterparty failing to ful
-
l its obligations based on a nancial instrument or customer con-
tract, leading to a credit loss. Consti’s credit risk is related to cus-
tomers with whom there are outstanding receivables or with whom
construction contracts have been made, as well as to counterparties
of nancial assets and derivative contracts. The Group’s nancial
administration department is responsible for managing the counter-
party risk related to cash assets and derivative contracts. The credit
risk relating to operating items, such as trade receivables, is the re-
sponsibility of the business areas.
The credit risk related to cash deposits made with banks and other
nancial institutions is managed by the Group’s nancial adminis-
tration department in accordance with the Group’s risk management
principles, and the selection of nancial instrument counterparties
is based on the management’s assessment of their creditworthiness.
The Company’s Board of Directors has approved the main bank used
by the Company and the counterparty and the limits of the deriva-
tive instruments. The Company’s management does not expect any
credit losses to arise from the counterparties to the nancial assets
and derivatives presented on the balance sheet.
The tools used for managing operational credit risks include ac-
cepting advance payments, front-loading payment schedules for
contracts and performing background checks on customers. The
majority of the Company’s business operations are based on relia-
ble and established customer relationships and on contract terms
and conditions generally accepted in the sector. The Company does
not have signicant credit risk concentrations in its receivables be-
cause it has a highly diversied clientele. On the reporting date, the
maximum exposure to credit risks was the carrying amount of each
nancial asset class. The Group does not have in its possession any
security for its receivables.
Outstanding trade receivables are tested for impairment on each
reporting date. The estimates are based on systematic credit con-
trol, prior experience of realised credit losses and economic circum-
stances at the time of estimation. Based on the assessment at the
end of the reporting period, the coronavirus pandemic (covid-19) had
no effect on credit loss risks / provision. During the nancial year,
the amount of impairment losses recognised through prot and loss
were EUR 4 thousand (EUR 8 thousand in 2020).
The age breakdown of the trade receivables has been presented
in note 20. Trade and other receivables.
Liquidity risk
The Group assesses and monitors the adequacy of its liquidity. The
Group strives to ensure the availability and exibility of nancing
with sufcient credit limit reserves and suitably long loan periods.
The assessment of nancing needs is based on a budget prepared
annually, a nancing forecast updated on a monthly basis and up-
to-date short-term cash planning. A hybrid bond of EUR 3.2 million
issued in March 2019 that was earlier included in Consti Group’s
equity, was redeemed in accordance with its terms and conditions
in March 2021. The Group’s nancial administration department is
responsible for ensuring adequate nancing.
At the date of the nancial statements on 31 December 2021, 42
% of the Group’s interest bearing debts are due within the following
year (31 December 2020 38 %), based on the book value present-
ed in the nancial statements.
The availability of the short-term nancing has been
presented below:
EUR 1,000 31 Dec 2021 31 Dec 2020
Undrawn loans 5,000 5,000
Cash and cash equivalents 18,072 24,257
Total 23,072 29,257
The key loan covenants are reported to lenders at three-month intervals. If the Group breaches any of the loan covenants, lenders may de-
mand accelerated loan repayments. The nancial covenants included in the loans are based on the Group’s gearing and the ratio of net
debt to adjusted EBITDA. At the balance sheet date, the Group’s interest-bearing net debt to adjusted EBITDA ratio was under the cove-
nant’s maximum level according to the conrmed calculation principles.
The Group’s management has not identied any signicant liquidity concentrations in its nancial assets or nancing sources.
51
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
50
EUR 1,000
31 Dec 2021 2022 2023 2024 2025 2026 2027– Total
Bank loans*
)
2,264 2,232 13,104 0 0 0 17,600
Commercial papers 9,000 0 0 0 0 0 9,000
Lease liabilities 2,116 1,178 925 857 341 0 5,418
Other interest bearing
liabilities 521 344 191 70 0 0 1,127
Trade payables 20,975 0 0 0 0 0 20,975
34,876 3,755 14,220 927 341 0 54,120
31 Dec 2020 2021 2022 2023 2024 2025 2026– Total
Bank loans 1,216 16,609 0 0 0 0 17,825
Commercial papers 8,000 0 0 0 0 0 8,000
Lease liabilities 1,708 573 182 44 4 0 2,512
Other interest bearing
liabilities 510 370 196 45 0 0 1,121
Trade payables 19,346 0 0 0 0 0 19,346
30,780 17,552 378 89 4 0 48,803
Capital risk management
The aim of the group’s capital risk management is to ascertain the
normal operating requirements for the business operations, to as-
certain optimal capital structure and minimize the cost of capital.
The capital is managed mainly by controlling investments and the
amount of working capital committed to the business.
In order to reach the goals, that the capital risk management of
the group aims, the group ascertains, that it meets the covenants re-
lated to the interest bearing debts that dene requirements for the
equity structure. The most signicant ratios concerning the capital
risk management are interest bearing net debt / EBITDA and gear-
ing, which are also loan covenants.
*) Consti renanced its long-term loan in June 2021. The old loans, amounting to 17.5 million euro in total, were paid in full and new
loans were taken amounting to 18.0 million euro. Renancing the loans extended the maturity by at least three years. In addition, the
new loan agreement includes an extension option to extend the maturity of the loan by a maximum of two years. As in the previous loan
agreement, the new loan agreement also includes a limit of 5 million euro for short-term nancing needs.
19. Inventories EUR 1,000 2021 2020
Materials and supplies (measured at acquisition cost) 827 656
Total 827 656
In the nancial year the Group recognised EUR 35 thousand (EUR 0 thousand in 2020) in write-downs of inventories.
20. Trade and other receivables EUR 1,000 2021 2020
Trade receivables 28,517 39,192
Receivables from project deliveries and cost + fee accruals 10,453 7,694
Accrued income 1,971 1,838
Other receivables 423 515
Total 41,365 49,239
Trade receivables are non-interest bearing and their term of payment is in most cases 14 to 31 days.
In the nancial year the Group recognised EUR 4 thousand (EUR 8 thousand in 2020) in impairment losses on
accounts receivable. Acquiring guarantees on accounts receivable and other receivables is not a Group policy.
The age structure of trade receivables is as follows:
Undue 23,229 22,089
Fallen due
< 30 days 4,515 2,919
30–60 days 154 337
61–90 days 9 102
> 90 days 610 13,745
Total 28,517 39,192
In 2020, the majority of trade receivables that expired over 90 days ago related to the Hotel St. George construction project, from which
Consti Plc’s subsidiary Consti Korjausrakentaminen Oy (former Consti Korjausurakointi Oy) received an arbitral award in June 2021. Fur-
ther details on the arbitral award are provided in Note 26.
Note 18. Financial risk management includes a description of how the Group manages and assesses the quality of credit with regard
to accounts receivable that have not yet fallen due and the value of which is not impaired.
The table below presents the maturity prole for nancing liabilities of the group based on contractual non-discounted cash ows includ-
ing both interest payments and repayments of the principal. The forthcoming interest ows of variable rate loans are based on rate which
was valid on 31 December 2021 (31 December 2020).
21. Cash and cash equivalents EUR 1,000 2021 2020
Cash in hand and at banks 18,072 24,257
Total 18,072 24,257
Banks pay a variable interest on cash in deposit accounts according to daily deposit interest rates.
The Group’s unused account limits on 31 December 2021 were EUR 5,000 thousand (EUR 5,000 thousand in 2020).
Cash and cash equivalents according to the cash ow statement are formed as follows:
Cash in hand and at banks 18,072 24,257
Cash and cash equivalents 18,072 24,257
53
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
52
23. Provisions EUR 1,000
Warranty
provisions
Onerous
contracts
Litigation
provisions Total
1 Jan 2021 2,465 173 32 2,670
Arising during the year 998 516 106 1,621
Utilised provision -1,148 -434 -12 -1,594
Unused amounts reversed - - - -
31 Dec 2021 2,315 255 126 2,696
Current provisions 2,315 255 126 2,696
Total 2,315 255 126 2,696
1 Jan 2020 2,183 274 0 2,457
Arising during the year 1,264 30 32 1,325
Utilised provision -885 -131 - -1,017
Unused amounts reversed -96 - - -96
31 Dec 2020 2,465 173 32 2,670
Current provisions 2,465 173 32 2,670
Total 2,465 173 32 2,670
Warranty provisions
Warranty provisions for contracts are determined with information based on experience of the materialisation of liability.
At the end of 2021 warranty provision amounted to EUR 2,315 thousand (EUR 2,465 thousand in 2020).
Most of the warranty provisions are expected to be used during the following two years.
Onerous contracts
The expected loss in excess of sales gains from onerous construction contracts has been recognised in full.
24. Financial liabilities EUR 1,000 2021 2020
Non-current nancial liabilities
Loans from nancial institutions 14,960 16,485
Non-current hire purchase debt 589 595
Lease liabilities 3,234 788
Total non-current nancial liabilities 18,783 17,869
Current nancial liabilities
Loans from nancial institutions 2,000 1,000
Commercial papers 9,000 8,000
Hire purchase debts 498 460
Lease liabilities 2,053 1,666
Total current nancial liabilities 13,551 11,126
Of the net change in long-term and short-term nancial liabilities, EUR 2,832 thousand relates to the change in lease liabilities. For the
rest, the net changes to non-current and current nancial liabilities, EUR 453 thousand, are cash ow based.
The table includes all except trade and other payables according to note 25.
22. Equity EUR 1,000
Share distribution and share capital
Number of outs-
tanding shares Share capital
No. of treasu-
ry shares
No. of total
shares
1 Jan 2020 7,676,942 80 181,325 7,858,267
Conveyance of treasury shares 8,181 -8,181
Purchase of treasury shares -33,000 33,000
31 Dec 2020 7,652,123 80 206,144 7,858,267
1 Jan 2021 7,652,123 80 206,144 7,858,267
Conveyance of treasury shares 67,283 -67,283
Purchase of treasury shares -25,000 25,000
31 Dec 2021 7,694,406 80 163,861 7,858,267
Changes in the number of shares and corresponding changes to equity
Number of
outstanding
shares Share capital
Reserve for
invested
non-restricted
equity
Treasury
shares Total
1 Jan 2020 7,676,942 80 28,252 -395 27,937
Conveyance of treasury shares 8,181 52 52
Purchase of treasury shares -33,000 -266 -266
31 Dec 2020 7,652,123 80 28,252 -610 27,722
1 Jan 2021 7,652,123 80 28,252 -610 27,722
Conveyance of treasury shares 67,283 529 231 760
Purchase of treasury shares -25,000 -318 -318
31 Dec 2021 7,694,406 80 28,781 -696 28,165
Share capital
The share subscription price received from share issues is recognised under share capital to the extent that a decision has not been made
in the share issue resolution to recognise the subscription price under the reserve for invested non-restricted equity.
Hybrid bond
Consti Plc redeemed in March 2021 the EUR 3.2 million hybrid bond issued in March 2019 in accordance with its terms and conditions.
The interest paid on the hybrid bond in March 2021, EUR 0.4 million in total, was in part paid to persons in managerial positions in the
company. The interest on the hybrid bond is recognised as deduction from Group’s equity.
Dividend
After the balance sheet date, the Board of Directors has proposed a dividend of EUR 0.45 per share.
The number of Consti Plc shares is 7,858,267 in total and the share capital is EUR 80,000. The company has one series of shares. The
share has no nominal value. All issued shares have been paid for in full.
55
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
54
25. Trade and other payables EUR 1,000 2021 2020
Trade payable 20,975 19,346
Advances received from project deliveries and cost + fee accruals 11,816 25,980
Other payables 9,013 7,109
Accrued expenses 10,267 10,917
Total 52,072 63,353
Trade payables are non-interest bearing and mostly paid within 14 to 31 days.
Their carrying amount corresponds to their fair value because discounting has no material effect taking the maturity of the liabilities into
consideration.
The Group’s credit risk management process has been described in note 18. Financial risk management.
26. Commitments and contingent liabilities EUR 1,000
Other lease agreements – Group as lessee
Minimum lease payment under non-cancellable other leases:
2021 2020
Within 1 year 57 226
In 1 to 5 years 17 3,105
In more than 5 years - 332
Total 74 3,663
Off-balance sheet leasing and rental liabilities include lease lia-
bilities from short-term leases and lease liabilities from low value
items. Lease liabilities in the comparison period also include lease
agreement of new headquarters in Helsinki described in note 15.
Information on lease costs included in the income statement is
presented in note 15.
Litigations and legal proceedings
Group Companies have pending court cases that are associated with
normal business operations. The outcome of these court cases is
difcult to forecast but where deemed necessary, a provision has
been recognised on the best available assessment of the outcome.
In the opinion of management, the court cases are not expected
to have material inuence on the nancial position of the Group.
Hotel St. George construction project
Consti announced on 11 June 2021 that its subsidiary Consti
Korjausrakentaminen Oy has received an arbitral award from
the arbitral tribunal in the dispute between Consti Korjaus-
rakentaminen Oy and Kiinteistö Oy Yrjönkatu 13 which relates
to the construction project for Hotel St. George carried out by
Consti Korjausrakentaminen Oy between years 2015–2018. The
arbitral tribunal ordered Kiinteistö Oy Yrjönkatu 13 to compen-
sate Consti Korjausrakentaminen Oy approximately EUR 0.7 mil-
lion added with penalty interest for the project work and Consti
Korjausrakentaminen Oy to compensate Kiinteistö Oy Yrjönkatu 13
EUR 0.9 million added with penalty interest for delay and other com-
pensations. Furthermore, the arbitral tribunal ordered both parties to
bear their own legal costs relating to proceedings. The net receivable
related to the project in Consti’s balance sheet was approximately
EUR 3 million at the end of the rst quarter of 2021. Consti re
-
corded the impacts related to the arbitral award (operating result
EUR -3.4 million) in its result of the second quarter of 2021. The
positive cash ow impact of the arbitral award for Consti is approx-
imately EUR 2 million (VAT on credit notes). Consti has issued re-
lated stock exchange releases on 17 August 2018, 19 September
2018 and 16 August 2019.
Guarantees
In the course of its business operations, the Group has provided
bank guarantees, guarantee insurance commitments and rental de-
posits for the duration of work and warranty periods.
27. Related party transactions
Information about subsidiaries
The following subsidiaries have been consolidated into the consolidated nancial statements:
Ownership %
Company name Primary business Country 2021 2020
Consti Talotekniikka Oy Technical building services Finland 100% 100%
Consti Korjausrakentaminen Oy Construction Finland 100% 100%
RA-Urakointi Oy
1)
Construction Finland 100% -
EAM Consti Holding Oy
Finland 0% 0%
EUR 1,000 Sales Purchases Receivables Payables Hybrid bond
Members of Group management 2021 3 0 0 0 -
2020 323 0 0 0 1,500
Sales to related parties in 2021 include EUR 3 thousand of services purchased from Group companies by other mem-
bers of group management. Sales to related parties in 2020 include EUR 319 thousand of services purchased from
Group companies by CEO and EUR 4 thousand of services purchased from Group companies by other members of group
management.
Terms associated with related party transactions
No guarantees or commitments have been provided on behalf of related parties.
Loans to related parties
There are no loans to related parties.
Guarantees 2021 2020
Bank guarantees and guarantee insurance commitments for the duration of work
and warranty periods and rental deposits 46,257 42,603
Total 46,257 42,603
The Board of Directors decided in their meeting on 4 April, 2017 to
implement a share acquisition and administration arrangement of
Consti Plc (Consti) shares with Evli Awards Management Oy (EAM)
according to the stipulations of the Companies Act for nancing the
purchase of own shares (the Finnish Companies Act, Chapter 13,
Section 10, Subsection 2) relating to incentive plans. As a part of
this arrangement EAM founded EAM CONSTI Holding Oy (Holding
company) which acquires the shares with Consti’s funding and ac-
cording to the agreement. These shares will be delivered to the em-
ployees according to the Consti’s share plan terms and conditions.
The Holding company is owned by EAM in legal terms, but accord-
ing to the agreement Consti has control over the company and acts
as the principal, whereas EAM is an agent through the Holding com-
pany. This control arising from contractual terms means that the
Holding company is consolidated in to the group’s IFRS nancial
statements as a structured entity.
Entities holding signicant control in the Group
On 31 December 2021 and 31 December 2020, there were no en-
tities holding signicant control in the Group.
Related party transactions
The Group’s related parties also include the key management per-
sonnel and their close family members, as well as non-Group com-
panies in whose operations persons belonging to Consti Group’s
management can be assumed to exert an inuence. Key manage-
ment personnel include members of the Board of Directors and of
the Management Team. Business transactions concluded with re-
lated parties are presented in the table below.
1)
RA-Urakointi Oy was acquired through a share deal on 31 August 2021.
57
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
56
EUR 1,000 2021 2020
Employee benets of management members
Salaries and other short-term employee benets 2,087 1,807
Share based payments 283 197
Termination compensation 45 -
Total 2,415 2,004
The events related to employment-benets of management members presented in the table have been recognised as
costs during the nancial year.
Salaries and remunerations paid to the members of the Board and the CEO
2021 2020
Esa Korkeela, CEO 341 323
Board members and deputy members
Tapio Hakakari, Chairman 42 41
Erkki Norvio 30 29
Petri Rignell 30 29
Pekka Salokangas 30 29
Anne Westersund 30 29
Antti Korkeela, member until 6 April 2020 - 6
Johan Westermarck, member since 6 April 2020 30 23
Total 192 183
Pension and retirement age
The CEO is entitled to statutory pension and his retirement age is determined in accordance with the statutory
employment pension system. The statutory cost of the CEO’s pension was EUR 55 thousand in 2021
(EUR 51 thousand in 2020).
No pension insurance under the Employees’ Pensions Act (TyEL) has been taken out for members of the Board on their
attendance fees.
Share-based incentive plan
Earning period
2021
Earning period
2020
Earning period
2019
Earning period
2018
Earning periods
2016–2017
Decision on the plan 2 Mar 2021 28 Feb 2020 1 Mar 2019 15 Feb 2018 10 Nov 2016
Maximum number of awards granted, pcs 230,000 305,000 450,000 250,000 289,200
Maximum number of participants 70 70 70 70 70
Release of shares 2024 2023 2022 2021 2019–2020
Distributed number of shares, pcs 17,991 34,171
Option arrangement 2020
Grant date 17 Jun 2020
Amount of granted instruments, pcs 189,700
Subscription price, EUR 6.65
Fair value, EUR 1.63
Share price at time of granting, EUR 6.72
Term of validity, years 4
Subscription period
1 Jul 2023–
30 Jun 2024
Excercised options, pcs -
Returned options to company, pcs -
Number of options outstanding, 31 Dec 189,700
Reserve of options, 31 Dec 55,300
29. Events after the reporting period
No material events have been disclosed after the reporting period.
28. Share-based payments
Share-based incentive plan
Consti Plc’s Board decided on 10 November 2016 to establish a
new, share-based incentive plan for the Group’s key people. The
aim of the new plan is to merge the objectives of the shareholders
and key people in order to increase the value of the Company in the
long-term, to engage key people to the Company, and to offer them a
competitive reward plan based on earning of the Company’s shares.
The share-based incentive plan is considered to be classied under
IFRS 2 Share-based payments standard’s scope.
The plan offers the key people included in the plan the oppor-
tunity to earn Company shares as bonuses by altering half or all of
their performance based bonuses for 2016 and 2017 into shares.
The performance based bonuses altered into shares will be multi-
plied with a bonus factor determined by the Board before the bonus-
es are paid. The plan’s possible bonus will be paid to participants
after a two-year engagement period during years 2019 and 2020,
in part as company shares and in part as cash. The plan will include
a maximum of approximately 70 key people including the Manage-
ment Team. For the earning periods 2016 and 2017, the bonuses
paid will amount to a maximum of approximately 289,200 Consti
Plc shares at the share price level of the plan’s decision time, in-
cluding also the cash payment, providing that all of the key people
included in the plan decide to participate in it and alter their per-
formance based bonuses entirely into shares.
Consti Plc’s Board of Directors has annually decided to continue
the share-based incentive plan for the Group’s key people launched
in 2016 to cover the earning periods 2018–2021. More detailed in-
formation on earning periods can be found in the table below.
Payment for the earnings period 2018 was EUR 355 thousand in
total, of which EUR 121 thousand was paid in cash. In accordance
with the decision of the Board of Directors, Consti transferred dur-
ing spring 2021 to the 17 key people covered by the 2018 share-
based incentive plan 17,991 shares in total, of which 504 shares
were trasferred to the CEO and 1,627 shares were trasferred to the
management team members.
Payment for the earnings period 2017 was EUR 99 thousand in
total, of which EUR 33 thousand was paid in cash. In accordance
with the decision of the Board of Directors, Consti transferred dur-
ing spring 2020 to the 12 key people covered by the 2017 share-
based incentive plan 8,181 shares in total, of which 2,257 shares
were trasferred to the management team members.
Payment for the earnings period 2016 was EUR 246 thousand in
total, of which EUR 96 thousand was paid in cash. In accordance
with the decision of the Board of Directors, Consti transferred dur-
ing spring 2019 to the 36 key people covered by the 2016 share-
based incentive plan 25,990 shares in total, of which 2,533 shares
were trasferred to the CEO and 8,745 shares were transferred to the
other management team members.
The consolidated nancial statements in 2021 included cost from
the share-based incentive plan amounting to EUR 661 thousand
(EUR 572 thousand in 2020).
Option schemes
The Board of Directors of Consti Plc decided on 17 June 2020 to
launch a new key employee stock option plan. There is a weighty -
nancial reason for the Company to issue stock options 2020 since
the stock options are intended to form part of the key employee in-
centive and commitment program of Consti Plc and its subsidiar-
ies. The purpose of the stock options is to encourage the key em-
ployees to work on a long-term basis to increase shareholder value.
The purpose of the stock options is also to commit the key employ-
ees to the employer.
The maximum total number of stock options 2020 issued is
245,000 and they entitle their owners to subscribe for a maximum to-
tal of 245,000 new shares in the Company or existing shares held by
the Company. The stock options are issued gratuitously. The number of
shares subscribed by exercising stock options now issued corresponds
to a maximum total of 3 per cent of the shares and votes in the
Company, if new shares are issued in the share subscription. The
share subscription price for stock options 2020 is 6.65 euros per
share, which is the trade volume weighted average quotation of the
Consti Plc share on Nasdaq Helsinki Ltd during 1 May–31 May 2020.
The share subscription price is deducted by the amount of dividends
and/or distribution of assets to be decided before share subscription.
The share subscription period for stock options 2020 is 1 July 2023–
30 June 2024. The Board of Directors decided on the new stock op-
tion plan by virtue of the authorization given by the Company’s Annu-
al General Meeting of Shareholders on 6 April 2020. Stock options
2020 are distributed to approximately 20 Management Team mem-
bers and other key employees determined by the Board of Directors.
In 2021, the expense recognition of the option scheme was EUR
133 thousand (EUR 67 thousand in 2020).
59
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
58
KOy Helsingin Uudenmaankatu 16–20 underwent a comprehensive renovation of construction and building
technology. Key focus areas of the project were creating a user-driven building with a long service life utilis-
ing modern technology. In addition to technology and user-friendliness, the accessibility and re safety of the
premises were improved. The building, built by Sanoma Oy in 1968, houses several companies. The alliance
contract, which began in autumn 2019, was completed in the fall of 2021.
58
Photo: Ville Vappula
PARENT COMPANY
61
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
60
INCOME STATEMENT OF THE PARENT COMPANY (FAS)
EUR 1,000 Note 1 Jan–31 Dec 2021 1 Jan–31 Dec 2020
Net sales 1 2,036 1,716
Other operating income 2 542 414
Employee benet expenses 3 -1,959 -1,597
Depreciation and amortisation 5 -148 -161
Other operating expenses 4 -1,523 -1,779
Total expenses -3,630 -3,536
Operating result -1,052 -1,406
Financial income and expenses 6 210 -1,584
Prot (loss) before appropriations and taxes -842 -2,990
Appropriations 7 6,745 7,600
Prot (loss) before taxes 5,903 4,610
Total taxes 8 -858 -932
Prot (loss) for the period 5,045 3,677
BALANCE SHEET OF THE PARENT COMPANY (FAS)
Assets EUR 1,000 Note 31 Dec 2021 31 Dec 2020
NON-CURRENT ASSETS
Intangible assets 9
Intangible rights 6 11
Other long-term expenditure 167 216
Total non-current assets 172 227
Tangible assets 9
Buildings and structures 0 0
Machinery and equipment 176 62
Total tangible assets 176 62
Investments 10
Shares in Group companies 97,691 94,138
Other shares 254 254
Total Investments 97,945 94,392
Total Non-current assets 98,293 94,680
CURRENT ASSETS
Short-term receivables 11
Trade receivables 0 0
Intra-group receivables 8,486 2,785
Prepaid expenses and accrued income 94 71
Total short-term receivables 8,580 2,856
Cash and cash equivalents 16,619 24,161
Total current assets 25,199 27,017
ASSETS 123,492 121,697
63
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
62
Equity and liabilities EUR 1,000 Note 31 Dec 2021 31 Dec 2020
EQUITY 12
Share capital 80 80
Reserve for invested non-restricted equity 28,582 28,053
Treasury shares -244 -343
Retained earnings 24,648 24,039
Prot (loss) for the period 5,045 3,677
Total equity 58,112 55,506
APPROPRIATIONS
Cumulative accelerated depreciation 55 0
Total appropriations 55 0
LIABILITIES
Non-current liabilities 13
Loans from nancial institutions 15,000 16,500
Hybrid bond 0 3,200
Non-current hire purchase debts 2 21
Total non-current liabilities 15,002 19,721
Current liabilities 13
Loans from nancial institutions 2,000 1,000
Commercial papers 9,000 8,000
Current hire purchase debts 19 19
Trade payables 171 185
Intra-group liabilities 38,506 36,237
Other current liabilities 217 173
Accrued expenses 412 856
Total current liabilities 50,325 46,470
Total liabilities 65,326 66,191
EQUITY AND LIABILITIES 123,492 121,697
CASH FLOW STATEMENT OF THE PARENT COMPANY (FAS)
Cash ow statement of the parent company EUR 1,000
1 Jan –
31 Dec 2021
1 Jan –
31 Dec 2020
Cash ow from operating activities
Operating result -1,052 -1,406
Adjustments:
Depreciation 148 161
Change in working capital -414 -614
Operating cash ow before nancial and tax items -1,318 -1,860
Financial income and expenses (+/-) -902 -905
Taxes paid -1,054 -727
Net cash ow from operating activities (A) -3,273 -3,492
Cash ow from investing activities
Investments in other shares -2,925 0
Investments in tangible and intangible assets -208 -107
Net cash ow from investing activities (B) -3,133 -107
Cash ow from nancing activities
Hybrid bond -3,584 -384
Dividend distribution -3,068 -1,230
Group contribution received 1,200 1,910
Proceeds from long-term liabilities 18,000 0
Payments of long-term liabilities -18,500 -1,000
Change in other interest-bearing liabilities 4,817 18,528
Net cash ow from nancing activities (C) -1,135 17,825
Change in cash and cash equivalents (A+B+C) -7,541 14,226
Cash and cash equivalents at period start 24,161 9,935
Cash and cash equivalents at period end 16,619 24,161
65
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
64
The nancial statements of Consti Plc have been prepared in ac-
cordance with the Finnish Accounting Standards (FAS). The nan-
cial statements have been prepared for 12 months from 1 January–
31 December 2021.
Translation of items denominated in a foreign currency
Transactions denominated in a foreign currency are recognised in the
functional currency at the exchange rate on the date of the transac-
tion. The balances in monetary items denominated in a foreign cur-
rency are translated into the functional currency at the rate on the
closing date of the reporting period.
Revenue recognition
Revenue of parent company consist of services provided to subsidi-
aries. Revenue is recognised once the services have been rendered.
Measurement of non-current assets
Non-current assets are measured in the balance sheet at cost less
accumulated depreciation. Tangible and intangible assets are meas-
ured at cost less accumulated depreciation. Investments have been
measured at cost.
The depreciation periods for the assets groups are as follows:
Pension insurance
Pension schemes for the personnel are arranged as statutory pension
insurance with an external pension insurance company. Pension ex-
penses have been recognised in the income statement.
Research and development expenses
Research and development expenses have been booked in the in-
come statement during the period in which they occur.
Measurement of receivables and liabilities
Trade, loan and other receivables presented in receivables have been
measured at lower of nominal value and probable value. Liabili-
ties have been measured at higher of nominal value and compari-
son-based value.
Appropriations
Appropriations encompass received and paid group constributions as
well as the cumulative accelerated depreciation charge.
Taxes
Taxes from earlier nancial periods are included in the taxes pre-
sented in the income statement for the nancial period. No deferred
taxes have been recognised.
Buildings and structures 20 years
Machinery and equipment 3–5 years
Vehicles 3–5 years
Other tangible assets 3–5 years
Intangible rights 3–5 years
Other long-term expenditure 5 years
1. Net sales EUR 1,000 2021 2020
Income from services 2,036 1,716
Total 2,036 1,716
2. Other operating income EUR 1,000
Other income 542 414
Total 542 414
3. Information on personnel and members of Plc organs EUR 1,000
Salaries 1,662 1,391
Pension expenses 267 180
Other social security expenses 30 26
Total 1,959 1,597
Average number of employees during the nancial year: 12 10
Management remuneration
CEO 341 323
Members of Board of Directors 192 183
Total 533 506
4. Other operating expenses EUR 1,000
Auditor fees
Ernst & Young Ltd
Audit fees 121 112
Total 121 112
NOTES TO THE FINANCIAL STATEMENTS
OF THE PARENT COMPANY (FAS)
Accounting principles
67
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
66
5. Depreciation, amortisation and impairment EUR 1,000 2021 2020
Depreciation and amortisation by asset type
Intangible rights 5 6
Other long-term expenditure 99 99
Buildings and structures 0 8
Machinery and equipment 44 47
Total 148 161
6. Financial income and expenses EUR 1,000
Dividends
From Group companies 1,200 0
Other interest and nancial income
From Group companies 92 91
From others 0 0
Total 93 91
Interest and other nancial expenses
To Group companies 473 779
To others 610 896
Total 1,083 1,675
Total nancial income and expenses 210 –1,584
7. Appropriations EUR 1,000
Group contributions received 6,800 7,600
Cumulative accelerated depreciation charge, addition (-) or decrease (+) -55 -
Total 6,745 7,600
8. Taxes EUR 1,000
Taxes from ordinary business 858 932
10. Investments EUR 1,000 2021 2020
Shares in Group companies
Acquisition cost 1 Jan 94,138 94,138
Additions 3,553 0
Acquisition cost 31 Dec 97,691 94,138
Other shares
Acquisition cost 1 Jan 254 254
Acquisition cost 31 Dec 254 254
Total investments 97,945 94,392
9. Changes in non-current assets EUR 1,000 2021 2020
TANGIBLE AND INTANGIBLE ASSETS
Intangible rights
Carrying amount at period start 11 17
Additions 0 0
Amortisation 5 6
Carrying amount at period end 6 11
Other long-term expenditure
Carrying amount at period start 216 211
Additions 50 104
Amortisation 99 99
Carrying amount at period end 167 216
Buildings and structures
Carrying amount at period start 0 8
Additions 0 0
Depreciation 0 8
Carrying amount at period end 0 0
Machinery and equipment
Carrying amount at period start 62 105
Additions 158 3
Disposals 0 0
Depreciation 44 47
Carrying amount at period end 176 62
69
CONSTI PLC FINANCIAL STATEMENTSCONSTI PLC FINANCIAL STATEMENTS
68
12. Equity EUR 1,000 2021 2020
Share capital 1 Jan 80 80
Share capital 31 Dec 80 80
Reserve for invested non-restricted equity 1 Jan 28,053 28,053
Additions 529 -
Reserve for invested non-restricted equity 31 Dec 28,582 28,053
Retained earnings 1 Jan 27,373 24,925
Purchase/conveyance of treasury shares 99 -
Dividend distribution -3,068 -1,230
Retained earnings 31 Dec 24,404 23,696
Prot/loss for the period 5,045 3,677
Total 29,449 27,373
Equity 58,112 55,506
Distributable funds 31 Dec
Reserve for invested non-restricted equity 28,582 28,053
Retained earnings 24,404 23,696
Prot for the period 5,045 3,677
Total distributable funds 58,032 55,426
Consti Plc's treasury shares
The parent company owns treasury shares as follows:
Number of shares Share of share capital Share of voting rights
123,739 1.6% 1.6%
11. Receivables EUR 1,000 2021 2020
Current receivables
Intra-group receivables
Trade receivables 1,593 1,317
Other receivables 1,654 268
Group contribution receivables 5,240 1,200
Total 8,486 2,785
Material external items in accrued income and prepaid expenses
Expenses paid in advance 55 27
Other items 39 44
Total 94 71
13. Non-current and current liabilities EUR 1,000 2021 2020
Non-current liabilities
Liabilities to others
Loans from nancial institutions 15,000 16,500
Hybrid bond 0 3,200
Non-current hire purchase debt 2 21
Total non-current liabilities 15,002 19,721
Current liabilities
Intra-group liabilities
Trade payables 2 10
Other liabilities 38,503 36,227
Liabilities to others
Trade payables 171 185
Hire purchase debt 19 19
Loans from nancial institutions 2,000 1,000
Commercial papers 9,000 8,000
Accrued expenses 412 856
Other liabilities 217 173
Total current liabilities 50,325 46,470
Material items included in accrued expenses
External
Accruals related to employee benet expenses 260 185
Accruals related to interest expenses 6 297
Tax accruals 131 327
Other accruals 15 47
412 856
CONSTI PLC FINANCIAL STATEMENTS CONSTI PLC FINANCIAL STATEMENTS
70 71
15. Remuneration of the management
Remuneration principles
Consti’s compensation principles aim at rewarding good performance,
increasing personnel motivation and committing management and
staff to the company’s goals. The CEO and other managers are com-
pensated with a xed monthly salary, in addition to which they be-
long to a performance based incentive plan together with other per-
manently employed white-collar workers. Consti Plc’s Board decided
during the nancial year 2016 on establishing a new, share-based
incentive plan for the Group’s key people covering the earning peri-
ods 2016 and 2017. Decisions to continue the share-based incen-
tive plan to cover earnings periods 2018–2021 have been made
thereafter annually. The aim of the plan is to merge the objectives
of the shareholders and key people in order to increase the value of
the Company in the long-term, to engage key people to the Compa-
ny, and to offer them a competitive reward plan based on earning of
the Company’s shares.
The Board of Directors
Consti Plc’s Annual General Meeting (AGM) decides the Board’s re-
wards and expense compensations annually. The Nomination and
Compensation Committee prepares a suggestion to the AGM of the
Board’s composition and compensations. The Committee prepares
the Group’s remuneration principles and short and long-term incen-
tive programmes and monitors their execution and efciency.
On 7 April 2021 the AGM decided that the annual remuneration
of the members of the Board of Directors is paid as follows: The
Chairman of the Board of Directors is paid EUR 36,000 and mem-
bers of the Board of Directors are each paid EUR 24,000. It was
also resolved that a EUR 500 fee per member per meeting is paid
for Board meetings. It was resolved that the travel expenses of the
members of the Board of Directors arising from participation in the
Board meetings are compensated according to invoice. Committee
work is not separately compensated.
Board of Directors remuneration in 2021
EUR
Compensation
2021
Compensation
2020
Tapio Hakakari* 42,000 40,500
Erkki Norvio* 30,000 28,500
Petri Rignell* 30,000 28,500
Pekka Salokangas* 30,000 28,500
Anne Westersund 30,000 28,500
Antti Korkeela
1)
- 6,000
Johan Westermarck
2)
30,000 22,500
1) Antti Korkeela has been a member of the Board of Directors
until 6 April 2020
2) Johan Westermarck has been a member of the Board of Directors
since 6 April 2020
* Member of the Nomination and Compensation Committee, according to the
decision made by the AGM, committee work is not separately compensated.
Remuneration proposal for 2022
The Board of Directors proposes, upon the proposal by the Nomina-
tion Committee, that the annual remuneration of the Board Mem-
bers elected for the term of ofce lasting until the Annual General
Meeting of 2023 is paid as follows:
Chairman of the Board EUR 3,500/month (EUR 42,000/year)
Member of the Board EUR 2,500/month (EUR 30,000/year)
In addition, the Nomination Committee proposes that a EUR 500 fee
per member per meeting is paid for Board meetings.
14. Commitments EUR 1,000 2021 2020
Rental liabilities
To be paid during the on-going nancial year 815 309
To be paid in later years 2,736 3,441
Total 3,551 3,750
Other liabilities
Account limit, amount in use 0 0
Account limit, unused amount 5,000 5,000
Total 5,000 5,000
Guarantees
Rental deposits 325 60
On behalf of intra-group companies 45,932 42,543
Short-term rewards - bonus scheme
The basis of compensation in Consti Plc is a xed monthly salary,
in addition to which Group management belongs to a performance
based incentive plan together with majority of other permanently em-
ployed white-collar workers.The Group has a bonus scheme dened
by the Board of Directors which aims at supporting the company’s
strategy and reward for its realisation and simultaneously provides
the personnel with a competitive remuneration system. The bonus
scheme’s principles, terms, earning criteria, upper and lower limits
of the result targets, as well as individuals belonging to the bonus
scheme are determined annually by the Board of Directors.
Long-term rewards
Consti Plc’s Board decided on 10 November 2016 to establish a
new, share-based incentive plan for the Group’s key people. The
aim of the new plan is to merge the objectives of the shareholders
and key people in order to increase the value of the Company in the
long-term, to engage key people to the Company, and to offer them a
competitive reward plan based on earning of the Company’s shares.
The plan offers the key people included in the plan the opportuni-
ty to earn Company shares as bonuses by altering half or all of their
performance based bonuses for 2016 and 2017 into shares. The per-
formance based bonuses altered into shares will be multiplied with a
bonus factor determined by the Board before the bonuses are paid.
The plan’s possible bonus will be paid to participants after a two-year
engagement period during years 2019 and 2020, in part as compa-
ny shares and in part as cash. The plan will include a maximum of
approximately 70 key people including the Management Team. For
the earning periods 2016 and 2017, the bonuses paid will amount
to a maximum of approximately 289,200 Consti Plc shares at the
share price level of the plan’s decision time, including also the cash
payment, providing that all of the key people included in the plan
decide to participate in it and alter their performance based bonus-
es entirely into shares.
Consti Plc’s Board of Directors has annually decided to continue
the share-based incentive plan for the Group’s key people launched
in 2016 to cover the earning periods 2018–2021. More detailed in-
formation on earning periods are presented in note 28 of the consol-
idated nancial statements.
The Board of Directors of Consti Plc decided on 17 June 2020 to
launch a new key employee stock option plan. There is a weighty -
nancial reason for the Company to issue stock options 2020 since
the stock options are intended to form part of the key employee in-
centive and commitment program of Consti Plc and its subsidiar-
ies. The purpose of the stock options is to encourage the key em-
ployees to work on a long-term basis to increase shareholder value.
The purpose of the stock options is also to commit the key employ-
ees to the employer.
The maximum total number of stock options 2020 issued is
245,000 and they entitle their owners to subscribe for a maximum
total of 245,000 new shares in the Company or existing shares held
by the Company. The stock options are issued gratuitously. The num-
ber of shares subscribed by exercising stock options now issued corre-
sponds to a maximum total of 3 per cent of the shares and votes in the
Company, if new shares are issued in the share subscription. The
share subscription price for stock options 2020 is 6.65 euros per
share, which is the trade volume weighted average quotation of the
Consti Plc share on Nasdaq Helsinki Ltd during 1 May–31 May 2020.
The share subscription price is deducted by the amount of dividends
and/or distribution of assets to be decided before share subscription.
The share subscription period for stock options 2020 is 1 July 2023–
30 June 2024. The Board of Directors decided on the new stock op-
tion plan by virtue of the authorization given by the Company’s Annu-
al General Meeting of Shareholders on 6 April 2020. Stock options
2020 are distributed to approximately 20 Management Team mem-
bers and other key employees determined by the Board of Directors.
CEO remuneration
The company’s Board of Directors annually decide the CEO’s rewards
and compensations. The Nomination and Compensation Committee
prepares a suggestion to the Board regarding the CEO and the terms
of his/her employment.
The CEO receives a xed monthly salary and an annual bonus that
is tied to the result and the CEO’s personal performance according
to the scorecard dened by the company. The annual bonus can be
no more than 60 percent of the CEO’s annual xed salary income.
The CEO’s remuneration can be reassessed annually. In 2021 CEO
Esa Korkeela was paid a salary of EUR 341 thousand. In addition,
the CEO is entitled to a supplementary pension insurance paid by
the company.
The CEO’s notice period is six months. The severance pay is xed
to equal six month’s gross wages prior to the termination of the em-
ployment. Additionally, when the company or the CEO terminates
the employment, the CEO is entitled to compensation for the time
period during which a non-compete obligation is ongoing. This com-
pensation amounts to a maximum of six months’ gross wages, with
altering salary, provisions and bonuses not considered as part of the
wages. Should the CEO’s employment end with a termination of the
CEO’s contract due to a material breach of contract on the compa-
ny’s part, the CEO is entitled to the result-based-bonus of the on-
going scal year adjusted to the time period that the CEO was em-
ployed by the company that scal year.
Supplementary pension scheme
for the CEO and Management Team
The CEO and part of the Management Team belong to the supple-
mentary pension scheme for senior management. The supplemen-
tary pension is contribution-based, so the company is not liable for
additional payments after the paid pension fee. Should the employ-
ment of an individual in the supplementary pension scheme end be-
fore the contractual retirement age; the individual is entitled to se-
curity that amounts to the pension savings accumulated thus far.
Management Team
The Board of Directors decide on the compensation of the Manage-
ment Team. The Management Team Members receive a monthly xed
salary and a variable annual result-based-bonus according to the
corporate incentive scheme and each member’s personal scorecard.
The terms of remuneration of the Management Team can be adjust-
ed annually. When necessary, the Committee shall prepare propos-
als regarding the appointment and compensation of other executives
prior to Board meetings.
7372
BOARD OF DIRECTORS’ DIVIDEND PROPOSAL
Distributable funds of the parent company Consti Plc on 31 December 2021 are (EUR):
Retained earnings 24,403,849.53
Prot/loss for the period 5,045,381.60
Total retained earnings 29,449,231.13
Reserve for invested non-restricted equity 28,582,468.51
Total distributable funds 58,031,699.64
The Board of Directors proposes to the Annual General Meeting that the distributable funds shall be used as follows:
EUR 0.45 per share shall be paid as dividend to the shareholders of the company
using retained earnings, i.e. * 3,462,482.70
To be left in distributable funds 54,569,216.94
The proposed dividend represents 95% of the Group’s prot of the year (adjusted with the effect of the hybrid bond).
* Total distributable dividend has been calculated based on 31 December 2021 status, the amount of own shares has been described in Note
22. Equity
After the balance sheet date, there have not been any material changes in the nancial position of the company.
Company’s liquidity is on good level and according to the Board of Directors the proposed dividend payment does not
jeopardise the liquidity of the company.
Helsinki, 3 February 2022
Hakakari Tapio Norvio Erkki
Chairman of the Board of Directors Deputy Chairman of the Board of Directors
Rignell Petri Salokangas Pekka
Member of the Board of Directors Member of the Board of Directors
Westermarck Johan Westersund Anne
Member of the Board of Directors Member of the Board of Directors
Korkeela Esa
CEO
Auditor’s note
An auditor’s report has been issued today.
Helsinki, 3 February 2022
Ernst & Young Oy
Authorised Public Accountants
Halonen Toni
APA
SIGNATURES TO THE FINANCIAL STATEMENTS
AND BOARD OF DIRECTORS’ REPORT
CONSTI PLC BOARD OF DIRECTORS’ DIVIDEND PROPOSAL
CONSTI PLC SIGNATURES TO THE FINANCIAL STATEMENTS AND BOARD OF DIRECTORS’ REPORT
74 75
Opinion
We have audited the nancial state-
ments of Consti Plc (business identity
code 2203605-5) for the year ended 31
December 2021. The nancial statements
comprise the consolidated balance sheet,
statement of comprehensive income, sta-
tement of changes in equity, statement of
cash ows and notes, including a summary
of signicant accounting policies, as well
as the parent company’s balance sheet,
income statement, statement of cash ows
and notes.
In our opinion
• the consolidated nancial statements
give a true and fair view of the group’s
nancial position as well as its nan-
cial performance and its cash ows in
accordance with International Financial
Reporting Standards (IFRS) as adopted
by the EU.
• the nancial statements give a true and
fair view of the parent company’s nan-
cial performance and nancial position
in accordance with the laws and regula-
tions governing the preparation of nan-
cial statements in Finland and comply
with statutory requirements.
Our opinion is consistent with the addi-
tional report submitted to the Board of
Directors.
Responsibilities of the Board of
Directors and the Managing Director
for the Financial Statements
The Board of Directors and the Managing
Director are responsible for the prepara-
tion of consolidated nancial statements
that give a true and fair view in accordan-
ce with International Financial Reporting
Standards (IFRS) as adopted by the EU,
and of nancial statements that give a
true and fair view in accordance with the
laws and regulations governing the prepa-
ration of nancial statements in Finland
and comply with statutory requirements.
Basis for Opinion
We conducted our audit in accordance
with good auditing practice in Finland. Our
responsibilities under good auditing prac-
tice are further described in the Auditor’s
Responsibilities for the Audit of the
Financial Statements section of our report.
We are independent of the parent com-
pany and of the group companies in accor-
dance with the ethical requirements that
are applicable in Finland and are relevant
to our audit, and we have fullled our other
ethical responsibilities in accordance with
these requirements.
In our best knowledge and understan-
ding, the non-audit services that we have
provided to the parent company and group
companies are in compliance with laws
and regulations applicable in Finland re-
garding these services, and we have not
provided any prohibited non-audit services
referred to in Article 5(1) of regulation
(EU) 537/2014. Non-audit services to the
parent company or the subsidiaries are
disclosed in the note 8 of the consolidated
nancial statements and note 4 of the pa-
rent company nancial statements.
We believe that the audit evidence we
have obtained is sufcient and appropriate
to provide a basis for our opinion.
Valuation of goodwill
Refer to Note 1. Accounting principles and Note 16. Goodwill
impairment testing
Valuation of goodwill was determined to be a key audit matter
because the assessment process is complex and judgmental, it
is based on assumptions relating to market or economic con-
ditions, and because of the signicance of the goodwill to the
nancial statements. As of balance sheet date 31 December,
2021, the value of goodwill amounted to 50 million euro re-
presenting 42 % of the total assets and 155 % of the total
equity. The recoverable amount of a cash generating unit is
based on value-in-use calculations. There are a number of as-
sumptions used to determine the value in use, including the
revenue growth, the operating margin and the discount rate
applied. The outcome of value-in-use calculations if different
assumptions were applied and changes in the above-mention-
ed assumptions may result in an impairment of goodwill.
Our audit procedures included involving our valuation specia-
lists to assist us in evaluating the assumptions and methodolo-
gies by comparing the management’s assumptions to externally
derived data and to our independently calculated industry ave-
rages. In particular those relating to
• the forecasted revenue growth,
• the operating margin and
• the weighted average cost of capital used to discount the
cash-ows.
We tested the impairment calculations prepared by the ma-
nagement and compared the sum of discounted cash ows to
Consti’s market capitalization.
In the note 16. goodwill impairment testing the most impor-
tant assumptions related to testing have been disclosed. We
evaluated the adequacy of these accounting principles.
Key Audit Matter
Revenue recognition of project deliveries.
Refer to Note 1. Accounting principles and the note 4.
Revenue from contracts with customers
The Group delivers renovation and construction projects
(“projects”) to its customers. Such contracts are recognised as
revenue according to their stage of completion as described in
the nancial statements accounting principles.
The recognition of revenue and of project deliveries requi-
re management’s judgment regarding estimates of the costs
accrued by the end of the reporting period in relation to the
estimated overall costs of a contract. In addition, the mana-
gement must make estimates of the costs needed to comple-
te the contract and related contract changes. In year 2021,
approximately 94 % of the net sales of 289 million euro were
recognized under the stage of completion method. We identi-
ed revenue recognition of project deliveries as a signicant
risk as revenue recognition contains signicant management
judgment.
This matter was determined to be a key audit matter and
a signicant risk of material misstatement referred to in EU
Regulation No 537/2014, point (c) of Article 10(2).
How our audit addressed the Key Audit Matter
Our audit procedures to address the signicant risk of material
misstatement associated with the project deliveries included:
• Assessing of the Group’s accounting policies over revenue
recognition of project deliveries.
• Examination of the project documentation such as contracts,
legal opinions and other written communication.
• Quarterly analytical procedures throughout the accounting
period.
• Review of performance, development and current status of
projects through
• comparing the contract to our prior experience with
similar projects,
• reviews of changes in estimated revenues, costs and
reserves, and
• discussions with the different levels of organisation
including project responsible, business unit and business
management as well as group management.
• Evaluating key elements in management’s estimates such as
estimates of revenue based on the future costs to complete
as well as time required to complete the project.
• In the note 1. Accounting principles the most important
assumptions related to revenue recognition have been
disclosed. We evaluated the adequacy of these disclosures.
Key Audit Matters
Key audit matters are those matters that,
in our professional judgment, were of most
signicance in our audit of the nancial
statements of the current period. These
matters were addressed in the context of
our audit of the nancial statements as a
whole, and in forming our opinion thereon,
and we do not provide a separate opinion
on these matters.
We have fullled the responsibilities
described in the Auditor’s responsibilities
for the audit of the nancial statements
section of our report, including in relation
to these matters. Accordingly, our audit
included the performance of procedures
designed to respond to our assessment of
the risks of material misstatement of the
nancial statements. The results of our
audit procedures, including the procedures
performed to address the matters below,
provide the basis for our audit opinion on
the accompanying nancial statements.
We have also addressed the risk of ma-
nagement override of internal controls. This
includes consideration of whether there
was evidence of management bias that re-
presented a risk of material misstatement
due to fraud.
The Board of Directors and the Managing
Director are also responsible for such inter-
nal control as they determine is necessary
to enable the preparation of nancial state-
ments that are free from material misstate-
ment, whether due to fraud or error.
In preparing the nancial statements,
the Board of Directors and the Managing
Director are responsible for assessing the
parent company’s and the group’s ability to
continue as going concern, disclosing, as
applicable, matters relating to going con-
cern and using the going concern basis of
accounting. The nancial statements are
prepared using the going concern basis of
accounting unless there is an intention to
liquidate the parent company or the group
or cease operations, or there is no realistic
alternative but to do so.
Auditor’s Responsibilities for the
Audit of the Financial Statements
Our objectives are to obtain reasonable
assurance on whether the nancial sta-
tements as a whole are free from mate-
rial misstatement, whether due to fraud
or error, and to issue an auditor’s report
that includes our opinion. Reasonable
assurance is a high level of assurance, but
is not a guarantee that an audit conducted
in accordance with good auditing practice
will always detect a material misstatement
when it exists. Misstatements can arise
from fraud or error and are considered ma-
terial if, individually or in aggregate, they
could reasonably be expected to inuence
the economic decisions of users taken on
the basis of the nancial statements.
As part of an audit in accordance with
good auditing practice, we exercise profes-
sional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of
material misstatement of the nancial
statements, whether due to fraud
or error, design and perform audit
procedures responsive to those risks, and
obtain audit evidence that is sufcient
and appropriate to provide a basis for
our opinion. The risk of not detecting
a material misstatement resulting from
fraud is higher than for one resulting
from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control.
• Obtain an understanding of internal
control relevant to the audit 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
parent company’s or the group’s internal
control.
• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by
management.
• Conclude on the appropriateness of the
Board of Directors’ and the Managing
Director’s use of the going concern basis
of accounting and based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast signicant
doubt on the parent company’s or the
group’s ability to continue as a going
concern. If we conclude that a material
uncertainty exists, we are required to
draw attention in our auditor’s report to
the related disclosures in the nancial
statements or, if such disclosures are
inadequate, to modify our opinion. Our
conclusions are based on the audit
evidence obtained up to the date of
our auditor’s report. However, future
events or conditions may cause the
parent company or the group to cease to
continue as a going concern.
• Evaluate the overall presentation,
structure and content of the nancial
statements, including the disclosures,
and whether the nancial statements
represent the underlying transactions
and events so that the nancial
statements give a true and fair view.
• Obtain sufcient appropriate audit
evidence regarding the nancial
information of the entities or business
activities within the group to express an
opinion on the consolidated nancial
statements. We are responsible for the
direction, supervision and performance
of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with
governance regarding, among other mat-
ters, the planned scope and timing of the
audit and signicant audit ndings, inclu-
ding any signicant deciencies in internal
control that we identify during our audit.
We also provide those charged with go-
vernance with a statement that we have
complied with relevant ethical requi-
rements regarding independence, and
communicate with them all relationships
and other matters that may reasonably be
thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with
those charged with governance, we deter-
mine those matters that were of most sig-
nicance in the audit of the nancial sta-
tements of the current period and are the-
refore the key audit matters. We describe
these matters in our auditor’s report unless
law or regulation precludes public disclos-
ure about the matter or when, in extremely
rare circumstances, we determine that a
matter should not be communicated in our
report because the adverse consequences
of doing so would reasonably be expected
to outweigh the public interest benets of
such communication.
Other Reporting Requirements
INFORMATION ON OUR AUDIT ENGAGEMENT
We were rst appointed as auditors by
the Annual General Meeting on 18 June,
2008, and our appointment represents a
total period of uninterrupted engagement
of 14 years. Consti Plc became a Public
Interest Entity on 11 December, 2015.
OTHER INFORMATION
The Board of Directors and the Managing
Director are responsible for the other infor-
mation. The other information comprises
the report of the Board of Directors and the
information included in the Annual Report,
but does not include the nancial state-
ments and our auditor’s report thereon. We
have obtained the report of the Board of
Directors prior to the date of this auditor’s
report, and the Annual Report is expected
to be made available to us after that date.
Our opinion on the nancial statements
does not cover the other information.
In connection with our audit of the -
nancial statements, our responsibility is to
read the other information identied above
and, in doing so, consider whether the ot-
her information is materially inconsistent
with the nancial statements or our kno-
wledge obtained in the audit, or otherwise
appears to be materially misstated. With
respect to report of the Board of Directors,
our responsibility also includes considering
whether the report of the Board of Directors
has been prepared in accordance with the
applicable laws and regulations.
In our opinion, the information in the
report of the Board of Directors is consis-
tent with the information in the nancial
statements and the report of the Board of
Directors has been prepared in accordance
with the applicable laws and regulations.
If, based on the work we have performed
on the other information that we obtained
prior to the date of this auditor’s report, we
conclude that there is a material misstate-
ment of this other information, we are re-
quired to report that fact. We have nothing
to report in this regard.
Helsinki 3 February 2022
Ernst & Young Oy
Authorized Public Accountant Firm
Toni Halonen
Authorized Public Accountant
AUDITOR’S REPORT (TRANSLATION OF THE FINNISH ORIGINAL)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
CONSTI PLC AUDITOR’S REPORT
CONSTI PLC AUDITOR’S REPORT
76 77
CONSTI OYJ INDEPENDENT AUDITOR’S REPORT ON CONSTI OYJ’S ESEF CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
ON CONSTI OYJ’S ESEF CONSOLIDATED
FINANCIAL STATEMENTS
(TRANSLATION OF THE FINNISH ORIGINAL)
Responsibilities of the Board of
Directors and Managing Director
The Board of Directors and Managing
Director are responsible for the preparati-
on of the Report of Board of Directors and
nancial statements (ESEF nancial state-
ments) that comply with the ESEF RTS.
This responsibility includes:
• preparation of ESEF nancial statements
in accordance with Article 3 of ESEF
RTS
• Tagging the consolidated nancial
statements included within the ESEF
nancial statements by using the iXBRL
mark ups in accordance with Article 4 of
ESEF RTS
• Ensuring consistency between ESEF
nancial statements and audited
nancial statements
The Board of Directors and Managing
Director are also responsible for such inter-
nal control as they determine is necessary
to enable the preparation of ESEF nancial
statements in accordance the requirements
of ESEF RTS.
Auditor’s Independence and
Quality Control
We are independent of the company in
accordance with the ethical requirements
that are applicable in Finland and are
relevant to the engagement we have per-
formed, and we have fullled our other
ethical responsibilities in accordance with
these requirements.
The auditor applies International
Standard on Quality Control (ISQC) 1 and
therefore maintains a comprehensive quali-
ty control system including documented
policies and procedures regarding comp-
liance with ethical requirements, profes-
sional standards and applicable legal and
regulatory requirements.
Auditor’s Responsibilities
In accordance with the Engagement Letter
we will express an opinion on whether
the electronic tagging of the consolidat-
ed nancial statements complies in all
material respects with the Article 4 of
ESEF RTS. We have conducted a reasonab-
le assurance engagement in accordance
with International Standard on Assurance
Engagements ISAE 3000.
The engagement includes procedures to
obtain evidence on:
• whether the tagging of the primary
nancial statements in the consolidated
nancial statements complies in all
material respects with Article 4 of the
ESEF RTS
• whether the ESEF nancial statements
are consistent with the audited nancial
statements
The nature, timing and extent of the
procedures selected depend on the audi-
tor’s judgement including the assessment
of risk of material departures from require-
ments sets out in the ESEF RTS, whether
due to fraud or error.
TO THE BOARD OF DIRECTORS OF CONSTI OYJ
CONSTI OYJ INDEPENDENT AUDITOR’S REPORT ON CONSTI OYJ’S ESEF CONSOLIDATED FINANCIAL STATEMENTS
We believe that the evidence we have
obtained is sufcient and appropriate to
provide a basis for our statement.
Opinion
In our opinion the tagging of the consoli-
dated nancial statement included in the
ESEF nancial statements of Consti Oyj for
the year ended 31 December 2021 comp-
lies in all material respects with the requi-
rements of ESEF RTS.
Our audit opinion on the consolidated
nancial statements of Consti Oyj for the
year ended 31 December 2021 is included
in our Independent Auditor’s Report dat-
ed 3 February 2022. In this report, we do
not express an audit opinion or any other
assurance on the consolidated nancial
statements.
Helsinki 14 March 2022
Ernst & Young Oy
Authorized Public Accountant Firm
Toni Halonen
Authorized Public Accountant
We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated nancial statements included in the
digital les 743700JMXCC11CRJCS71-2021-12-31-.zip of Consti Oyj for the nancial year 1 January–31 December 2021 to ensu-
re that the nancial statements are tagged with iXBRL mark ups in accordance with the requirements of Article 4 of EU Commission
Delegated Regulation (EU) 2018/815 (ESEF RTS).
78 7979
Consti Plc (Consti) is registered in
Finland and it is a publically listed
company at Nasdaq Helsinki Ltd Stock
Exchange. Consti’s governance and
management are based on the Finnish
Limited Liability Companies Act and
Securities Markets Act, the company’s
Articles of Association and the rules and
guidelines of Nasdaq Helsinki Oy. Consti
complies with the Finnish Corporate
Governance Code (www.cgnland.).
This Corporate Governance review has
been given as a separate entity alongside
of the Financial Statements, Report of
the Board of Directors and Remuneration
Report. The review is available online
on the Group’s website www.consti. >
Investors > Corporate Governance.
Consti Plc’s Board has assessed the
review in its meeting 3 February 2022,
and the company’s auditor has conrmed
that the reviews general description on
internal control and risk management is
in line with the nancial statement.
1 BOARD OF DIRECTORS
The Board’s responsibilities
The Board of Directors conrms Consti’s
strategy and monitors its implementa-
tion. In accordance with the Companies
Act and Consti’s Articles of Association
the Board of Directors attends to Consti’s
administration and organisation of its
operations and represents the compa-
ny. Consti’s Board of Directors has es-
tablished written Rules of Procedure,
in which its central responsibilities and
principles of operation are dened.
Consti’s Board of Directors has three
to nine members. The Board elects a
Chairman and a Deputy Chairman from
among its members. The Board assess-
es the independence of its members.
The Nomination and Compensation
Committee, annually set by the Board of
Directors, makes a proposal of the compo-
sition of the Board of Directors to the GM.
The Board of Directors
• denes the Company’s dividend policy
• decides on donations within the
framework of the Finnish Companies
Act
• denes the operating principles for the
risk management system and internal
control
• considers and approves interim
reports, the report of the Board of
Directors and the annual nancial
statements
• conrms its own Rules of Procedure
• conrms the Company’s operating
principles and monitors how they are
carried out
• approves the Company’s strategy and
monitors how it is carried out
• approves annually a business plan
and budget based on the strategy and
monitors how they are carried out
• sets personal goals for the CEO
annually and assesses how they
are achieved as well as approves
the targets for the members of the
Management Team and assesses how
those are achieved
• conrms the Group’s organisational
structure
• appoints and discharges from their
duties the CEO and the members of
the Management Team and decides
on their terms of employment and
incentive schemes
• prepares draft resolutions as
necessary for the General Meeting of
Shareholders concerning remuneration
schemes for management and
personnel
• monitors succession issues of the
management
• considers other matters that the
Chairman of the Board or CEO has
submitted on the agenda. Members
of the Board are also entitled to bring
matters before the Board by informing
the Chairman of this.
Composition of the Board
Consti Plc’s Board of Directors is cho-
sen by the Annual General Meeting
(AGM) for a set time period lasting un-
til the next AGM. The Nomination and
Compensation Committee makes a pro-
posal of the composition of the Board of
Directors to the GM. The Nomination and
Compensation committee also deals with
the company’s diversity principles.
Requirements set by operations as well
as the company’s development stage are
78
taken into consideration when electing
the Board of Directors. As stated in the
Corporate Governance Code, Board mem-
bers must have required competence for
the position and sufcient time to take
care of Board responsibilities. The num-
ber of Board Members and the Board’s
composition must enable efciently tak-
ing care of the Board’s responsibilities. As
stated in the Code, the Board must have
both genders represented.
The diversity of the Board is based
on Consti’s business strategy and future
needs. Diversity criteria include the
Members’ experience in the company’s
strategic business areas, the cultures that
the company operates in, as well as edu-
cation, age and gender.
In addition to the corporate governance
code, the Nomination and Compensation
Committee must take into consideration
the company’s diversity criteria when
identifying and suggesting new mem-
bers to the Board. The diversity criteria
are set to ensure that the Board’s compe-
tence, background and personal abilities
in general meet the company’s current and
future operational needs.
Board Members
31 December 2021
Consti Plc’s Board of Directors on 31
December 2021 comprised of Tapio
Hakakari (Chairman), Erkki Norvio
(Deputy Chairman), Petri Rignell, Pekka
Salokangas, Anne Westersund and Johan
Westermarck. All Board members were
elected in the Annual General Meeting
on 7 April 2021.
The Board of Directors held 12 meet-
ings during 2021, the attending rate of
Board Members was 98.6%. The attend-
ance rate per Member was: Tapio Hakakari
91.7%, Erkki Norvio 100%, Petri Rignell
100%, Pekka Salokangas 100%, Anne
Westersund 100% and Johan Westermarck
100%.
Board of Director’s Committees
The Board has a Nomination and
Compensation Committee. The Board
annually nominates at least three
Committee Members and appoints one
of them as Chairman of the Committee,
and conrms the Committee’s written
CORPORATE GOVERNANCE
charters. The Committee meets when
necessary, however at a minimum three
times a year.
The Committee has no independent
decision-making power; it prepares mat-
ters to be presented to and decided by
the Board. The Committee directly pre-
sents the proposal for composition and
compensation for the Board of Directors
to the Annual General Meeting; prepares
a proposal for the CEO and the terms of
his/her employment and when necessary
also prepares proposals on the appoint-
ment and remuneration of other execu-
tives prior to the Board of Directors’ meet-
ing. The Committee prepares the Group’s
remuneration principles, short and long-
term compensation schemes and moni-
tors their efciency and realisation. The
Committee also prepares the company’s
diversity policy.
In 2021, the Committee consist-
ed of Petri Rignell (Chairman), Pekka
Salokangas, Erkki Norvio and Tapio
Hakakari and it had three meetings. All
Members attended the meetings.
The Board has stipulated that the
Group’s scope of operations does not
necessitate the creation of a separate
Audit Committee, and the Board will take
care of its responsibilities. In this capac-
ity, the Board meets the external audi-
tor at least once a year without the mem-
bers of the management employed by the
Company. In the capacity of the Audit
Committee, the Board’s responsibilities
include reviewing the Company’s nan-
cial statements, half-year nancial report
and interim reports, monitoring the inter-
nal control system, and seeing to internal
and external audits.
2 CEO
The Board appoints Consti’s CEO and
determines the related terms of employ-
ment. The employment terms of the CEO
are dened in a written employment con-
tract. The CEO is responsible for ensur-
ing that the targets, plans, guidelines
and goals set by the Board are carried
out within the Company. According to the
Finnish Companies Act, the CEO ensures
that the accounting practices of the com-
pany comply with the law and that nan-
cial matters are handled in a reliable
manner. The Board assesses the CEO’s
work and monitors the CEO’s develop-
ment in achieving set targets.
In 2021, Consti’s CEO was Esa
Korkeela. Esa Korkeela was born in 1972
and has a Master of Science (Econ.) and
MBA degrees. He has worked for the com-
pany since 2009 as the Group’s CFO and
as interim CEO during 9–12/2017. At the
end of the scal period, according to the
register maintained by Euroclear Oy, the
CEO owned 434,637 Consti Plc shares,
which amounts to 5.53 percent of the
company’s shares and votes.
3 MANAGEMENT TEAM
Supporting the CEO in his/her duties,
the Management Team is responsible for
business development and the Company’s
operational activities in accordance with
targets set by the Board of Directors and
the CEO. The Management Team also de-
nes operative principles and procedures
in accordance with guidelines set by the
Board. The Management Team convenes
every month and whenever necessary
and concentrates on the strategic issues
of the Group and the business areas. On
the agenda there are regular reports and
questions concerning the development
of the nancials, governance, corpo-
rate responsibility and development pro-
jects. The CEO acts as Chairman of the
Management Team.
4 EXTERNAL AUDIT
The statutory external audit for the -
nancial period includes auditing of ac-
counting records, nancial statements
and administration. The Annual General
Meeting on 7 April 2021 chose Ernst &
Young as auditor with APA Toni Halonen
as principal auditor. In 2021, audit costs
amounted to EUR 208 thousand.
Ernst & Young Oy has acted as Consti’s
auditor since 2008. APA Toni Halonen has
acted as principal auditor since 2020.
5 INTERNAL CONTROL OF THE
FINANCIAL REPORTING PROCESS
Consti compiles its nancial reporting
in accordance with the International
Financial Reporting Standards (IFRS),
the Securities Markets Act, the Finnish
Accounting Act and the Finnish
Accounting Board’s guidelines and
statements, while complying with the
standards of the Financial Supervisory
Authority (FIN-FSA) and the rules of
Nasdaq Helsinki Ltd. The internal con-
trol and risk management principles,
guidelines, practices and responsibilities
pertaining to the company’s nancial
reporting process, have been designed
to ensure that the nancial reports dis-
closed by Consti are reliable and meet
the requirements of the law, regulations
and company principles.
Instructions regarding the publication
of nancial information and external com-
munications are included in Consti’s dis-
closure policy approved by the Board of
Directors. Its main principles are available
on the company website at (www.consti.
> Investors > Corporate Governance).
Investor Relations together with Corporate
Communications are responsible for
ensuring the accuracy of and compliance
with the policy.
Risk management
The central principle of Consti’s risk
management is continuous, systematic
and pre-emptive action to identify risks,
dene the level of risk the company ac-
cepts, evaluate and handle risks and, in
the event of risk realisation, see to their
effective management and administra-
tion so that the company will meet its
strategic and nancial goals. Risk man-
agement is a part of the company’s man-
agement, monitoring and reporting sys-
tems. Risk management includes risk
identication, evaluation and risk con-
tingency planning.
Consti’s strategic and operative goals
are used as a basis for identifying risks.
Risk analysis and evaluations are conduct-
ed as self-assessments. The probability
of a risk materialising and the impact
this would have is evaluated on a scale
of 1–3 as dened in the company’s risk
principles.
Consti’s Board of Directors duty is to
conrm the company’s risk management
principles and evaluate the adequacy and
appropriateness of risk management. The
CEO is responsible for the company’s risk
management and its organisation, allo-
cating resources for the work and review-
ing the risk management principles. The
Group’s Management Team is responsible
for the actualisation of risk management,
operative risk monitoring and risk relat-
ed actions.
Financial and operational risks, as well
as actions taken, are regularly reported
to the Management Team. Strategic risks
CONSTI PLC CORPORATE GOVERNANCE CONSTI PLC CORPORATE GOVERNANCE
80 818180
Photo: Pasi Salminen
are handled annually together with the
strategy. Risk reports are assessed by the
Board, the Management Team and in the
business areas’ own management teams.
Central risks and risk management
actions are reported yearly in the annual
report and in interim reports.
Internal control
Internal control aims at protecting the
company and its business areas’ resourc-
es from wrongful use; it makes sure all
business transactions are authorised in
the necessary manner, supports IT sys-
tem management and ensures the reli-
ability of nancial reporting. In Consti,
internal control is foremost the responsi-
bility of line management, which is sup-
ported by the Group’s support functions.
A third level of internal control is made
up of internal and external audit, which
conrm that the rst two levels of control
function efciently.
Internal audit
Consti does not have a separate corpo-
rate audit function, as internal control
responsibilities have been divided inside
the corporation between different func-
tions and areas. The Board may use ex-
ternal experts for assessments regarding
the control environment or separate op-
erational evaluations. Consti’s external
auditor’s audit plan takes into consider-
ation that the company does not have a
separate corporate audit function.
The CEO creates the foundation for
internal control by leading and guiding
top management and ensuring that the
company’s bookkeeping practice follow
legislation and nancial administration
is managed reliably.
The Management Team is responsible
for making sure that the organisation’s dif-
ferent units have detailed internal con-
trol guidelines and procedures. The nan-
cial administration staff have an especial-
ly important role, as its control actions
span all of the company’s operational and
other units.
The Group’s nancial administration
helps units create appropriate control pro-
cedures. It also guides the company’s risk
management process and reports on its
execution to management and monitors
the internal control procedures’ efciency
and effectiveness in practise.
The business areas’ management sees
that all of the units and employees that are
their responsibility follow the appropriate
laws, regulation and internal guidelines.
Financial reporting process
Internal control efciency regarding -
nancial reporting is overseen by the
Board of Directors, and also the CEO and
Group and business area Management
Teams. Internal control measures, such
as reconciliations, logic analyses and
comparative analyses are conducted on
an organisational level. The purpose of
these control measures is to detect, pre-
vent and correct any errors and devia-
tions in nancial follow-up.
Consti’s nancial reporting is based
on monthly performance monitoring in
a centralised reporting system. Financial
reports are handled rst at the report-
ing unit level, then in the Management
Teams of the business area and nally
in the Group’s Management Team. The
Board of Directors also receives a month-
ly report on nancial gures. Controllers
report any deviations from the plans to
the Management Teams, analyse the rea-
sons for such deviations and support the
management in decision-making. Monthly
reviews also ensure that performance is in
line with annual targets and nancial fore-
casts are up to date. Financial administra-
tion aims to harmonise the work practises
of controllers and ensure guidelines are
interpreted consistently throughout the
organisation, and also further improve
the guidelines.
6 INSIDER MANAGEMENT
Consti complies with EU Regulation on
Market Abuse ((EU) 596/2014, “MAR”)
and 2- and 3-tier regulation supplement-
ing it, the Finnish Securities Markets
Act, the insider guidelines of Nasdaq
Helsinki Ltd as well as guidance issued
by authorities. In addition, the company
has internal Insider Guidelines approved
by Consti’s Board of Directors, which set,
to some extent, stricter requirements
than the above-mentioned minimum lev-
el regulation.
Consti has dened the members of the
Board of Directors, the CEO and members
of the Group Management Team as persons
discharging managerial responsibilities
(“persons discharging managerial respon-
sibilities”). Consti publishes the trans-
actions persons discharging managerial
responsibilities and their closely associ-
ated persons have conducted relating to
nancial instruments of Consti in accord-
ance with the notications the company
has received and at latest within two busi-
ness days after receipt of the notication.
After the publication, information will also
be available on the company’s website.
Consti has additionally dened e.g.
management team members of Consti’s
subsidiaries as well as persons dealing
with preparation of nancial reporting as
persons who act in the informative core of
the company, i.e. persons who have access
to such informative core of the compa-
ny on the basis of the tasks they deal
with (“persons who act in the informative
core”). People employed by Consti and
people who work for Consti under a con-
tract, and who, due to their duties, have
access to insider information associated
with Consti, are entered in the company’s
project-specic insider register, which is
established when necessary.
Persons discharging managerial respon-
sibilities or persons who act in the inform-
ative core of the company shall not trade
or conduct other transactions, on their
own account or for the account of a third
party, directly or indirectly, relating to
Consti’s nancial instruments during the
so-called closed window. The closed win-
dow begins 30 days prior to the publica-
tion of Consti’s interim reports, half-year
nancial report or nancial statement bul-
letins. The trading prohibition also applies
to the day when results are published.
Project-specic insiders are prohibited
from trading in the company’s nancial
instruments until the project concerned
has been cancelled or disclosed.
Consti’s CFO is responsible for adher-
ence to insider regulations and for mon-
itoring the duty to declare as well as the
maintenance of insider registers.
CONSTI PLC CORPORATE GOVERNANCE CONSTI PLC CORPORATE GOVERNANCE
82 8383
Tapio Hakakari
Chairman
Member of the Nomination and Compensation
Committee
Master of Laws, born 1953
Board Member since 2015
Finnish citizen
Independent of the company and of signicant
shareholders
Key work experience
Webstor Oy, CEO
Cargotec Plc, interim President and CEO 2012–2013
Kone Plc, Director and Secretary to the Board
1998–2006
KCI Konecranes, 1994–1998
Kone Plc, 1983–1994
Key positions of trust
Rakennuttajatoimisto HTJ Oy,
Chairman of the Board since 2016
Svenska Handelsbanken AB (publ) Finland,
Board Member since 2016 and
Chairman of the Board since 2019
Cargotec Plc, Board Member since 2005
and Deputy Chairman of the Board since 2009
Consti Plc’s shares partly through his holding
company 85,400 (31 December 2021)
Erkki Norvio
Deputy Chairman
Member of the Nomination and Compensation
Committee
MSc. (tech.), M.Sc. (econ.), born 1945
Board Member since 2008 (Chairman 2008–2011)
Finnish citizen
Independent of the company and of signicant
shareholders
Key work experience
Ramirent Plc, CEO 1986–2005
and Deputy CEO 1984–1985
Partek Oy, 1972–1984
Key positions of trust
Renta Group Oy, Board Member since 2015
Norvier Oy, Chairman of the Board since 2007
Intera Equity Partners Oy, Board Member since 2007
Consti Plc’s shares through his holding company
106,463 (31 December 2021)
Anne Westersund
Board Member
M.A. studies, translator degree, born 1964
Board member since 2019
Finnish citizen
Independent of the company and signicant
shareholders
Key work experience
Rokmind Oy, Partner since 2018
WesAnne Oy Ab, CEO since 2017
Cargotec Oyj, SVP Head of Customer Value Programme
2015–2017, SVP Communications and Public Affairs
2013–2015, VP Communications and Marketing
2010–2013
Vattenfall AB, VP Communication Nordic 2005–2010
Vattenfall Oy, Customer Service Director 2002–2005
Silja Line, Marketing Manager 2000–2002
Key positions of trust
Rokmind Oy, Chairman of the Board since 2019
Oy Hedengren Ab, Board Member since 2018
Consti Plc’s shares through her holding company
2,000 (31 December 2021)
82
Pekka Salokangas
Board Member
Member of the Nomination and Compensation
Committee
M.Sc. (econ.), born 1961
Board Member since 2012
Finnish citizen
Independent of the company and of signicant
shareholders
Key work experience
Mantec International,
Management Consultant since 2018
Relacom Oy, CEO 2009–2017
Wiltrain Consulting Oy and PlanStone Oy,
Management Consultant 2008–2009
ISS Palvelut Oy, Business Unit Director 1998–2008
Talotek Oy, CEO 1996–1998
Onninen Oy Wholesale International,
Marketing Director 1993–1996
Huber Oy, Development Director 1989–1993
Consti Plc’s shares 15,000 (31 December 2021)
Petri Rignell
Board Member
Member of the Nomination and Compensation
Committee
MSc. (tech.), born 1962
Board Member since 2008
Finnish citizen
Independent of the company and of signicant
shareholders
Key work experience
Kreate Oy, CEO 2016–2017
IVG Polar Oy, CEO 2010–2013
CapMan Real Estate, Industrial Advisor 2007–2010
Projektikonsultit Oy, CEO 1994–2007
Polar Yhtiöt, Foreman 1989–1994
Lemminkäinen Oy, Project Engineer 1985–1989
Key positions of trust
Nordec Oy, Chairman of the Board since 2021
Sitowise Oy, Member of the Board since 2019
Fimpec Oy, Member of the Board since 2019
Kreate Oy, Chairman of the Board since 2017
CTV Properties AB, Chairman of the Board since 2017
Setera Communications Oy,
Member of the Board since 2017
KFS Finland Oy, Member of the Board since 2015
JPRock Oy, Member of the Board since 2014
PriRock Oy, Chairman of the Board since 2007
Consti Plc’s shares through his holding company
25,100 (31 December 2021)
Johan Westermarck
Board Member
Lic.Sc. (Econ.), M.Sc (Tech.), born 1965
Board Member since 2020
Finnish citizen
Independent of the company and of signicant
shareholders
Key work experience
Citec Group Oy Ab, CEO since 2017
Maintpartner Group Oy, CEO, 2012–2017
Maintpartner Oy, CEO, 2010–2012
Maintpartner Ab, CEO, 2009–2010
Eltel Group Oy, VP, Business Development, 2007–2008
Eltel Networks GmbH, CEO, 2006–2007
Eltel Group Oy, VP, Business Development, 2004–2006
Elcoteq Oyj, VP, Sales and Marketing, 2001–2004
Ahlstrom Machinery Oy: Regional Director, Service
Business 1997–2001, Manager, Marketing
Development 1995–1997, Project Engineer
1992–1995
Does not own Consti Plc shares (31 December 2021)
BOARD OF DIRECTORS 31 DECEMBER 2021
Photo: Pasi Salminen
CONSTI PLC BOARD OF DIRECTORSCONSTI PLC BOARD OF DIRECTORS
84 858584
MANAGEMENT TEAM 31 DECEMBER 2021
Heikki Untamala
Chief Legal Ofcer
LL.M with court training, born 1969
Key work experience
Consti Plc, Chief Legal Ofcer since 2019
YIT Plc, Head of Legal, Business Premises
and Partnership Properties 2018–2019
Lemminkäinen Talo Oy,
Director, legal services 2013–2018
Lemminkäinen Plc, Corporate Counsel 2010–2013
Krogerus Attorneys, Attorney at Law 2005–2009
Heikki Untamala Attorneys, Attorney at Law,
partner 2000–2005
Does not own Consti Plc shares (31 December 2021)
Risto Kivi
Business Area Director Housing Companies
Master Builder, born 1971
Key work experience
Consti, Business Area Director
Housing Companies since 2/2021
Consti, Business Area Director Housing
Companies and Public Sector 2019–2/2021
Consti Julkisivut Oy, CEO 2011–2019
Raitayhtiöt Oy, CEO 2009–2011
Raitamiespalvelu Oy, CEO 2008–2009
Raitarakennus Oy, CEO 2007–2009
Raitasaumaus Oy, CEO 1998–2007
Rkm Kivi ja Kalevo Oy, entrepreneur 1993–1998
Key positions of trust
Midpointed Oy, Member of the Board since 2012
Consti Plc’s shares 380,267 (31 December 2021)
Esa Korkeela
CEO
M.Sc. (econ.), MBA, born 1972
Key work experience
Consti Plc, CEO since 2017
Consti, Interim Business Area Director Building
Technology 7–9/2021
Consti Group Plc, Interim CEO 9–12/2017
Consti Group Plc, CFO 2009–2017
JRH Rakennushuolto Oy, CFO 1995–2009
Key positions of trust
Tiirinkallio Oy, Chairman of the Board since 2018
Consti Plc’s shares 434,637 (31 December 2021)
Jukka Mäkinen
Business Area Director Corporations
M.Sc. (tech.), born 1960
Key work experience
Consti, Business Area Director
Corporations since 2019
Consti Korjausurakointi Oy, CEO 2013–2019
Devecon Projektinjohtopalvelu Oy, CEO 2013
Hartela Oy, manager 2007–2011
and production manager 2011–2013
ISS Proko Oy, Regional Manager 1999–2007
Projektikonsultit Oy, Project Manager 1997–1999
YIT-Yhtymä Oy, Chief of the Technical ofce
1995–1997 and worksite/project engineer 1989–1995
Helsinki University of Technology, Lecturer 1998–2014
Key positions of trust
Talonrakennusteollisuus Ry,
Board Member 2015–2021
Talonrakennusteollisuus Uudenmaan piiri Ry,
Board Member 2015–2021
Consti Plc’s shares 8,226 (31 December 2021)
Jukka Kylliö
Business Area Director Public Sector
B.Eng., CPM®, eMBA, born 1967
Key work experience
Consti, Business Area Director
Public Sector since 2/2021
Skanska Talonrakennus Oy,
Regional Director 2015–2021
NCC Rakennus Oy, Regional Director 2010–2015
Lemminkäinen Plc, Construction Director 1994–2010
Key positions of trust
Rateko, Member of the Executive Board since 2016
Wirkku Palvelut Oy, Chairman of the Board since 2003
Consti Plc’s shares 2 135 (31 December 2021)
Turo Turja
HR Director
M.Sc. (econ.), M.Sc. (tech.), born 1967
Key work experience
Consti Plc, HR Director since 2018
SSAB Europe Oy, HR Director 2015–2017
Rautaruukki Oyj, HR Director 2008–2015
Maan Auto Oy, HR Manager 2006–2008
Steveco Oy, HR Manager 2004–2006
Tekniikan Akateemisten Liitto TEK ry,
Adviser 1998–2004
Does not own Consti Plc shares (31 December 2021)
Joni Sorsanen
CFO
M.Sc. (Econ.), born 1983
Key work experience
Consti Plc, CFO since 2018
Caverion Corporation,
Head of Group Project Control 2017–2018
Consti Group Plc, Head of Investor Relations
& Group Controller 2016–2017
Cramo Corporation, various group nance
and development tasks, including
Business Controller 2009–2016
Ernst & Young Oy, Consultant 2007–2008
Consti Plc’s shares 12,173 (31 December 2021)
Heikki Pesu
Business Area Director Building Technology
M.Sc. (tech.), born 1967
Key work experience
Consti, Business Area Director
Building Technology since 10/2021
Consti Talotekniikka Oy, CEO since 10/2021
Are Group, CEO 2011–2021
Lemminkäinen Talotekniikka Oy,
Regional Director 2010–2011
Tekmanni Oy & Tekmanni Uusimaa Oy,
in various management positions 1996–2010
Key positions of trust
Vian Service Oyj, Board Member since 2018 and
Chaiman of the Board since 2019
Does not own Consti Plc shares (31 December 2021)
Markku Kalevo
Bid and Sales Director Housing Companies
Construction technician, born 1971
Key work experience
Consti, Bid and Sales Director
Housing Companies since 2019
Consti Julkisivut Oy,
Bid and Sales Director 2011–2019
Raitayhtiöt Oy, Deputy CEO 2009–2010
Raitasaneeraus Oy, CEO 1998–2009
Rkm Kivi ja Kalevo Oy, entrepreneur 1993–1998
Consti Plc’s shares 299,128 (31 December 2021)
Pirkka Lähteinen
Regional Director Corporations
B.Eng., born 1977
Key work experience
Consti, Regional Director Corporations since 2019
Consti Korjausurakointi Oy,
Regional Director 2011–2019
Jollaksen Rakennushuolto Oy,
CEO 2009–2011 and Project Manager 2000–2009
Key positions of trust
eGate Smart Building Innovation Oy,
Board Member since 2018
Kaskiniemen Sora Oy, Board Member since 1992
Consti Plc’s shares 7,557 (31 December 2021)
Photo: Pasi Salminen
CONSTI PLC MANAGEMENT TEAMCONSTI PLC MANAGEMENT TEAM
87
CONSTI PLC FINANCIAL STATEMENTS
86
The major extension of Helsinki-Vantaa Airport’s Terminal 2 was completed in December 2021. Consti was
part of the building technology alliance, carrying out all the heating, water, ventilation, and sprinkler work at
the site. The project continues with the repair of the old parts of the terminal. In an alliance model, the de-
sign and construction of the project is carried out together with the customer, the designers, and the service
providers, based on what is best for the project.
86
Photo: Pasi Salminen
KEY FIGURES AND
INFORMATION FOR
SHAREHOLDERS
88 89
KEY FIGURES
Income statement, 1 Jan to 31 Dec (EUR 1,000) 2021 2020 2019
Net sales 288,773 274,646 314,801
EBITDA 9,202 11,440 8,137
EBITDA margin, % 3.2% 4.2% 2.6%
Adjusted operating result 9,535 9,478 5,367
Adjusted operating result margin, % 3.3% 3.5% 1.7%
Operating result 5,705 8,237 4,632
Operating result margin, % 2.0% 3.0% 1.5%
Prot before taxes (EBT) 4,583 7,235 3,414
as % of net sales 1.6% 2.6% 1.1%
Prot for the year 3,717 5,675 2,676
as % of net sales 1.3% 2.1% 0.9%
Balance sheet (EUR 1,000)
Balance sheet total 119,041 128,595 116,585
Net interest bearing debt 14,262 4,737 18,880
Equity ratio, % 29.8% 32.7% 29.8%
Gearing, % 44.7% 14.1% 64.4%
Other key gures
Free cash ow (EUR 1,000) 5,458 18,334 3,977
Cash conversion, % 59.3% 160.3% 48.9%
Order backlog (EUR 1,000) 218,578 177,857 185,820
Order intake (EUR 1,000) 275,108 214,281 214,757
Average number of personnel 969 971 1,037
Number of personnel at period end 961 927 990
Earnings per share, undiluted (EUR) 0.47 0.70 0.30
Earnings per share, diluted (EUR) 0.46 0.69 0.30
Shareholders' equity per share (EUR) 4.15 3.97 3.40
Number of shares, end of period 7,858,267 7,858,267 7,858,267
Number of outstanding shares, end of period 7,694,406 7,652,123 7,676,942
Average number of outstanding shares 7,679,882 7,668,170 7,679,525
CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS
CALCULATION OF KEY FIGURES
EBITDA = Operating result (EBIT) + depreciation, amortisation and impairment
Net interest-bearing debt = Interest-bearing liabilities - cash and cash equivalents
Equity ratio (%) =
Equity
x 100
Total assets - advances received
Gearing (%) =
Interest-bearing liabilities - cash and cash equivalents
x 100
Equity
Return on investment, ROI (%) =
Prot/loss before taxes
+ interest and othernancial expenses (rolling 12 month)
x 100
Total equity + interest-bearing liabilities (average)
Average number of personnel =
The average number of personnel at the end of each calendar month during
the period
Free cash ow =
Net cash ow from operating activities before nancial and tax items
less investments in intangible and tangible assets
Cash conversion (%) =
Free cash ow
x 100
EBITDA
Earnings per share =
Prot/loss attributable to equity holders of the parent company
- hybrid bond’s transaction costs and accrued interests after tax
Weighted average number of shares outstanding during the period
Shareholders’ equity per share (EUR) =
Equity attributable to owners of the parent company
Number of outstanding shares, end of period
Adjusted operating result (EBIT) = Operating result (EBIT) before items affecting comparability
Order backlog =
At the end of the period the unrecognised amount of construction contracts re-
cognised in accordance with the percentage of completion method, including
not started ordered construction contracts, long-term service agreements and
the part which has not been invoiced in ordered invoice based projects
Order intake =
Orders of construction contracts, long-term service agreements and invoice ba-
sed projects during the period
CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS
90 91
RECONCILIATION
between operating result (EBIT) reported in accordance to IFRS and EBIT before items affecting
comparability (adjusted EBIT) commented in this nancial review
1 Jan–31 Dec 2021 (EUR 1,000) IFRS IAC
Income statement
before IAC
Net sales 288,773 -3,077 291,851
Other operating income 430 430
Materials and services -206,753 -182 -206,571
Employee benet expenses -59,767 -59,767
Other operating expenses -13,482 -570 -12,912
EBITDA 9,202 -3,829 13,031
Depreciation -3,497 -3,497
Operating result (EBIT) 5,705 -3,829 9,535
Financial income and expenses -1,122 -114 -1,009
Prot/loss before taxes (EBT) 4,583 -3,943 8,526
Taxes -866 789 -1,654
Prot/loss for the period 3,717 -3,155 6,871
1 Jan–31 Dec 2020 (EUR 1,000) IFRS IAC
Income statement
before IAC
Net sales 274,646 274,646
Other operating income 511 511
Materials and services -191,711 -191,711
Employee benet expenses -58,108 -58,108
Other operating expenses -13,899 -1,241 -12,658
EBITDA 11,440 -1,241 12,680
Depreciation -3,203 -3,203
Operating result (EBIT) 8,237 -1,241 9,478
Financial income and expenses -1,002 -1,002
Prot/loss before taxes (EBT) 7,235 -1,241 8,476
Taxes -1,560 248 -1,808
Prot/loss for the period 5,675 -992 6,668
CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS
Adjusted EBIT before items affecting comparability has
been reported in the annual report. The income state-
ment under IFRS has been by the following items affecting
comparability.
Items affecting comparability (IAC) during the reporting pe-
riod and comparison periods = Financial impact of arbitral
award received in June 2021 as well as legal cost related
to the arbitration proceedings.
92 93
Dividend payment
The Board proposed to the Annual General Meeting that a
dividend of EUR 0.45 be paid for the nancial year 2021,
representing 95 percent of reported earnings per share.
Financial calendar in 2022
Consti shall publish three interim reports during 2022:
• Interim report 1–3/2022 will be published
on 29 April 2022
• Half-year nancial report 1–6/2022 will be published
on 22 July 2022
• Interim report 1–9/2022 will be published
on 27 October 2022
Interim reports are published at approximately 8.30 a.m.
Finnish time. A press conference for analysts, portfolio
managers and media will be arranged in connection with
the publication of nancial reports.
Investor relations
The aim of Consti’s investor relations activity is to support
the appropriate valuation of the Consti share by providing
capital markets with all essential up-to-date information
about the company’s business, strategy and nancial po-
sition. In addition, Consti aims to increase interest in the
company among equity investors and analysts, improve
the loyalty of current shareholders and reach new inves
-
tors and analysts interested in the company.
Consti observes a 30 days closed period preceding the
publication of its results. During this time the company’s
representatives do not meet with investors or analysts, or
comment on the company’s nancial position. At other
times, we are happy to answer the enquiries of analysts
and investors by phone or email, or at the investor meet-
ings arranged.
Share
Consti Plc’s shares are listed on Nasdaq Helsinki. The
shares are included in the book-entry securities system
maintained by Euroclear Finland Oy. The company has a
single series of shares, and each share entitles its hold-
er to one vote at the Annual General Meeting. The com-
pany’s shares have no nominal value. As at 31 December
2021, the total number of shares totalled 7,858,267 and
the share capital amounted to EUR 80,000.
Share information
• Listed on Nasdaq OMX Helsinki Ltd
• List: Nordic Small Cap
• Trading code: CONSTI
• ISIN code: FI4000178256
• Sector: Industrials
• Industry: Industrial Goods & Services
• Number of shares 31 Dec 2021: 7,858,267
• Listing date: 11 December 2015
Shareholders
At the end of December 2021, Consti Plc had 2,744 share-
holders in the share register. Distribution of shareholders
is shown in the table and graphs presented below. At the
end of December 2021, non-Finnish shareholders held
approximately 15.8% of Consti Plc’s shares. Majority of
the shares held by non-Finnish shareholders were nomi-
nee-registered. Only shares registered in the sharehold-
ers’ own name entitle their holders to vote at Sharehold-
ers’ Meetings.
Annual General Meeting
Consti Plc’s Annual General Meeting (AGM) will be held
on Tuesday 5 April 2022 at 1.00 p.m. through exception-
al arrangements without the presence of the shareholders
or their proxy representatives at the address of ValimoPark,
Valimotie 16, FI-00380 Helsinki.
The shareholders and their proxy representatives can
participate in the meeting and exercise their rights only
by voting in advance and by presenting their counterpro-
posals and questions in advance.
Shareholders who wish to attend the AGM must be regis-
tered on 24 March 2022 in the company’s shareholders’
register held by Euroclear Finland Oy. Shareholders should
vote in advance according to instructions further specied
in the notice to the annual general meeting by 29 March
2022 at 4.00 pm. Such notice can be given:
a) on Consti Plc’s website at https://investor.consti./en;
b) by email on agm@innovatics.; or
c) by letter addressed to Innovatics Oy, Annual General
Meeting / Consti Plc, Ratamestarinkatu 13 A, 00520
Helsinki, Finland.
Contact details
Esa Korkeela
CEO
tel: +358 40 730 8568
email: esa.korkeela(at)consti.
Financial documents can be obtained from:
Consti Plc
Valimotie 16, 00380 Helsinki, Finland
tel: +358 10 288 6000
email: IR@consti.
Further investor information can be found at www.consti. -> Investors
Joni Sorsanen
CFO
tel: +358 50 443 3045
email: joni.sorsanen(at)consti.
Major shareholders 31 December 2021
Number of
shares %
Lujatalo Oy 790,000 10.05
Heikintorppa Oy 750,000 9.54
Wipunen Varainhallinta Oy 750,000 9.54
Fennia Life Insurance Company 520,525 6.62
Korkeela Esa 434,637 5.53
Kivi Risto 380,267 4.84
Kalevo Markku 299,128 3.81
Korkeela Antti 176,594 2.25
Varma Mutual Pension Insurance Company 172,000 2.19
Drumbo Oy 150,000 1.91
Consti Oyj 123,739 1.57
Norvier Oy 106,463 1.35
Sto-Rahoitus Oy 100,000 1.27
Säästöpankki Pienyhtiöt Fund 78,432 1.00
Holopainen Marko 71,600 0.91
Wip Nordic Equity Fund 60,000 0.76
Hakakari Tapio 55,400 0.70
Calidris Oy 50,000 0.64
Olen Ab 50,000 0.64
EAM Consti Holding Oy 40,122 0.51
20 largest owners, total 5,158,907 65.65
Nominee registered 1,236,211 15.73
Others 1,463,149 18.62
Total 7,858,267 100.00
1–100
101–1,000
1,001–10,000
10,001–100,000
100,001–500,000
500,001–
Distribution of
shareholding by size range
1%
5%
7%
13%
31 Dec
2021
Households
Corporations
Foreign shareholders
Financial and insurance institutions
Public sector organisations
Non-prot institutions
Distribution of
shareholding by sector
0.2%
31%
42%
16%
9%
2%
31 Dec
2021
51%
23%
INFORMATION FOR INVESTORS
AND SHAREHOLDERS
CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS CONSTI PLC KEY FIGURES AND INFORMATION FOR SHAREHOLDERS
JAN
FEB
MAR
APR
MAY
JUNJUL
AUG
SEP
OCT
NOV
DEC
4 February
Financial statements
Bulletin 2021
5 April
Annual General
Meeting
27 October
Interim Report
January–September
22 July
Half-year
Financial Report
January–June
29 April
Interim Report
January–March
2022
94
CONSTI’S NET IMPACT PROFILE
Net impact analysis of Consti’s operations was performed for
October 2020 – September 2021 by Upright Oy. The analysis
looked at the overall impact of the services provided by Consti
on the environment, health, society, and knowledge.
According to the analysis conducted by Upright Oy, Consti’s
net impact ratio is +35%, which means that Consti’s overall
impact on its social and ecological environment is clearly pos-
itive. According to the net impact data, Consti creates a more
positive effect with fewer resources compared to the weighted
NEGATIVE SCORE POSITIVE
SOCIETY
Jobs
Taxes
Societal infrastucture
Societal stability
Equality & human rights
+3.5
+1.1
+1.4
+0.8
+0.1
+0.0
+0.1
+0.1
+0.1
+0.1
+0.1
+0.7
-0.1
-0.1 +0.0
+0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
-0.0
+0.0
+0.0
+0.0
-0.2 +0.0
+0.0
-1.3
-0.5 +0.0
-0.1 +0.0
-0.8
+0.1
-0.6
+0.0
+0.1
+0.1
-0.8
+0.2
-0.0
+0.0
+0.0
+0.1
+0.1
-1.4
-0.6
-0.2
-0.1
-0.1
-0.5
+3.5
+0.2
+0.4
+0.7
-0.0
-0.8
-0.1
-2.1
KNOWLEDGE
Knowledge infrastructure
Creating knowledge
Distributing knowledge
Scarce human capital
HEALTH
Physical diseases
Mental diseases
Nutrition
Relationships
Meaning & joy
ENVIRONMENT
GHG emissions
Non-GHG emissions
Scarce natural resources
Biodiversity
Waste
+1.1
+1.4
+0.8
average of Helsinki stock listed companies – resulting in a
more positive net impact ratio.
The net impact analysis will enable Consti to develop its
operations to become even more responsible. Furthermore,
the analysis provides investors, customers and other relevant
stakeholders with comparable and transparent data on Consti’s
net impact prole.
NET IMPACT RATIO
+35%
96
www.consti.