Annual Report • Apr 26, 2017
Annual Report
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| CHAIRMAN'S LETTER 4 | |
|---|---|
| BOARD MEMBERS 7 | |
| ORGANIZATIONAL CHART 8 | |
| WORLDWIDE PRESENCE 10 | |
| 01 | SIGnIFICANT EVENTS 12 |
| 02 | CONSOLIDATED MANAGEMENT REPORt 18 |
| 03 | CORPORATE GOVERNANCE REPORT. 60 |
| 04 | CONSOLIDATED FINANCIAL STATEMENTs 100 |
| 05 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 106 |
| 06 | LEGAL OPINION 150 |
The world economy grew at a slower pace than expected in 2016, reflecting the fragility of the growth cycle currently under way. The main markets in which Corticeira Amorim operates followed this trend, although this did not check the development of the Group's activities.
The referendum in the UK and the US election were events that influenced almost all business decision-makers. Economic growth in the US, Corticeira Amorim's largest single market, was lower than in 2015, although it began to pick up in the second half. The Euro Zone, where some of the Group's most important markets are located, grew at a slightly faster pace than the US, although at a slower rate than in the previous year. Most notable in the other regions where Corticeira Amorim has significant markets was the stabilisation of the Russian economy at a slower growth rate.
In 2016, Corticeira Amorim achieved the best results to date in its long history. While our operating performance was better than in any previous year, the impact of the sale of US Floors, Inc., an associate company, also increased the final result.
It was also our best year to date in terms of consolidated sales, which increased to €641.4 million. Every Business Unit (BU) reported sales increases. Because of its weight in total sales, the performance of the Cork Stopper BU was the key element in the growth of Corticeira Amorim's consolidated sales. Significant growth was registered at every BU, with the Composite Cork BU, which performed exceptionally well in 2015, managing to maintain the same volume of sales in 2016.
Sales growth, together with a strong operating performance, resulted in a 21.5% increase in current EBITDA to €122.3 million. The EBITDA/sales ratio increased to 19.1%, a substantial increase (16.7%) on 2015, mainly due to an improvement in the gross margin, as well as efficiency and cost control programmes. Our financial operations continued to benefit from an on-going reduction in remunerated debt and from lower interest rates.
Corticeira Amorim's net profit exceeded €100 million for the first time, reaching a total of €102.7 million.
Innovative and even disruptive products, like Hydrocork; unequalled services that provide customers with added value such as NDTech; automation and operating efficiency programmes in every BU; an ambitious and continuous research, development and innovation (RD&I) programme; initiatives to promote and enrich new approaches to using cork led by the Amorim business incubator; innumerable partnerships and projects that, both in Portugal and internationally, promote the singularity of cork and Corticeira Amorim's unique skills in using it; a huge team – more than 3,600 employees across the world – whose skill, professionalism and enthusiasm are the foundation of our business activities and a guarantee of its continued success: these are the assets on which Corticeira is built.
Another highlight of the year was the Forest Intervention Project launched by Corticeira Amorim, which aims to change the current landscape of cork oak forests, focusing on far-reaching initiatives, such as reducing the length of the first cycle of cork extraction. This ambitious project is still in its initial stages, but will be absolutely critical for the future growth of the sector. Other initiatives are under way that we see as highly promising and likely to stimulate fresh interest in plantations and other areas forested with cork oaks, Portugal's national tree.
The future will always bring us new challenges, but I am confident that with our vision, skill, determination and passion, together with the unique qualities of cork, the material with which we work, we will continue to advance along our successful path.
I would like to conclude by expressing, on behalf of the Board of Directors and myself, our special thanks to all our stakeholders for their confidence in the Group and for their motivation.
Cordially,
António Rios de Amorim
António Rios Amorim Chairman
Nuno Filipe Vilela Barroca de Oliveira Vice-Chairman
Fernando José de Araújo dos Santos Almeida Member
Cristina Rios de Amorim Baptista Member
Luísa Alexandra Ramos Amorim Member
Juan Ginesta Viñas Member
Augusto Fernando Correia de Aguiar-Branco Chairman
Rita Jorge Rocha e Silva Secretary
Manuel Carvalho Fernandes Chairman
Ana Paula Africano de Sousa e Silva Member
Eugénio Luís Lopes Franco Ferreira Member
Durval Ferreira Marques Substitute Member
STATUTORY AUDITOR
Pricewaterhousecoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda, represented by António Joaquim Brochado Correia (ROC) or by José Pereira Alves (ROC) Auditor
Hermínio António Paulos Afonso (ROC) Substitute
Amorim Cork Research, Lda. Mozelos – Portugal
Mozelos – Portugal
Mozelos – Portugal
Amorim Florestal, S.A. Amorim & Irmãos, S.G.P.S., S.A.
Amorim Florestal, S.A. Ponte de Sôr – Portugal Amorim Florestal, S.A.
Coruche – Portugal
Amorim Florestal, S.A. Abrantes – Portugal Amorim Florestal, S.A. Unid. Ind. Salteiros
Ponte de Sôr – Portugal Amorim Florestal España, S.L
Algeciras – Spain
Amorim Florestal España, S.L. San Vicente de Alcántara – Spain
Amorim Florestal Mediterrâneo, S.L . San Vicente de Alcántara – Spain
Comatral – Compagnie Marocaine de Transformation du Liège, S.A.
Skhirat – Morocco S.N.L. – Societé Nouvelle du Liège, S.A. Tabarka – Tunisia Trefinos, S.L.
S.I.B.L. – S.A.R.L. Jijel – Algeria
Augusta Cork, S.L.
San Vicente de Alcántara – Spain
Provision Production Distribution Amorim & Irmãos, S.A. Santa Maria de Lamas – Portugal Amorim Top Series, S.A Argoncilhe – Portugal Amorim & Irmãos, S.A Unid. Ind. Valada Valada – Portugal Amorim & Irmãos, S.A Unid. Ind. Coruche Coruche – Portugal Amorim & Irmãos, S.A. Unid. Ind. Champanhe Santa Maria de Lamas – Portugal Amorim & Irmãos, S.A. Unid. Ind. Portocork Santa Maria de Lamas – Portugal Amorim & Irmãos, S.A. Unid. Ind. Salteiros Ponte de Sôr – Portugal Francisco Oller, S.A. Girona – Spain ACIC – USA LLC
Amorim Cork America, Inc.
Girona – Spain
Amorim & Irmãos, S.A. Unid. Ind. Distribuição Santa Maria de Lamas – Portugal Trefinos Australia, Pty Ltd Adelaide – Australia Amorim Cork Services, Lda. Amorim Australasia Adelaide – Australia Amorim Cork Ventures, Lda. Amorim Cork Italia, S.p.A. Conegliano – Italy
Amorim Cork Deutschland, GmbH Bingen am Rhein – Germany
Amorim Cork Bulgaria, EOOD Sofia – Bulgaria
Napa Valley, CA – USA
Napa Valley, CA – USA Amorim France, S.A.S. Eysines, Bordéus – France
Amorim France S.A.S. Unid. Ind. Sobefi Cognac – France Amorim France S.A.S. Unid. Ind. Champfleury
Champfleury – France Victor y Amorim, S.L. Navarrete (La Rioja) – Spain
Amorim Cork España S.L.
San Vicente de Alcántara – Spain
Hungarokork Amorim, Rt. Veresegyház – Hungary Korken Schiesser, GmbH Vienna – Austria
Portocork America, Inc. Napa Valley, CA – USA
Amorim Cork South Africa (PTY) Ltd. Cape Town – South Africa
Corchera Gomez Barris, SA Santiago – Chile
Wine Packaging & Logistic, SA Santiago – Chile
Industria Corchera, S.A. Santiago – Chile Société Nouvelle des Bouchons Trescasses, S.A.
Le Boulou – France I.M. «Moldamorim», S.A. Chisinau – Moldavia
Amorim Cork Beijing, Ltd. Pequim – China
S.A. Oller et Cie Reims – France
Corchos de Argentina, S.A. Mendoza – Argentina
Agglotap S.A. Girona – Spain
Sagrera et Cie
Reims – France Trefinos Italia SRL
Treviso – Italy Trefinos USA Fairfield, CA – USA
Trefinos Australia Adelaide – Australia
Bouchons Prioux S.A.R.L. Epernay – France
Amorim Top Series France S.A.S. Cognac – France
Amorim Cork Composites, S.A. Amorim Revestimentos, S.A. Amorim Isolamentos, S.A.
Production Distribution Amorim Revestimentos, S.A. S. Paio de Oleiros – Portugal Amorim Benelux B.V. Amorim Revestimentos, S.A.
Tholen – Netherlands Amorim Isolamentos, S.A. Lourosa – Portugal Amorim Deutschland GmbH & Co. KG Delmenhorst – Germany Amorim Flooring Austria GmbH Vienna – Austria Amorim Isolamentos, S.A. Lavardac – France Amorim Flooring (Switzerland) AG Zug – Switzerland Amorim Revestimientos, S.A. Barcelona – Spain Dom Korkowy, Sp. Zo.o Krakow – Poland
Trevor, WI – USA Amorim Flooring North America Hanover, MD – USA
West Sussex – United Kingdom Cortex Korkvertriebs GmbH Nürnberg – Germany
Hadsund – Denmark Amorim Flooring UK, Limited
Manchester – United Kingdom
Amorim Flooring Rus, LLC Moscow – Russia
Vendas Novas – Portugal
Mozelos – Portugal
Amorim Isolamentos, S.A. Silves – Portugal
Mozelos – Portugal Amorim Industrial Solutions Imobiliária, S.A. Corroios – Portugal
Amorim Cork Composites, S.A. Mozelos – Portugal
Amorim Compcork, Lda.
Corticeira Amorim France, S.A.S.
Xi'an – China Amosealtex Cork Co., Ltd
Shanghai – China Amorim Cork Composites, Inc.
Amorim Cork Composite, LLC Moscovo – Russia Timberman Denmark A/S
Amorim Revestimentos presented new collections from Wicanders at Domotex in Hanover, Germany, thus reinforcing the robust and sustainable positioning of this premium natural cork flooring brand. Inspired by recent eco-design trends, and using Realistic Surface printing technology, Reclaimed [Visuals with a story to tell] has been entirely designed using pre-used wood and stone visuals, thus highlighting the typical look of individual reclaimed items, each of which has their own unique story to tell.
Conceived under the motto "Why only fit in when it was created to stand out", the Authentica collection is a truly revolutionary solution and a more ecological option, that differs from other products in this vinyl visuals segment, because it dispenses with the solid vinyl layer and increases the thickness of the cork inlay.
Amorim Cork Composites' AluCORK® flooring solution has been chosen for CP – Comboios de Portugal's new generation of highspeed trains. The project foresees global remodelling of CP's 10 Alfa Pendular trains, in order to optimize passenger comfort and safety and increase energy efficiency. Offering a weight reduction of around 40% – compared to alternatives with comparable thickness available in the market – the AluCORK® system reduces energy consumption and running expenses of such high-speed trains.
Corticeira Amorim teamed up with the London Fashion Week to support the official Portuguese representation at the International Fashion Showcase (IFS) – a joint initiative of ANJE and Aicep Portugal Global – which took place at Somerset House in central London, showcasing cork in a high-profile international event.
The materials provided by Corticeira Amorim, such as expanded cork agglomerate and composite agglomerate solutions, included Wicanders Dekwall wall coverings that shaped the aesthetics of this exhibition space, that had markedly avant-garde lines. Corticeira Amorim ceded 1 ton of cork to the International Fashion Showcase, spanning different solutions from a broad portfolio of interior design solutions.
Amorim Isolamentos is a partner of the FloatWing project, developed in conjunction with IteCons, Constálica and Friday, which involves the creation of a floating modular house, launched in the market as an innovative tourism concept. The first model produced to date is moored in the Alqueva dam, and can be rented for city-breaks. The house can also be moved to other holiday destinations. The mobile frame offers complete modern comforts and is 100% environmentally friendly. The house is insulated using expanded cork agglomerate – applied to the floor, roof and partition walls – thus also contributing to the green design of this new space.
Amorim Cork Ventures launched its first startup in the market, with an innovative concept of cork flip-flops. ASPORTUGUESAS were launched in the market with 11 models. The differentiating aspect of this collection is the innovative cork sole, which is ecological and comfortable and available in a fun palette of colours.
Using cork as its main raw material, ASPORTUGUESAS offers an innovatively designed sole (which offers greater walking comfort), a more ergonomic and comfortable strap, greater resistance in the connection between the strap and sole, and greater adhesion on wet floors.
TIPSY, by Keiji Takeuchi, was included within Corticeira Amorim's MATERIA collection – curated by Experimentadesign, that offers brand new everyday cork objects, and includes 24 products from 12 Portuguese and international designers. Developed by the Japanese designer Keiji Takeuchi, this new wine bottle support, complements the existing product, SIX, and reinforces the collection's link to the world of wine. TIPSY has a minimalist aesthetic, evoking a balance between art and functionality and takes advantage of cork's unique characteristics, in particular its tactile properties.
TIPSY can be purchased in museums, interior design shops and furniture stores, with a recommended retail price of € 29.90.
Corticeira Amorim chosen as Company of the Year in the Excellens Oeconomia 2016 awards, a joint initiative of PricewaterhouseCoopers and Jornal de Negócios, which distinguished the company due to its important contribution to the Portuguese economy.
HELIX at the Cannes Film Festival. Ziobaffa is a brand of organic wines from Tuscany (Italy) that uses the HELIX packaging solution, and was chosen as the preferred wine at the iconic American pavilion in the 2016 Cannes Film Festival. This was an obvious choice for the film industry professionals given that the brand was developed while California-based filmmaker Jason Baffa was making his documentary "Bella Vita" in Italy, with surfer-environmentalist, Chris Del Moro and fifth generation winemaker, Piergiorgio Castellani – a valued client of Amorim Cork Italy and a leading wine trade innovator. Jasson Baffa states that Ziobaffa "offers a modern twist on an old tradition, which establishes a natural link with the HELIX packaging solution, as the best possible seal" – since it combines the benefits of cork's excellent sustainability credentials with a twist-to-open reusable stopper.
Corticeira Amorim presented NDTech, a truly innovative technology for the cork industry, offering wine producers the world's first natural cork stopper with a non-detectable TCA guarantee *.
NDTech introduces a ground-breaking individual screening process on cork stopper production lines. The screening is based on gas chromatography, one of the world's most sophisticated chemical analysis processes. Offering incredible accuracy, NDTech is able to detect any cork stopper that has more than 0.5 nanograms / litre (parts per trillion) of TCA, and automatically removes it from the production line.
NDTech's performance has been validated by leading research entities associated to the wine industry – Geisenheim University in Germany and the Australian Wine Research Institute in Australia.
NDTech is the result of a 5-year €10M investment programme, conducted in partnership with an international company that specialises in gas chromatography.
* Content of releasable TCA less than 0.5 ng / L. Analysis performed according to ISO 20752.
Beller Collection is the new line of interior cork coatings from
Knoll, that has received a MetropolisLikes award, in the framework of Neocon 2016, America's largest interior design fair. Developed in close partnership with Amorim Cork Composites, the new collection presented at Neocon was designed by the Norwegian designer Lars Beller Fjetland for the Spinneybeck brand. This is the first time that Spinneybeck has included a cork tile collection in its portfolio. Cork was chosen because of its natural characteristics and excellent sound insulation properties. Beller Collection includes two lines of wall coverings, whose names refer to Portugal's largest cities – Lisbon and Porto. Both lines have a contemporary design and high acoustic performance, together with great ease of installation.
Wicanders flooring solutions from Amorim Revestimentos, won awards In Portugal and abroad. The Authentica flooring range was one of the winners of the Muuuz International Awards in the "Natural Floorcovering" category. Organised by ArchiDesignclub and d'a magazine, this is an important initiative in the international architecture and interior design world, which attributed awards to 33 products from 15 countries in 2016.
In Portugal, the innovative Hydrocork collection won an Innovation and Construction award, in the Flooring category. Hydrocork's innovative character has been widely recognized by the company's various stakeholders, in several key markets. Hydrocork is one of Corticeira Amorim's best-selling products, due to the fact that this cork flooring combines water resistance, thinness and ease of application.
The Continuity exhibition, by Eduardo Souto Moura, held at the Centro Cultural de Belém, was sponsored by Amorim Isolamentos. The Garagem Sul hosted the exhibition of works by this renowned Portuguese architect between June 21 and September 18. The exhibition presented scale models and a series of eight original videos, directed by Takashi Sugimoto, which talk about symbolism and analogies found in Souto de Moura's oeuvre.
Amorim Isolamentos was the exhibition's main sponsor, in a partnership that included provision of more than 2,200 blocks of expanded cork agglomerate – a 100% natural material. Cork has been used for many years in architecture. A total of 330 m3 of cork, with different dimensions, was supplied.
The ranking by the consultancy firm, On Strategy / Brand Finance, placed Corticeira Amorim amongst Portugal's TOP 30 most valuable brands. While the first places on the list were occupied by energy firms, the cork industry leader was ranked in 25th place, reflecting the company's sustained strategic management and effective positioning, based on its 146-year track record of leadership in the sector.
Amorim Cork Ventures commenced its internationalisation process, with launch of an international business accelerator in partnership with Beta-i. Hosted in Barcelona, and modelled after similar initiatives developed in Portugal, the pioneering project held outside Portugal – 'Cork Challenge Barcelona' – comprised an 8-week acceleration programme.
Cork Challenge Barcelona aimed to select up to 14 new startups. The teams chosen for the business accelerator had access to 8 weeks of individual coaching and pitching practice sessions, as well as various workshops and mentoring sessions relevant to developing business models and adjusting products to the market.
Amorim Isolamentos, in partnership with Natural Grass, has developed a new cork-based natural turf solution that was used in four stadiums during the 2016 UEFA European Championship in France (Parc Olympique Lyonnais in Lyon, Toulouse Municipal Stadium, Geffroy Guinch Stadium in Saint-Etienne and the Nouveau Stade in Bordeaux). The innovative AirFibr technology incorporates cork, natural grass and synthetic micro-fibres, resulting in a turf that offers around a 40% reduction in the body impact from players' falls. In comparison with more traditional turf systems, AirFibr technology offers better turf preservation and high durability, even during periods of high rainfall.
Amorim Isolamentos' Insulation Cork Board (ICB), won a Green Dot Award, in view of its excellent sustainability credentials, at Archidex 16 – the leading international event for architecture, construction and interior design, held annually in Malaysia. ICB is a 100% natural, acoustic and anti-vibration thermal insulation solution with impeccable technical performance. Its multiple benefits include better indoor air quality (A +). Designed for indoor and outdoor installations, this natural cork insulation solution maintains the same level of performance throughout its entire life cycle, as opposed to other alternatives available in the market.
Cristina Rios de Amorim, director of Corticeira Amorim, won the Best Investor Relations Officer award at the 29th edition of the Investor Relations & Governance Awards. This annual award scheme, organised by Deloitte, rewards excellence in the Portuguese financial and business markets.
Corticeira Amorim collaborated in the "Iluminating the Woods" design workshop, held in the Domaine de Boisbuchet, coordinated by Rona Meyuchas Koblenz.
The invitation was made by Alexander Von Vegesack, President of Domaine de Boisbuchet and founder of Vitra Design Museum. Inspired by the natural elements found in a forest environment, this workshop focused on materials design. Participants were asked to create sustainable cork lanterns powered by wind and solar energy. As in previous editions, the workshop lasted one week, during which 10 designers from different countries – Dubai, Taiwan, Spain, USA, Peru, Japan and Lithuania – and from different cultural backgrounds had the opportunity to come into contact with cork and develop lighting solutions for the Boisbuchet forest.
Ilse Crawford, designer of the year, presented a cork-lined space in Maison & Objet. Every year, Maison & Objet distinguishes leading names in the international interior design world. In 2016, British designer, Ilse Crawford, was named Designer of the Year and was invited to design one of the main spaces of this world-class interior design event. Ilse Crawford designed the space of the Designers' Studio, a key meeting point for designers and architects, that aims to offer a calm area of reflection, in contrast with the busy, noisy environment that tends to predominate in such events. In this context, Ilse Crawford developed a mega cork installation, measuring about 30 m2 , that was a kind of giant memo board, in which she presented some of her most cherished projects, as well as photos of cork and Corticeira Amorim, which supported her in this project. Ilse Crawford has also been using cork in other projects, such as the Vitrahaus loft or the Sinnerlig furniture collection that she developed for Ikea.
Corticeira Amorim published its ninth Sustainability Report, covering 2014 and 2015. The report's information is presented in accordance with the G4 guidelines of the Global Reporting Initiative (GRI) for the Core level.
For the first time ever, in compliance with GRI's new guidelines, Corticeira Amorim constructed a materiality matrix based on the results of the stakeholder consultation process and the importance of various sustainability issues for the company. The matrix revealed that the key issues for Corticeira Amorim and stakeholders are Economic Performance, Research & Development and Innovation, Energy Efficiency, Climate Change and Human Capital Management. Given their relevance for the company, the report also addressed the themes of Biodiversity (Sustainable Management of Cork Oak Forests) and Occupational Safety and Hygiene.
HELIX entered the US market with the Bronco Wine Company. Red Truck® is the first wine to bring this innovative packaging concept to American wine consumers – the world's first cork stopper and glass bottle with an easy-to-open and reclose technology.
The Bronco Wine Company is one of the top five wine producers in the US, which places HELIX on a new level in terms of potential market penetration, in line with the innovation potential of this ground-breaking solution. Red Truck® follows in the wake of more than two dozen brands of wine in Portugal, Spain, France, Italy, Austria and South Africa, which have adopted the Helix packaging solution and are available in different markets.
The creation of a multisensory experience entitled "Occasion", designed by the performance artist, Isabel Lewis, highlighted cork. Amorim Cork Composites accompanied implementation of the on-site project and provided the necessary raw materials for complete coverage of a structure that served as the basis for the set design of the artistic performances presented. Cork's intrinsic characteristics – such as its excellent thermal and acoustic insulation capacity, appearance, softness to the touch, and also its associated sustainability values – were decisive for selection of this raw material.
NDTech won two major international innovation awards. The revolutionary technology – that eliminates any natural cork stopper with detectable TCA from production lines – won the Gold Innovation Award at Vinitech Sifel and the silver medal in the Innovative Tech category at Intervitis Interfructa Hortitechnica.
These are two leading wine innovation fairs, held in Germany and France, two of the world's most important wine markets. NDTech is the culmination of Corticeira Amorim's long-term strategy to combat TCA and is already available in 6 countries, with some of the world's most valuable wine brands already using this technology.
Volunteers from Corticeira Amorim planted 2000 cork oaks in Mora (Portugal). In a joint initiative, 80 volunteers from Corticeira Amorim planted 2000 cork oaks in Mora, with the support of Quercus – the National Nature Conservation Association – in Herdade da Barroca, in the Parish of Pavia, owned by the Santa Casa da Misericórdia de Mora. Promoted within the scope of Corticeira Amorim's Natural Choice programme and Quercus' Common Forest project, the new reforestation initiative has contributed to planting 15,500 native trees in Portugal since 2011, above all cork oak trees.
Corticeira Amorim presented the book "Amorim, The Future is Our Present" with the company's first app. This is a work of great contemporaneity, whose look and feel positions cork as a raw material of excellence for the areas of design and architecture, but also in highly technological areas, without forgetting wine stoppers, which play an absolutely critical role for the company's business sustainability. Organised across "Themes" and "Projects" and with a layout featuring high-quality photographs, the book includes contributions by opinion leaders from different areas who, when working with cork, have played a decisive role in the international perception of this raw material, transforming it into an aspirational object and, above all, a solution for the future.
Corticeira Amorim's first corporate app was also developed to accompany the book's launch, now available on Google Play and the App Store.
1 MACROECONOMIC TRENDS IN 2016
Economic growth recorded in 2016 was marginally lower than in the previous year – the World Economy is estimated to have grown by about 3.1%. This is the weakest growth rate recorded since the Great Recession of 2009 and highlights the fragility of the current growth cycle. Despite the unexpected acceleration of the world economy in the second half of the year, developed economies recorded a slower rate of growth than anticipated, which compared unfavourably with 2015 and the overall potential growth rate. Emerging economies maintained a similar growth rate to that recorded in 2015, thus halting the progressive fall in growth rates recorded in the five previous years. Nonetheless, this level is only slightly above the worst performance since 2009.
2016 was dominated by an atmosphere of major controversy and discord – in the UK, the referendum resulted in the decision to leave the EU, whereas in the US, the candidate, Donald John Trump won the presidential election. These developments have generated significant turbulence in the financial markets and will condition the outlook of economic agents. Monetary policy involved significant quantitative easing, and as in 2015, budgetary policies were based on reducing restrictions to growth. It is believed that the emphasis of budgetary policy has now passed to fiscal policy. Nonetheless, the prospect of divergence of monetary policies dominated the evolution of financial markets, and affected the economic performance of several emerging economies, more noticeably than in 2015. Long-term interest rates increased sharply from August onwards. Economic developments diverged considerably worldwide, influenced by the evolution of energy factors. International trade grew at a remarkably low pace. In China, there was a stronger than expected growth rate, but this was insufficient to cancel out the trend towards slower growth rates observed over recent years, as a result of structural changes in the country's economic development model. Economic policy has been influenced by the management of macroeconomic imbalances and fears of a sharper drop in economic activity – the Chinese authorities opted for continued fiscal stimuli; In Brazil, by contrast, economic growth fell far short of expectations; In Turkey, buffeted by serious political, social and institutional instability, there was a sharp contraction in tourism revenues which is expected to result in substantially lower growth rates than had initially been anticipated; In Russia, that benefited from oil price evolution, imports were substituted by domestic production as a result of external sanctions and a credible monetary policy. The US dollar recorded mixed evolution during the year – in the first three quarters the US dollar exchange rate fluctuated widely without any defined trend. In the last quarter, after the US elections, the dollar strengthened considerably.
The Euro Zone, in turn, grew by around 1.7%, lower than the rate recorded in 2015. Growth was supported by the ECB's monetary policy of significant quantitative easing, the fall in energy input prices and less restrictive budgetary policy. Growth was sustained by the positive evolution of Private Consumption. Unemployment fell to 10.1% for the year – declining from 10.4% in January to 9.6% in December. Despite this positive overall trend, the overall unemployment rate still conceals major disparities – the unemployment rate in Germany was 4.6%, whereas it was 19.7% in Spain and 23.5% in Greece. Annual inflation was 0.3% – a marginal increase over 2015 – due to the fall in energy factor prices, with a downward trend recorded during the first half of the year, including negative values in several months; but with an upward inflationary trend from the summer onwards. The United States grew by around 1.6%, a slower pace than in 2015. This was the seventh consecutive year of economic growth since the Great Financial Crisis. Growth was particularly influenced in the first half of the year due to the impact of falling oil prices on investment in the energy sector. In the second half of the year, by contrast, the economy recovered remarkably. Continuous improvement in the labour market – the unemployment rate fell to a minimum of 4.6% in November – did not, however, lead to increased economic growth. Several international factors undermined investor and consumer confidence in the first three quarters of the year, but this situation reversed with the 8 November elections. Nonetheless, domestic consumption had relatively robust evolution. Inflation rose steadily throughout the year, almost attaining 2.0%.
Japan recorded lower growth than in 2015 – estimated to be around 0.9%, despite the increase in unorthodox monetary policy and public spending measures. The UK – somewhat surprisingly given the outcome of the EU membership referendum – recorded growth of around 2.0% in 2016, slightly lower than in 2015. Brexit was one of the key factors influencing economic activity in 2016 due to its unexpected result and the overall negative impact on the sentiment of economic agents. Australia, recovered from adjustment in the investment cycle in the mining prospecting sector, and recorded growth of 2.9% – higher than in 2015. In emerging and developing economies, growth remained at around 4.1%, albeit with disparities between the major economies. China grew faster than anticipated, at 6.7%, supported by continued fiscal stimuli. India's growth rate was estimated to be around 6.6%, approximately 1.0% lower than in 2015; Brazil, in turn, recorded a second year of economic contraction in 2016, with around a 3.5% fall; Russia, benefiting from the recovery of oil prices, exceeded expectations and recorded a minimum contraction of around 0.6%; Lastly, South Africa also grew less than in 2015, with growth of 0.3%.
Disparities of global monetary policy persisted in 2016 – between the US Federal Reserve and the other central banks of the developed economies. As in 2015, this divergence was concretised by a single USD headline rate increase in December, while the remaining economies continued to pursue various quantitative easing policies, in particular the European Central Bank, the Bank of Japan and the Bank of England. In the latter case, this was caused in response to fears arising from the EU membership referendum. In the emerging economies, there was also a wide range of different policies, resulting in more demanding financial conditions. While Mexico and Turkey raised interest rates, Brazil, India and Russia cut their rates. The downward trend in oil prices recorded since September 2015 persisted in the first months of 2016 and the crude oil price registered a 13-year minimum in February. However there was significant correction from June onwards. In November, OPEC and some other leading oil producers agreed to cut production levels in order to limit supply. Inflation recorded different tendencies during the year – in the last quarter, it increased in the developed economies, along with the rise in commodity prices. However, underlying inflation
remained broadly stable. In the emerging economies, upward inflationary pressures dampened. However, there was an increase in production prices in China, following four years of deflation.
Portugal recorded the third consecutive year of growth in 2016 after a three-year economic contraction between 2011 and 2013. The Portuguese economy is estimated to have grown by around 1.2%, lower than in 2015. Portugal also grew less than the other Euro Zone countries, thus accentuating the accumulated divergence with these countries. The economic slowdown was more visible in the first half of the year, reflecting the impact of several one-off factors (Angola, shutdown at a refinery in early 2016) on Net Exports. Tourism revenues were robust and expanded – representing already about 15% of all Exports. There was a contraction in Investment, which was another cause of the slowdown in economic growth. This contraction, which was not foreseen a year ago, marked the end of the trend of gradual and constant recovery of Investment since the extreme contraction of 2011/13. It is assumed to result from the uncertainty arising from unexpected world events – such as the UK referendum result in June but was mainly the direct result of policymakers' choices in terms of public investment, as well as the multiplier effect of the impact of these changes on the private sector. Despite this development, domestic demand made a positive contribution to economic growth. This contribution had a progressively lower impact over the year, demonstrating deceleration in consumption of durable goods. For the second consecutive year, public consumption contributed to economic growth. The monetary policy pursued by the ECB also stimulated economic recovery.
The effort to consolidate public accounts continued in 2016 – Portugal remained under review by the European Commission in the framework of the Excessive Deficit Procedure. The budget deficit is estimated to have fallen to levels of around 2.4% (including the impact of extraordinary measures). The structural deficit, excluding interest on the public debt, is estimated to have worsened. Public debt is expected to have increased by around 9.5 billion, leading to a higher debt-to-GDP ratio, which is estimated to be around 130.0%.
The Portuguese economy's financing capacity decreased in 2016 – the sum of the current and capital account balances was estimated to be 1.1%. It should be noted that 2016 represented the fifth consecutive year in which net foreign borrowing requirements recorded a surplus.
Unemployment continued its downward trend since 2013, when it reached a peak of 16.4%. Unemployment was around 10.2% at the end of 2016. The average rate during the year was 11.1%, compared with 12.4% in 2015. Inflation was marginally higher than in 2015, around 0.6%, reflecting, in the last quarter, the impact of the rise in energy input prices. Inflation was once again above the Euro Zone average.
The companies that make up the Corticeira Amorim universe are structured into Business Units (BUs). This report sets out their most important activities and developments in 2016.
In 2016, the Raw Materials BU reported an EBITDA of €18.3 million, €1.3 million more than in 2015. The main reasons for the increase were:
Sales rose by 9.7%, thanks to an increased focus on verticalising the business chain to expand the supply of products to the Corticeira Amorim value chain.
In regard to the cork purchasing campaign of 2016, the purchasing team was reorganised with a view to covering the largest possible area of cork-growing regions. The amount of cork acquired rose 15% in comparison with the 2015 campaign. Given the special characteristics of the cork business, where there is a limited timeframe for extracting the raw material, this approach to the purchasing campaign guaranteed the stable supply of the value chain in terms of quality and price. This included cork purchases in non-traditional markets to ensure that the increasing demand for raw material was met.
Two projects developed in 2016 deserve to be highlighted for their significant impact:
× The introduction into the disc manufacturing process for sparkling wine cork stoppers of reading machines equipped with new technology capable of significantly improving the quality of finished products;
× Automating cork preparation through the development of prototypes that provide a clearer picture of how cork preparation plants with higher levels of operational efficiency could develop in the future.
In 2016, the Raw Material BU further advanced its forest development project (research and extension), the main aim of which is to improve the outlook for cork forests by investing in initiatives designed to shorten the first extraction cycle, improve the reproductive material of cork oaks, and combat pests and diseases, among other objectives. Promising projects under way include the micro-irrigation of cork oaks to achieve high planting success rates and to accelerate initial tree growth, thus shortening the time between planting and cork harvesting.
The global wine market is currently valued at US\$304 billion and is expected to expand to US\$380 billion by 2022. Europe and North America dominate this enormous market. The US, Italy, France and Spain are the largest producers and consumers of wine. Europe accounts for more than 50% of the global wine trade, with approximately a million small and large-scale producers. French producers account for 84% of the world's most famous wine brands. World demand for wine is growing, partly by reaching many non-traditional wine production and consumption markets.
The global wine market is being driven by changing lifestyles and consumption habits, rapid urbanisation, increased levels of disposable income and the popularity of wine products for social celebrations. Heavy taxation and regulation, as well as the availability of alternative products, could prove a barrier to market growth. Innovative wine products with new flavours and increasing demand in non-traditional wine markets offer the greatest opportunities for market growth.
The European Union is the world market leader in wine production, consumption and trade, accounting for half the global market. Italy, Spain and France account for half the world's wine production. North America is the next most important region, with the US being the country that consumes the most wine in the world, having overtaken France in this regard. Latin America, Argentina and Chile are the largest producers and consumers of wine. The Asia-Pacific region is where wine consumption is growing fastest, reflecting the rapid rate at which local populations are adopting western lifestyles. China, India and Japan are the biggest markets in this region. Wine consumption is growing slowly in Africa, South Africa being the biggest market in the region.
The wine industry underwent a degree of consolidation in 2016, as did some market trends. These included:
In a demanding and uncertain market, the Cork Stopper BU faced enormous challenges in 2016. Different markets grew at different paces as a function of their geographical location, differing consumption habits and capacity for innovation. The consolidation of the industry and the value it represents in the world economy motivated the BU to introduce and strengthen critical skills for sustaining its business. This has enabled the BU to follow market movements and trends in an organised and focused fashion, adjusting its strategy whenever necessary.
Positioning itself as a cork specialist, the BU supplies the best cork stoppers in the market. It provides a differentiated service and a complete product portfolio covering every market segment, including
convenience products, and focuses on both traditional and emerging markets, especially China. The BU is dedicated to strengthening employee skills in its commercial structure and exploring partnerships, especially in technological areas, to advance operational efficiency and process reliability.
In 2016, the BU focused on growth and consolidating the technical and sensorial performance of its products. Research and development (R&D) and supply chain development were priorities. A customer– and market-centered culture is critical to its success in creating business partnerships and achieving sustained growth.
The BU enjoyed another year of growth in 2016, thanks to a number of important factors:
In 2016, the Cork Stopper BU recorded a 7.6% increase in sales revenue (+€29.9 million) and a 4.3% increase in sales volume to a total of 4.4 billion units. The sales mix altered slightly and positions in every business segment were strengthened.
The BU strengthened its competitive position in leading markets, registering strong growth in traditional markets such as France, Italy and Spain.
The following factors contributed to the increase in business:
Sales in the still wine segment increased 8.3% in revenue terms (€19.8 million) and 4.7% in volume (129 million units). In the sparkling wine segment, sales of champagne and similar cork stoppers rose by 4.7% in volume and 5.1% in revenue. In the spirits segment, corporate consolidation in the US and the impact of reduced customer stocks led to a 6% drop in sales.
Sales of natural cork stoppers increased significantly, and above expectations, by 6% in volume and 11.7% in revenue – an important performance for the sustainability of the business and for strengthening the image of the cork stopper as the best closure option.
A market-by-market analysis highlights some important variations: sales in France grew 24%, thanks to an excellent grape harvest in 2015; sales in Italy rose by 16% due to an increase in domestic consumption reflecting a rise in disposable income. Significant sales growth was also registered in Spain, Australia and Chile, the fruit of a commercial strategy aimed at improving the BU's competitive position. In the US, demand for natural cork stoppers increased in the premium and ultra-premium segments. This reflected increased awareness of wines produced in the Napa region, with the NDTech® stopper playing a vital role in this niche market.
Sales of Neutrocork stoppers rose by 16.3% compared with 2015. Neutrocork is the fastest growing product in the still wine segment, where its high level of mechanical and sensorial consistency is widely appreciated. Suited to wines with low and medium turnovers, it benefits from an attractive cost-quality ratio, having achieved an excellent level of sales penetration in the US, Italy, Chile, Spain, Australia, Argentina and Portugal – markets where innovation and product consistency are critical success factors. Neutrocork has made a decisive contribution to increased awareness of the Cork Stopper BU and has played a vital role in the combat against alternative closures.
In the still wine segment, Twin Top Stoppers are recommended for wines not intended to be stored for long periods in the bottle. Similar to natural cork stoppers, they are noted for their excellent mechanical performance. The biggest market for this product is the US, where exacting sensorial and mechanical standards are required. Sales of Twin Top stoppers fell by 7.9% in 2016, due to purchasing consolidation resulting from a number of US mergers and acquisitions.
The BU's gross margin increased 10.2% in comparison with 2015. Sales represented 77% of the increase, with the improved product mix and the exchange-rate effect accounting for the remainder. Measures to improve operating efficiency relating to raw material consumption and the introduction of artificial vision technology also contributed to the increase. A significant increase of about 2.6% in the cost of raw materials for natural cork stoppers had a negative impact on the gross margin.
Sales EBITDA EBITDA (% on sales)
Operating costs increased 5.4% compared with 2015 due to increased business activity and a delay in implementing operating efficiency measures programmed for 2016-2017. Despite this increase, the costs-sales ratio fell from 27% in 2015 to 26.5% in 2016. The main cost increases were in variable costs, specifically commissions, specialised work, insurance and travel.
The BU also registered a significant 16.6% increase in non-cash costs (amortisations and impairments) due to large investments made in recent years.
Although its full impact will only be achieved over the medium term, the operating efficiency programme helped control production costs and generated a slight improvement in productivity, with the cash costs-gross margin ratio dropping from 58% in 2015 to 54.6% in 2016, mainly due to the significant increase in the gross margin.
EBITDA increased 20%. EBIT rose 13.6% on 2015, reflecting the increases in sales and the gross margin, together with a slight increase in variable costs and stable fixed costs. Exchange rate differences had a positive impact of €1 million in comparison with 2015.
Capital invested rose 9.1% (€19.9 million), due mainly to an increase in the customer category (sales effect), with important improvements in current terms being registered for both customers and stocks. In spite of the increase in sales, greater supply chain visibility and measures to reduce low-turnover stocks made a decisive contribution to a €3-million reduction in working capital compared with 2015. The turnover of working capital increased from 3.22 in 2015 to 3.25 in 2016.
Investment totalled €22.4 million and was mainly targeted at improving quality, product and manufacturing reliability and operating efficiency.
× Splitting off the spirits business to improve its potential through the possible creation of future partnerships;
× The introduction of a prototype for automating the manufacture of natural cork stoppers, a disruptive concept in the industrial area with an potential for improving operating efficiency and product reliability;
In 2016, the total sales of the Floor and Wall Coverings BU returned to growth, increasing 6.6% on 2015 with a special emphasis on sales of manufactured products. While the Russian market registered another year of decline, albeit at a significantly slower rate than in 2015, the growth registered in every other region resulted in a reversal of the downward sales trend of 2015.
The commercial success of new products launched at the beginning of 2015 made an important contribution to sales growth. The new products are innovative in the way they combine the advantages of using cork to manufacture water-resistant flooring with modern, attractive designs organised in collections responding to consumer trends in different markets.
The launch of the Authentica range of floating flooring was particularly successful in the more traditional product area with an emphasis on eco-efficiency. The new range benefits from all the advantages of CORKTECH enhanced by a greater incorporation of cork in its manufacture, ensuring excellent performance in terms of thermal and acoustic insulation.
In January 2016, the Collaborative Innovation and Applied Research Centre (CICIA) was inaugurated as a support for the BU's commercial activities. Created in 2015 in partnership with the AR Academy, the centre plays a key role in disseminating the solutions the BU launches on the market. In this way, it makes a decisive contribution to forging closer relationships with key commercial partners and other stakeholders in the different regions where the BU operates.
This new strategy, which already produced visible results in 2016, represents a clear break from traditional marketing methods by prioritising closer proximity to stakeholders and the development of a culture aimed at creating messengers for the BU's strategy. Equipped with the appropriate knowhow, these messengers become promoters of the solutions that the Floor and Wall Coverings BU places on the market.
The trade product business increased 3% in 2016, a year in which the EUR/ USD exchange rate continued to exert negative pressure on margins.
In the trade product area, a focus was maintained on greater value added products, positioned in line with other products manufactured by the Floor and Wall Coverings BU and presented as complementary to a wide range of solutions in terms of their composition, thereby strengthening the BU's position among distributors.
Optimisation projects continued in the industrial area, with the focus on continued cost reductions to guarantee competitiveness and laying a foundation for sustained growth. To this end, new investments are expected in the coming years that will bring about a large increase in the BU's industrial capacity.
This new investment, focused on developing innovative flooring solutions based on composites incorporating cork, will lay the foundation for creating a new generation of CORKTECH products. At the same time, the BU will continue developing sales of the innovative Hydrocork, which was launched in 2015 and in 2016 had already gained a significant weight in the total mix of products sold.
In terms of the supply chain, work continued on optimising invested capital through the introduction of practices aimed at resolving problems related to materials with a low rate of turnover. These practices were extended to cover all the materials used by the BU, thereby strengthening its balance sheet.
Sales EBITDA EBITDA (% on sales)
In 2016, the EBITDA of the Composite Cork BU reached €17 million, an increase of 16.4% over the previous year and corresponding to a margin of 17% over sales.
Turnover remained relatively unchanged from the previous year, with sales reaching €100 million in 2016.
Core market sales (excluding raw materials and subcontracting) grew approximately 2%. But a reduction in outsourcing activities (sales of semi-finished products and the subsequent repurchasing of finished products) compared with 2015 significantly diluted core market sales in consolidated terms.
The overall growth of core market sales resulted from the mixed performance of the 25 segments that make up the BU's diversified portfolio. All priority segments reported sales growth with the single exception of Furnishings, where sales in 2016 fell significantly in comparison with 2105, a year of strong sales growth based essentially on specific time-limited projects. This effect was felt particularly strongly in the European market, which failed to match the performance of the North American market (where sales rose slightly) or Asia, which registered expressive growth.
The launch of new products onto the market did not contribute as much to the growth of business as it had in previous years, due to a number of difficulties.
The average commercial profitability of sales deteriorated somewhat due to a slightly less favourable sales mix as well as some one-off downward adjustments in price and a certain amount of pressure from a negative exchange rate effect, albeit small, mainly related to sterling. This effect was compensated for by not insignificant increases in the average consumer prices of some of the most important non-cork raw materials used by the BU and by internalising the production of semi-finished materials, which in 2015 had been purchased from third parties as part of the transfer of cork-rubber operations.
In fact, 2016 was the first year in which the operating efficiency benefits of relocating the cork agglomerate production line were felt for a full financial year.
These efficiency gains freed up the necessary financial resources for implementing the BU's organisational transformation programme, all of the components of which are now under way, and for strengthening the commercial structure – both fundamental pillars of the growth strategy currently being put into practice.
In 2016, several initiatives were undertaken with the aim of underpinning an excellent medium– and long-term economic performance in areas including human capital, partnerships, innovation capacity and technology. While projects relating to people and teams advanced normally and produced visible short-term results, the execution and generation of results proved slower in the other areas.
A number projects aligned with the ambitions that the Group shares at all levels were undertaken in 2016. Highlights include:
× Defining implementation plans for global growth strategies in priority regions, including the mapping of opportunities, drawing up business and partnerships models, setting targets, and defining migration pathways and key milestones;
× Developing a global mapping platform covering business stakeholders and implementing a digital marketing plan with a view to increasing sales potential that includes the following aspects of corporate communication: visibility, efficacy, efficiency, coherence, quality, attractiveness and involvement;
Taking into account the BU's positioning as a supplier of cork-based materials for an enormous range of applications, its analysis of how the market evolves is based on a cross reading of the particular region and segment in question, the latter being understood as the sector of activity involving customers.
In 2016, due to a slight drop in sales by the group of industrial segments (-2.2%), the weight of this cluster in the BU's total sales portfolio fell slightly to 39%.
Market turnover rose by about 2%, a performance that was somewhat dissipated in the operating account due to the reduction in non-core sales (subcontracting with no sales margin).
This growth was driven by the positive performance of flooring-related segments, both manufacturers and distributors, which compensated from some significant losses in the industrial segments, and, above all, in a furnishing segment project.
The growth in EBITDA resulted mainly from an improvement in the gross margin-to-raw materials ratio as well as a significant reduction in direct industrial costs and impairments.
The exchange rate factor had a positive overall impact, although this was significantly lower than in the previous year. This was mainly due to opportunely contracted EUR/USD hedging operations that generated a gain compared to hedging operations in 2015. As already mentioned, the exchange rate effect was slightly negative when applied strictly to sales, due mainly to the evolution of the EUR/GBP exchange rate in 2015.
Following the relocation and respective upgrading of the cork rubber composite production line in 2015, investment in fixed assets fell somewhat in 2016 to a total of €2.6 million. The main investment projects in 2016 were:
As in 2015, significant investments were made in human resources in terms of numbers, quality and skills in an effort to bridge the gaps identified between the BU's starting position and the goals set out in the Ambition 2020 programme.
Sales EBITDA EBITDA (% on sales)
The Insulation Cork BU registered a 14% increase in sales volume compared with 2015. The increase was mainly due to the Group's strategic decision to resume sales of milled cork. Excluding this effect, sales rose by about 1%. The positive impact was principally due to an increase of about 20% in MDFachada expanded cork agglomerate products.
The Gross Margin rose more than 6% compared with 2015. This growth was mainly due to an increase in business activity. However, a significant increase in sales of lower value-added products led to a 6-percentage point reduction in the gross margin percentage compared with the previous year.
EBITDA rose to €2.2 million, an increase of 74% compared with 2015. A reversion of customer debt impairments and the previously mentioned growth in sales made significant contributions to the increase.
During 2016, the BU engaged in a number of initiatives aimed at enhancing its business potential and consolidating its leadership in the supply of expanded cork agglomerate solutions, thereby improving its profile and perceptions of the real value of its products. These initiatives included:
In terms of operating efficiency, the adoption of more efficient working methods, rigorous cost control and investments made in the BU's manufacturing units in recent years produced significant improvements.
Sales EBITDA EBITDA (% on sales)
Insulation Cork — Sales & EBITDA (thousands euros)
The genesis of the Corticeira Amorim Group is intrinsically linked to the cork business. Since 1870, cork has been the core business of this leading Portuguese business group. Today, Corticeira Amorim is the world leader in the cork sector, supplying a wide range of cork products to diverse sectors of the economy, including wine, construction, real estate, telecommunications and tourism. Corticeira Amorim is today a multinational business group operating dozens of companies with an established presence across all five continents.
In keeping with Corticeira Amorim's upward path of growth and expansion, and, in particular, its proactive business strategy of continuous investment in research, development and innovation (RD&I), each business unit has developed its own R&D skills, enabling the Group to develop its own products and innovative solutions.
Management identified a need to create a transversal and autonomous unit to promote the centralisation and development of R&D activities within the Group, expanding its technical know-how to ensure the required levels of excellence in the quality and variety of the solutions that it offers to the market are achieved, as well as guaranteeing the use of state-of-the-art manufacturing processes and technologies.
To this end, Corticeira Amorim set up Amorim Cork Research, an R&D skills cluster, with the aim of overseeing the Group's R&D activities as well as the industrial property rights that it develops and owns. In 2016, R&D activities focused on the following projects:
In 2016, the most significant RD&I investments by the Cork Stopper BU focused on its three main product families: natural cork stoppers, sparkling wine stoppers and stoppers for spirits. The production processes used in making these different families of stoppers, the stoppers themselves and their interaction with the beverages they seal were at the centre of a large number of research projects that helped improve the reliability and performance of the manufacturing processes involved and the quality of the finished products. They also produced an enhanced understanding of the importance of different stoppers in regard to the evolution of the drinks for which they are intended.
The importance of a cork stopper as a closure for wine is not limited to its sealing capacity for liquids and gases, but also to the contribution it makes to the evolution of the wine in the bottle. A project developed in collaboration with institutions belonging to Portugal's National Science and Technology System (SCTN) generated a significant increase in knowledge on this subject, particularly in terms of the phenolic and volatile compounds present in cork that can migrate to the wine and contribute to its balanced evolution. This work is leading to important developments that will be published in specialised scientific journals.
The results of bottling tests made to compare different closures have underlined the importance of selecting the best stopper for ensuring
the balanced evolution of the wine in the bottle. The tests have shown that cork stoppers undoubtedly make the most important contribution to the balanced evolution of bottled wine, while alternative closures, such as plastic tops and screw caps, have shortcomings that are by no means negligible.
The consolidated market feedback on the use of Helix stoppers has confirmed their remarkable performance at every level, including excellent permeability and their contribution to the correct evolution of the wine in bottle, data that clearly shows the potential for increased future sales.
New alternative methods for marking cork stoppers were also successfully developed.
The industrial processes required for applying naturally-sourced surface treatments were brought into operation and the BU is now able to respond to market demand in this area.
The year of 2016 saw the launch of NDTech, a production line stopperby-stopper TCA[1] analysis process. The system individually analyses each stopper and can detect the presence of TCA at levels of 0.5 ng/l. The process has had a significant impact on customers, as, for the first time, the cork industry in general, and Corticeira Amorim's cork stopper BU in particular, can place natural cork stoppers on the market with an individual guarantee that they contain no TCA. The respective equipment was installed in 2016, internally tested and externally validated by renowned international oenology research centres. The external validations were successful, providing the necessary confidence for customers to participate in the project.
A NDTech prototype for analysing champagne stoppers with the same detection limit of 0.5ng/l was also validated internally and test stoppers will shortly be sent out to the market.
New methods for controlling the sensorial qualities of cork stoppers were developed, tested, validated and used in production in 2016 with a view to creating a capacity for better expressing the sensorial qualities of different lots of cork stoppers. These methods will be disseminated and put into practice at the BU's different industrial units during 2017.
Studies continued into the migration of TCA into bottled wines. The research provided an understanding of the important impact that environmental contamination (e.g. in storage cellars) can have on TCA contamination of bottled wine. The studies also provided data on the performance of alternative closures in regard to environmental contamination of this nature.
In 2016, the method of TCA analysis was significantly improved, ensuring standardisation across all the Cork Stopper BU's manufacturing units of the essential analytical details for obtaining credible results. This required making important adaptations at the different laboratories that prepare samples for testing, as well as changes in the quality control of the results obtained from analysis.
The initial stages of new curing processes capable of extracting TCA from both natural cork and granulate stoppers even more efficiently than existing methods were launched in 2016. After further research, these processes are expected to be implemented in 2017.
In the champagne segment, several studies were made with the goal of achieving a better understanding of the interaction of cork stoppers with wine, the performance of cork stoppers in comparison with alternative closures and why some stoppers exhibit disc expansion problems. Several bottling trials are being carried out in partnership with leading European customers, with physical, chemical and sensorial analyses being made as the wine evolves in the bottle. In partnership with an SCTN institution, a project aimed at discovering why disc expansion varies while stoppers are in the bottle is also under way. Interesting results have already been obtained, providing an understanding of what causes these expansion variations. The project will continue in 2017 with a view to developing a method for separating out discs with the potential to causes variable expansion rates.
A number of trials are under way in the area of spirit drinks to determine the performance of cork stoppers produced by the BU under both normal and extreme storage conditions. These projects will continue for a considerable time, given that bottled spirits can be stored for long periods. The performance of TopSeries stoppers in comparison with cylindrical stoppers is also being studied by means of a bottling trial being carried out in partnership with a leading customer in this area.
In collaboration with an SCTN institution, new natural surface treatments with additional advantages in terms of thermal resistance and dust release were developed and tested.
The stability of agglomerate glues in contact with drinks with a high degree of alcohol content were studied in partnership with a reputed European institute. The study produced highly positive results, providing assurance that the respective glues are chemically inert and physically stable.
The new anti-counterfeiting system, developed by the company in collaboration with an SCTN entity and already patented, underwent a number of adjustments so that it could be used in production, a development that will take place in 2017.
Detailed audits of all the BU's production processes with a view to identifying the critical variables that affect these processes were made in 2016. The data obtained will prepare the way for the implementation of Industry 4.0.
In 2016, the Floor and Wall Coverings BU launched Authentica, an alternative solution to its VinylComfort product line, under the slogan "Why just fit when it was created to stand out?"
The BU's Corktech technology was enhanced through the development of a new cork agglomerate which allows for a reduction in the decorative PVC layer and thus a thicker layer of cork. Its exclusive multi-layer structure provides for an acoustic, thermal and comfort performance that is unique for this type of product, without ant detrimental effects on the mechanical characteristics and resistance to wear for which VinylComfort is known.
Authentica was developed as a green alternative to wood and soft stone flooring as well as to floating PVC/LVT solutions. Free of phthalates-type plasticisers, it also contributes to better interior air quality.
The ArtComfort range was renewed with new visuals in the form of the RECLAIMED collection (Visuals with a story to tell), inspired by eco-design trends that focus on using environmentally-friendly and reusable materials. Comprising four wood and three stone visuals, the collection makes it possible to replicate the appearance of stone and wooden flooring on a cork floor with a precision that was previously unobtainable. This is achieved by realistic surface printing technology developed for consumers who appreciate the benefits of cork flooring, but who prefer the aesthetics of wood and stone floors. The RECLAIMED
range was entirely created using images taken from used wood and stone floors, creating the appearance of unique restored floors with their own story to tell.
Given the market's positive reception of the Hydrocork PressFit product range and in preparation for 2017, steps were taken in 2016 to develop new sizes and new stone visuals for this collection. The range is designed for use in large spaces and commercial area with high traffic levels. Work also began on developing an alternative solution for gluing this products to floors.
Based on an analysis of the reasons for the success of the Hydrocork range, the SUBERTECH project, involving an estimated investment of €11 million, was launched with the aim of developing a water-resistant cork agglomerate with a better acoustic and thermal performance than any HDF, WPC or PVC materials. The project is also designed at producing a product that is 100% free of PVC, that can be machined and that will result in a reduced level of emissions.
A study was launched into new visual concepts for cork targeted at the CorkComfort and Dekwall ranges and aimed at launching in 2017 a completely new concept for this type of visual, thereby strengthening the leadership of the Floor and Wall Coverings BU in the fields of cork visuals. To bring this about, new pressing and painting technologies were tested in production.
The mission of the Composite Cork BU is to develop new cork solutions and research the potential of different business areas for using cork composites.
In 2016, the BU strengthened its RD&I capacity by implementing a technical and project management training plan, expanding its laboratory and introducing a test and trial operations management system. In the area of developing R&D processes, a collaborative digital platform was launched. This tool promotes internal communication and improves efficiency in regard to developing new projects and products.
The process of expanding the network of bodies belonging to the international scientific and technological systems that collaborate with the BU was strengthened. The network currently involves more than 20 European research bodies that collaborate with the BU in R&D projects, knowledge transfers, problem-solving seminars and the creation of new product concepts.
The strategic focus of the BU's innovation projects led to the creation of new products for a range of market segments and different regions, including:
Introducing into the market new materials certified for direct contact with foodstuffs in accordance with European legislation and Germany's LFGB[3] standard, making Corticeira Amorim the first manufacturer of composite materials to receive such certification;
Launching a new product for specialised retailers for absorbing vibrations from household appliances that combines recycled raw materials with cork;
In a systematic and increasingly collaborative way, the BU continues to carry out research and create new product proposals in which the use of cork constitutes a distinctive competitive advantage by enhancing performance and adding value.
In 2016, the Insulation Cork BU continued work on development cycles that were begun in 2015 and launched new R&D projects, in partnerships, with the aim of maintaining the pace of its research activities. These initiatives included:
These projects are part of a strategy for developing innovative products and applications by creating new solutions that add value to the use of cork as a raw material.
2 International Maritime Organization 3
Lebensmittel und Futtermittelgesetzbuch.
Amorim Cork Ventures completed its second full year in operation in 2016. After establishing its ideas and methods in 2015 and enlisting a group of significant partners to support entrepreneurship, it will begin work on internationalising its concept in 2016.
In 2015 Amorim Cork Ventures promoted and organised two calls for proposals for new ideas and/or businesses involving cork together with acceleration programmes for these proposals. For the first time, one of these programmes was held outside Portugal, in Barcelona.
The strong adherence of entrepreneurs from several countries to these initiatives by Amorim Cork Ventures again demonstrated the versatility of cork and its growing reputation. More than 120 candidates made proposals in response to the two calls.
Three start-ups were launched in 2016, bringing the total number of affiliated companies that joined Ecochic Portuguesas, which in March 2016 launched the first collection of the ASPORTUGUESAS brand of flip-flops. In 2016, the sales of this start-up were made mainly through its online store, with promising results for its ambition of expanding through other sales channels and into new regions. Amorim Cork Ventures created a new space for manufacturing and logistics activities in 2016, with an area of 3000 sq. metres, for installing the first production lines of the start-ups in which it participates.
Other highlights of 2016 were the development and launch of the incubator's new website (www.amorimcorkventures.com), its social media presence and the inclusion of Amorim Cork Ventures in Portugal's National Network of Incubators.
Corticeira Amorim continues to focus on aligning management sub-systems that foster efficiency and integrating them with the strategic aims of a balanced scorecard approach as an important guarantee of the company's sustained development. To guarantee the effective management of environmental and social factors, geared to achieving strategic objectives, Group companies have implemented management policies and systems in keeping with the non-financial risks that their activities incur and the opportunities that emerge in the markets in which they operate.
In 2016, Corticeira Amorim consolidated this alignment by renewing the certification of its different management sub-systems and companies and the gaining of five ISO 50001 certifications (relating to the energy management sub-system) by the Cork Stopper BU and an ISO 14001 certification (relating to the environmental management sub-system) by the Raw Material BU, as shown in the following page.
Special mention should also be made of the policies Corticeira Amorim has adopted in the form of voluntary ethical commitments related to economic, environmental and social responsibility. The different companies in the Group have adopted these commitments as a management model grounded on responsible competitiveness.
× To act in a responsible and ethical way in compliance with legal and regulatory requirements and the objectives applicable to the operations of subsidiary companies.
× To guarantee quality, based on the continuous improvement of processes as well as products and services and by searching for innovative solutions based on technological developments to meet customers' needs with competitive and differentiated solutions.
× To develop the skills and qualifications of employees, providing them with an encouraging, healthy and safe working environment.
Corticeira Amorim's activities have unique characteristics in the field of sustainability, constituting a rare example of interdependence between industry and an ecosystem, as well as generating wealth and preserving the environment. By engaging in the regular harvesting of cork, Corticeira Amorim ensures the viability of cork oak plantations in Portugal and the Western Mediterranean Basin, a natural resource that performs a fundamental role in capturing CO2, preserving biodiversity, regulating the hydrological cycle and combating desertification.
In addition to benefiting from cork as a gift of nature, Corticeira Amorim works to apply and strengthen sustainable development practices to all its operations. As with any other industrial activity, the company's manufacturing processes have an inevitable environmental impact. To minimise this impact, and in keeping with its own sustainable management principles and practices, Corticeira Amorim is committed to:
× To give preference, whenever possible, to suppliers who provide raw materials in accordance with the best social and environmental sustainability practices in regard to sourcing and production processes.
| Company (Country) | Cork Stopper Manufacturing Practice |
Quality | Environ ment |
Energy | Food Safety | Forest Products Chain-of Custody |
Health & Safety |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SYSTECODE | ISO 9001 |
ISO 14001 |
ISO 50001 |
ISO 22000 |
FSSC 22000 |
HACCP IFS Standard IFS PAC Secure Broker |
BRC | FSC | PEFC | OHSAS ISO 18001 |
||
| BU Raw-Materials | ||||||||||||
| Amorim Florestal (Portugal) | [1] | [13] | [5] | [10] | ||||||||
| Augusta Cork (Spain) | [1] | |||||||||||
| Amorim Florestal España (Spain) | ||||||||||||
| Comatral (Morocco) | ||||||||||||
| Amorim Tunisie (Tunisia) | ||||||||||||
| BU Cork Stoppers | ||||||||||||
| Amorim & Irmãos (Portugal) | [2] | [6] | [7] | [8] | [9] | [14] | [11] | |||||
| Amorim Top Series (Portugal) | [2] | [13] | ||||||||||
| Francisco Oller (Spain) | [1] | |||||||||||
| Corchos de Argentina (Argentina) | ||||||||||||
| Amorim Australasia (Australia) | ||||||||||||
| Korken Schiesser (Austria) | [14] | |||||||||||
| Amorim Cork América (USA) | ||||||||||||
| Portocork América (USA) | [14] | |||||||||||
| Amorim Cork Deustchland (Germany) | ||||||||||||
| Amorim Cork Italia (Italy) | [2] | |||||||||||
| Amorim Cork South Africa (South Africa) | ||||||||||||
| Amorim France (France) | [2] | |||||||||||
| Amorim Top Series France (France) | [2] | |||||||||||
| Portocork France (France) | ||||||||||||
| Portocork Italy (Italy) | ||||||||||||
| Hungarokork Amorim (Hungary) | ||||||||||||
| Industria Corchera (Chile) | [13] | |||||||||||
| Victor & Amorim (Spain) | ||||||||||||
| BU Floor & Wall Coverings | ||||||||||||
| Amorim Revestimentos (Portugal) | ||||||||||||
| Amorim Revestimentos (Germany) | ||||||||||||
| Amorim Benelux (Netherlands) | ||||||||||||
| Amorim Deustchland (Germany) | ||||||||||||
| Domkorkowy (Poland) | ||||||||||||
| BU Composite Cork | ||||||||||||
| Amorim Cork Composites (Portugal) | ||||||||||||
| Amorim Cork Composites (USA) | ||||||||||||
| Corticeira Amorim France (France) | ||||||||||||
| Amorim Compcork (Portugal) | ||||||||||||
| BU Insulation Cork | ||||||||||||
| Amorim Isolamentos (Portugal) | [12] |
[1]SYSTECODE Premium; [2]SYSTECODE Excellence; [3]Certificate nº: FR015595-1; [4]Certificate nº: 2011/CEP.3985; [5]Certificate nº: 2016/AMB.0807; [6]Certificate nº: 2000/AMB.014/2; [7]Certificate nº: 2016/ SGEn.0015; [8]Certificate nº: 2007/GSA.0011/2; [9]Certificate nº: FSSC-IS 190794; [10]Certificate nº: APCER-COC-150109; [11]Certificate nº: APCER-COC-150122; [12]Certificate nº: APCER-COC-150151; [13]In progress; [14]Practice assured
In support of business growth and the need to upgrade skills, the Group's human resources activities focus mainly on recruitment and the integration of new employees. Upgrading the skills of our employees has also taken on a prominent role and strategic training programmes, customised for individual employee segments, have been strengthened.
Continuing the trend of the previous year, recruitment was strong in 2016. Driven by increased production and sales, the number of employees grew significantly in the commercial and manufacturing areas, as well as in some areas that underwent restructuring.
The group strengthened its commercial skills, both in Portugal and overseas, with a view to ensuring coverage of regions that had not previously been considered.
Recruitment activity was intense, not only overseas, but also in Portugal. As a consequence of the restructuring of the industrial area (Amorim & Irmãos) and the commercial area (Amorim Cork Composites), employees were assigned new functions on the basis of skill assessments. This method proved useful and effective in the process of moving employees and upgrading their skills.
Corticeira Amorim ended 2016 with 3,602 employees, 1,053 of which were employed at its overseas companies. The average workforce during the year was 3,655.
Large investments were made in the sales force. These investments resulted in changes in structures, the movement of employees to new and different markets, the adoption of new methods (the creation of the "ACC Sales System", for example) and general training and skills development. The "AR Academy" – a training facility for the workforce of the Floor and Wall Coverings BU – was highly active (6,913 training hours).
The Cork Stoppers BU launched the first "From Bark to Bottle" programme, a basic training programme on the business and production of cork stoppers aimed at technicians and middle management. The same BU's "Cork+ School", which provides training in lean management methods, gave courses to more than 600 people in 2016.
A decision was also taken in 2016 to create a transversal structure across Corticeira Amorim to provide part of the training given by each BU from 2017 onwards.
Business focus, technical mastery and appropriate behaviour are the areas in which human resources development activities are predominantly focused.
For several years, Corticeira Amorim has adopted a performance management system for managers that combines goal-led management, performance assessment and an incentive programme. In 2016, a long-term goal was achieved: extending management by objectives and strengthening incentives to direct and indirect industrial employees with the launch of a pilot project called PrOA (the Goal and Assiduity Award). The results were interesting and the award is expected to be expanded to include all of the Group's BU's in the coming years.
Internal communication has been a strategic focus of Corticeira Amorim for many years. As a group that experiences countless changes, restructurings, business alterations and an intense level of recruitment, it is fundamental that different groups of employees are informed about and aligned with its short-, medium– and long-term objectives. This has led to a multiplication of communication channels – be they quick meetings before shifts start, quarterly meetings for communicating results, forums for contextualising and providing information about specific projects, or meetings related to particular areas (department heads, commercial operations, young managers, senior staff), the formal instances of communication multiply every year.
Preventing work-related accidents is a goal of the utmost importance to Corticeira Amorim. In an industrial sector with a high level of activity and frequent changes in the workforce, health and safety policies and practices are fundamental.
Corticeira Amorim has fewer and less serious accidents than the average for sector and always aspires to a better performance in this regard. Although the number of accidents fell by 21% in 2016, compared with the previous year, the goal is for an even greater decline in future years. The accident frequency index in 2016 was 20.21; the severity index was 511.27.
Corticeira Amorim's current share capital stands at €133 million, represented by 133 million ordinary shares with a nominal value €1 and conferring the right to a dividend. The flotation on Euronext Lisbon (hereafter referred to as BVLP – the Lisbon and Porto Stock Market) of the shares issued within the scope of the capital increase that took place on December 19, 2000 was added to the remainder of the company's shares listed on the BVLP from the beginning of 1991. These shares have been continuously traded on the national system since December 11, 1991.
On November 3, 2016, the companies Amorim International Participations, BV and Investmark Holdings, BV, holders of qualifying holdings of 15.086% and 18.778%, respectively in the capital of Corticeira Amorim, announced the launch of a private sale offer, each proposing to sell up to 6,650,000 shares, representing 5% of the capital stock of Corticeira Amorim, through an accelerated bookbuilding process (ABB). The ABB was completed on the same day with the placement of all the shares at €7.90 per share. In total, 13,300,000 shares representing 10% of the share capital of Corticeira Amorim were placed on the market, significantly increasing its free float from 15.136% to 25.136%.
At the end of 2016, Corticeira Amorim's share price was €8.5, an appreciation of 42.9% on the closing price at the end of 2015. About 10.8 million shares (104% more than in 2015, excluding transactions made in the ABB process) were traded in more than 35,000 separate trades (302% more than in 2015) in operations with a total value of about €81 million (239% more than in 2015, excluding transactions made in the ABB process).
In 2016, the average share price was €7.30 (compared with €4.35 in 2015). The shares reached a maximum price of €9.899 on October 19. The minimum price for the year of €5.20 was registered on February 9 and 10. The percentage change between the lowest and highest share price in 2016 was 90.37%.
The following charts illustrate Corticeira Amorim's stock market performance:
| 2012 | 2013 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|
| No. of shares traded | 2,856,436 | 2,184,858 | 3,481,685 | 12,693,424* | 10,801,324 |
| Share prices (€): | |||||
| Maximum | 1.65 | 2.40 | 3.65 | 6.29 | 9.899 |
| Average | 1.42 | 2.04 | 2.85 | 4.34 | 7.303 |
| Minimum | 1.27 | 1.56 | 2.20 | 2.99 | 5.200 |
| Year-end | 1.60 | 2.21 | 3.02 | 5.948 | 8.500 |
| Trading frequency | 85.2% | 89.3% | 96.1% | 98.8% | 100% |
| Stock market capitalisation at year-end (€) | 212,800,000 | 293,930,000 | 401,660,000 | 791,084,000 1,130,500,000 |
Source: Euronext *it includes 7 399 262 shares traded on the ABB.
Corticeira Amorim's total sales exceeded €600 million, with the following highlights:
Corticeira Amorim's quarterly sales exceeded €156 million, with the following highlights:
Corticeira Amorim's sales exceeded €330 million, with the following highlights:
October 20: Announcement of the sale of 25% of the capital of the US company US Floors, Inc.
Net profits to September reached €55 million, with the following highlights:
November 28: Announcement of a gross dividend payment of €0.08 per share.
December 12: Announcement of the conclusion of the sale of a 25% holding in US Floors, Inc.
Economic constraints in 2016 led to a slower rate of world growth than expected. The same trend was observed in the main markets in which Corticeira Amorim operates, but did not have a negative impact on the development of the Group's activities.
The referendum in the United Kingdom and the US elections influenced business decision-making in general. Growth in the US economy, Corticeira Amorim's largest market, was slower than in 2015, although the pace accelerated in the second half. The Euro Zone, where some of the Group's most important markets are located, registered slightly higher growth than the US, albeit lower than in 2015. In other areas where Corticeira Amorim has significant markets, the Russian economy experienced some downward stabilisation.
In 2016, Corticeira Amorim recorded the best results in the Group's history. Operating activity exceeded the best previous performances, while the sale of US Floors also made a positive contribution to the final result. In consolidated terms, the sale of the Group's stake in US Floors, Inc. produced a gain of about €30 million net of taxes.
It was a year of exchange rate stability, particularly in regard to the EUR/USD exchange rate. The USD strengthened in the fourth quarter, largely due to the US presidential elections. However, the evolution of exchange rates did not have a material impact on Corticeira Amorim sales.
It was also the Group's best year to date in terms of consolidated sales, which rose by €641.4 million, an increase of 6.1% on 2015. The pace of growth registered in the first nine months continued in the fourth quarter.
Every BU registered an increase in accumulated sales, although sales for the Composite Cork BU increased only slightly on 2015. The Floor and Wall Coverings BU consolidated its sales recovery with an increase of 6.6%, reflecting the success of both the Hydrocork® range and the new Vinyl Cork (Authentica) range.
The performance of the Cork Stoppers BU deserves highlighting because of its weight in Corticeira Amorim's overall business. In terms of products, the strong performance of natural cork stoppers and, once again, Neutrocork stoppers, as well as the first sales of stoppers with the NDtech service were all noteworthy.
Sales growth, together with a strong operating performance, resulted in a 21.5% increase in current EBITDA to €122.3 million.
The EBITDA/sales ratio increased to 19.1%. This represented a 16.7% increase on 2015, mainly due to an improvement in the gross margin as well as efficiency and cost control programmes.
Financial operations continued to benefit from an on-going reduction in remunerated debt and from lower interest rates.
As previously mentioned, gains from the sale of associated companies were registered as non-recurring items. The tax component of these gains was registered under corporation tax.
The increase in the effective rate of corporation tax was mainly due to the sale of US Floors, Inc. being carried out by a subsidiary based in the US, where the level of taxation is higher. The Group also adhered to Portugal's Special Plan for the Reduction of Indebtedness to the State (PERES), which allowed for the reversal of the interest rate component of provisions that had already been constituted.
Corticeira Amorim's net profit exceeded €100 million for the first time, reaching €102.7 million. Excluding the net effect of the sale of US Floors, Inc., net profit would have been €72.8 million, which would have represented an increase of 32.4% on 2015.
Due to a positive financial position in 2016, Corticeira Amorim was able to distribute a large amount of dividends, totalling approximately €31.920 million and corresponding to 24 Euro cents per share.
There not having been any material changes in the group of companies that make up Corticeira Amorim, the financial statements for 2016 are comparable with those of 2015.
Consolidated sales increased 6.1% on sales in 2015 (€604.8 million) to €641.4 million. In contrast to 2015, when exchange rates were more favourable, sales in 2016 were only minimally affected by them.
Because of its weight in the Group's total sales, the performance of the Cork Stoppers BU was a key element in Corticeira Amorim's sales growth, although every BU registered significant sales growth in 2016. In a sign of sustained sales growth, the Composite Cork BU maintained the same volume of sales as in 2015, a year of exceptional performance in which in its sales rose by 18.6%.
The relative weight of the sales for each BU in the Group remained stable in comparison with 2015.
There were no significant changes in relation to the Group's main sales markets, with the US remaining the largest. Although the weight of the US in total sales fell slightly, sales revenue from the US increased in absolute terms.
In Europe, cork stoppers performed well in Italy, Spain and France, registering positive growth, as did floor and wall coverings in Germany and Denmark.
* It includes Switzerland and Norway and excludes Portugal. Sales to non-Group Clients.
The gross margin percentage (sales plus production variations less the cost of incorporated materials) increased from the third quarter, reaching 53.2% for the full year. This was mainly due to the increase registered by the Cork Stoppers BU, which was somewhat attenuated by a decrease at the Floor and Wall Coverings BU. The production volume variance fell by about €12 million, reflecting the optimisation and rationalisation of finished product inventory management.
Operating costs increased at a slower rate than sales volume, as they did in 2015. This is partly due to the fixed component of operating costs, but mainly because of the positive impact of multiple projects for improving efficiency and a continuous upgrading of operations. Supplies and external services increased 2.4% (€2.5 million) without any notable changes in this area.
Staff costs grew by about €1.4 million (+1.3%) in a context in which the average number of employees increased by about 0.52%, representing a significant productivity gain. The increase in employee numbers was mainly related to increased production at the Cork Stoppers BU.
After a year in which impairments had a significant impact on the Group's results, the value of impairments in 2016 was approximately €0.7 million, essentially representing customer balances.
In other operating income and expenses, the favourable change of approximately €3.8 million was mainly due to the effect of exchange rate differences on receivable assets and payable liabilities, as well as respective currency risk hedging, which in 2015 resulted in a loss of €2.6 million, but which in 2016 implied a gain of €0.8 million. The accumulated gain up to September 2016 was €1.2 million.
EBITDA rose to €122.3 million, up 21.5% on 2015.
The EBITDA/sales ratio rose to 19.1% in 2016, considerably higher than in 2015 (16.7%). The accumulated ratio in the third quarter was 19.4%. The variation in this quarter is partly explained by the evolution of exchange rates relating to receivable assets and payable liabilities, as well as the respective exchange rate hedging referred to above. If these variables had been the same as in the first nine months, the EBITDA/ sales ratio for the full year would have been close to the rate for the third quarter. Performance in the fourth quarter was also affected by a lower growth rate for composite cork sales. However, the ratio in the forth quarter was 17.9% compared to 14.5% in the same period of 2015, a quarter when there was a high level of impairments.
As noted in the section on operating activities, every BU reported a positive sales growth, the Cork Stoppers meriting special mention because of its weight in the Group's total EBITDA. The sales recovery registered by the Floor and Wall Covering BU after a less positive performance in 2015 was also noteworthy.
| 2015 | 2016 | |
|---|---|---|
| Raw Materials BU | 12.5% | 12.3% |
| Cork Stoppers BU | 16.0% | 17.9% |
| Cork Stoppers + Raw Materials BU | 19.9% | 21.9% |
| Floor & Wall Coverings BU | 7.4% | 10.9% |
| Cork Composites BU | 14.6% | 17.0% |
| Insulation Cork BU | 12.4% | 18.9% |
| Consolidated | 16.7% | 19.1% |
Current EBIT totalled €96 million, an increase of 26.9%, in line with the increase in EBITDA.
Non-recurring expenditure totalled €4.4 million and was mainly related to a provision made against legal proceedings concerning labour and customs issues. The provision also related to a legal proceeding involving the Central Bank of Argentina and Amorim Argentina. Thise subsidiary was deactivated more than four years ago and a legally complex liquidation process is under way. Non-recurring expenditure also related to the recognition of a non-compete clause for managers and compensation relating to the management of a subsidiary in North Africa.
The average level of debt and lower interest rates again benefited the Group's financial results. The amount of interest paid totalled €1.6 million, compared with €2.1 million in 2015. Only €0.3 million was paid in interest in the fourth quarter, a lower level than in the previous nine months.
The Group recorded a gain under Provisions and Other Financial Expenses after almost entirely winning an appeal in a legal process relating to stamp duty for 2007-2009. A total of €1.7 million was saved from the resulting reversal of the respective provisions and impairments, positively affecting the financial result. Because these processes formed part of Portugal's Exceptional Regime for Tax and Social Security Debt Settlement (RERD) of 2013, and because the payments had been made when due, Corticeira Amorim was reimbursed €1.2 million. The Group is appealing over the amount of interest due. The fourth-quarter change under this heading resulted from the Group's adhesion to Portugal's Special Plan for the Reduction of Indebtedness to the State (PERES), which enabled it to reverse the interest component of previously constituted provisions.
Income from associated companies in which Corticeira Amorim does not own a majority holding rose to €2.4 million.
For a better understanding of the Group's results, an additional line was included this year to highlight the effect of the sale of US Floors Inc., which generated a pre-tax gain of €47.6 million. Taxation on the sale totalled €17.7 million, which was reported under corporation tax.
As previously mentioned, the sale of US Floors, Inc. led to in an increase in the amount of corporation tax the Group paid.
Portugal's special Plan for the Reduction of Indebtedness to the State (PERES) was approved in the form of Decree-Law no. 67/2016 at the end of 2016. Corticeira Amorim decided partially to adhere to the measure. As a result, it paid about €7.4 million relating to stamp duty (€2 million) and €5.4 million in corporation tax.
This payment does not prevent Corticeira Amorim from continuing to defend its legal rights. In the event of a favourable judgement, Corticeira Amorim will be reimbursed for the amount paid, plus a 4% fee. In the event of being found in default, Corticeira Amorim will not be required to pay any other amounts normally associated with late tax payments, such as fines or interest.
Full provisions had been made for almost all of these tax proceedings. In consequence, the tax payments made under the PERES scheme enabled the Group to reverse the provisions it had made for the interest on those payments.
Tax benefits were calculated, as usual, in the fourth quarter. The main benefits recognised relate to SIFIDE and RFAI. Corticeira Amorim maintains a policy of recognising tax benefits that is conditional on the future achievement of objectives.
After estimated corporation tax of €37.9 million and the appropriation of €2 million of earnings for minority interests, Corticeira Amorim's net profit for 2016 amounted to €102.703 million, up 86.7% from €55.012 million in 2015. Excluding the effect of the sale of US Floors, Inc., the net profit would have been approximately €73 million, corresponding to a 32% increase over 2015.
The Group reported a net profit of €47.479 million in the fourth quarter, including the impact of approximately €30 million generated by the sale of US Floors, Inc.
9
The balance sheet totalled €726.9 million, an increase of about €59.7 million over 2015. The increase resulted mainly from the value of cash and cashes equivalents (which rose to €51 million in 2016, compared with €7.4 million in 2015), particularly those resulting from the sale US Floors, Inc. The increase of about €7.1 million in fixed tangible assets was mainly the result of capital expenditure being substantially higher than depreciation, which also helps explain the change in assets.
Net remunerated debt fell by about €48 million to €35.9 million. If Corticeira Amorim had not adhered to the PERES scheme (paying in €7.4 million), net remunerated debt would have totalled less than €30 million at the end of 2016. In terms of the working capital fund, there was a slight decrease in inventories (the above mentioned reduction in finished products, compensated for by an increase in raw materials due to an extensive purchasing campaign), an increase in the customer balance due to increased sales and a decrease in the suppliers balance (due to earlier payment of 2016 campaign purchases than in 2015).
Equity rose to €426.9 million compared with €354.1 million in 2015. The financial autonomy ratio increased to 59%, an improvement from 53% in 2015 that would have been even greater if the value of cash had been offset in remunerated debt.
| 2016 | 2015 | Variation | 4Q16 | 4Q15 | Variation | ||
|---|---|---|---|---|---|---|---|
| Sales | 641,411 | 604,800 | 6.1% | 150,554 | 141,911 | 6.1% | |
| Gross Margin – Value | 334,704 | 315,613 | 6.0% | 78,529 | 73,274 | 7.2% | |
| 1) | 53.2% | 50.7% | + 2.5 p.p. | 53.8% | 50.4% | + 3.4 p.p. | |
| Operating Costs – current | 2) | 238,667 | 239,944 | -0.5% | 59,877 | 59,046 | 1.4% |
| EBITDA – current | 122,347 | 100,720 | 21.5% | 26,901 | 20,565 | 30.8% | |
| EBITDA/Sales | 19.1% | 16.7% | + 2.4 p.p. | 17.9% | 14.5% | + 3.4 p.p. | |
| EBIT – current | 96,037 | 75,669 | 26.9% | 18,652 | 14,229 | 31.1% | |
| Non–current costs | 3) | 4,353 | 2,904 | - | 623 | -3 | – |
| Net Income | 4) | 102,703 | 55,012 | 86.7% | 47,479 | 13,402 | 254.3% |
| Earnings per share | 0.772 | 0.431 | 79.3% | 0.357 | 0.101 | 254.3% | |
| Net Bank Debt | 35,889 | 83,896 | -48,007 | – | – | – | |
| Net Bank Debt/EBITDA (x) | 5) | 0.29 | 0.83 | -0.54 x | – | – | – |
| EBITDA/Net Interest (x) | 6) | 108.6 | 70.5 | 38.07 x | 115.8 | 74.9 | 40.94 x |
| Equity/Net Assets | 58.7% | 53.1% | +5.7 p.p. | – | – | – |
1) Related to Production.
2) Including depreciation.
3) Figures refer to the provision for labor and customs litigation in Amorim Argentina, eferred costs concerning business started in the previous year and adjustments related to non-control ling interests (2016) and write-off of Goodwill (2015).
4) Attributable to the equity holders.
5) Current EBITDA of the last four quarters.
6) Net interest includes interest from loans deducted of interest from deposits (excludes stamp tax and commissions).
In accordance with Portugal's Corporate Governance Act (Código do Governo Societário), which sets out the recommendations of the Security Markets Commission (CMVM) on corporate structure and governance, Corticeira Amorim provides the following information on the activities of its non-executive board members.
During 2016, the non-executive members of the Board of Directors regularly attended the monthly meetings of the Board, where all matters that could not be delegated or were included on the agenda because of their importance, scale or critical timing were discussed and analysed.
The meetings were organised administratively to ensure that all board members, executive and non-executive, could adequately prepare beforehand, encouraging the active participation of all members in the debate, analysis and tabling of decisions in benefit of the productivity of the meetings and the efficiency of the Group. The calendar of ordinary meetings of the Board of Directors was agreed at the beginning of 2013 to enable all members to attend. Any board member, including non-executive members, could submit points or discussion subjects for inclusion in the agenda up to two working days before each meeting.
A system has been implemented that enables the Executive Board to report to the Board of Directors in such a way as to ensure that the activities of the two bodies are properly aligned and that all members of the Board of Directors are informed in a timely fashion of the activities undertaken by the Executive Board.
As a consequence, and excepting matters that are of the exclusive competence of the Board of Directors, non-executive board members were informed of and able to follow:
After less dynamic performance in 2016, growth of the World Economy is expected to accelerate in 2017, with a growth rate of around 3.4%. This rate is expected to increase primarily due to the contribution of emerging economies. Significantly, between October 2016 and the most recent assessment by the IMF, the forecasts for 2017 and 2018 (acceleration of growth to 3.6%) have not been revised. The improved performance of developed economies in the second half 2016 provides the basis for a more favourable forecast for 2017 and is expected to offset the marginally less favourable growth forecasts that the IMF has made in the interim period for emerging and developing economies. This greater sense of optimism is underpinned by the assumption that the new US administration will implement a set of fiscal stimuli (in an expanding economy), together with faster normalisation of monetary conditions, especially in the USA, in the face of inflationary pressures caused by a higher level of demand. However there is a very wide range of possible forecasts due to the lack of concrete definition of the policies to be adopted by the Trump administration.
International trade is expected to grow at twice the rate recorded in 2016, with particularly marked growth in emerging economies. Oil prices are expected to remain robust, by virtue of the agreements made to limit oil production. India and Mexico are expected to grow at a faster rate than in 2016, but at a lower rate than initial forecasts – reflecting the cancellation of means of payment in the fight against corruption in India, and the impact of the Trump presidency's stance on Mexico. Recent economic fragility in Brazil is expected to lead to less expansionist global financial conditions, and less favourable growth in Latin America as a whole (e.g. Mexico and Venezuela); Russia is forecast to return to economic growth. China, on the other hand, should record a lower growth level than that forecast only a few months ago, as a result of the economic stimuli implemented in the interim period, although management of excessive corporate debt continues to represent a significant challenge. The pending risks to global economic growth are balanced – there are signs of intensification of protectionist stances, consideration of more protectionist agendas, geopolitical instability and more pronounced tightening of global financial conditions, but these are offset by the consideration of positive effects of more significant economic stimuli in the United States and China.
Europe faces an intense electoral calendar, which will condition the economic scenario and the confidence of various agents. Growing expectations of early cancellation of monetary stimuli may lead to an increase in the risk premium of several economies. The situation will be dominated by negotiations on the UK's exit from the EU, while migration flows will continue to pose critical challenges. Above all, confirmation will be sought after the shocks experienced in 2016, the rise in oil prices, the upward trend in inflation recorded in the last part of the year, and the impact of these factors on the long-term evolution of financial conditions.
The Euro Zone began 2017 with significant growth. Domestic demand recorded gradual but sustained recovery in 2016 and, is forecast to continue to make a positive contribution in 2017. However, the economic context will be completely conditioned by the various elections scheduled over the year. Moreover, the expansionary factors that benefited the economy in 2016, namely the fall in commodity prices, devaluation of the Euro and a monetary policy based on significant quantitative easing, are diminishing in strength. The impact of the outcome of the UK's EU referendum on the general sentiment and confidence of entrepreneurs, in particular, appears to have disappeared. But the political process associated to the UK's exit from the EU will now enter its critical phase. Private consumption, the main engine of economic growth, should benefit from overall employment growth (around 1.0% in 2017 and in 2018) while conditions for higher investment are also forecast. The downward trend in investment in the construction industry, seen in recent years, is forecast to reverse. The impetus provided by fiscal policy should remain positive but not as strong as in 2016. The flow of migration towards Europe is expected to diminish. Despite optimism, the overall growth of the economy over recent years is less than the levels recorded prior to the crisis. The Euro Economy is expected to grow by almost 1.6% in 2017. In view of the evolution of Inflation, especially headline inflation, and the level of headline inflation recorded in the United States, the ECB is expected to suffer increased pressure to revert its exceptional quantitative easing monetary policy measures, sooner rather than later. From April onwards, the volume of monthly asset purchases is forecast to diminish. By contrast, the monetary stimulus programme will continue for a longer period. Nonetheless, given the absence of significant salary pressures and secondary effects it is not expected that this will lead to a rise in underlying inflation. There is some slack in the economy and therefore room for growth of demand and economy activity without increased inflationary pressures. Inflation is expected to rise to 1.4% in 2017, up from 0.3% in 2016. The uncertainty arising from the political calendar is another argument for the ECB's prudent policy. The labour market is expected to maintain the recovery that it has observed since late 2013 – with more job creation and lower unemployment. Nonetheless, the disparities in terms of economic growth between the different member states will only change moderately. It is estimated that the unemployment rate may fall to 9.7% in 2017.
The United States is expected to reflect the effects of a change in the mix of economic policies following the new administration's entry into office – including emphasis on expansionary fiscal policies and a different trade policy from that pursued in the recent past. But the monetary standardisation process is also expected to be less gradual than that implemented by the Federal Reserve in 2015/16. This context is expected to result in a steeper slope of the yield curve. Moreover, since August 2016 and in anticipation of the changes in economic policy, long-term interest rates, both nominal and real, have already shown a significant adjustment. Given the stronger level of economic activity in the second half of 2016, forecasts for 2017 have been revised upwards and the US economy is expected to grow by 2.3%. 2017 commenced with solid economic data, that surpassed expectations, delivering a marked increase in the economic sentiment of the majority of economic agents. Growth should be supported by the positive evolution of consumption, and also by higher investment. Investment is forecast to increase due to a more favourable tax regime, incentives to produce in the United States, simplification of the regulatory environment and rising oil prices at the international level. The labour market, with a situation of almost full employment, should nevertheless still record improvement across a broad set of indicators. Inflation is expected to maintain the upward trend observed over recent months and is forecast to exceed 2.0% in 2017. While the evolution of energy factors seems to justify the recent increase in inflation, there are also other signs, in terms of salary rises and decreases in manufacturing slack, which suggests acceleration of the overall upward pressure on prices.
In the United Kingdom the economic outlook will be dominated by the Brexit negotiation process. It is feared that the overall climate of uncertainty will condition the decisions of economic agents. Formal triggering of the process leading to the UK's exit from the EU is expected to take place in March, which will lead to a challenging negotiating process involving countless issues and uncertain answers. The UK economy faces a major structural challenge – changing its specialisation profile. The UK economy is nonetheless expected to grow by 1.5%. Japan is expected to continue the growth started in 2015 but at a marginally lower rate than in 2016, despite the maintenance of an ultra-expansionary monetary policy. The Japanese economy is estimated to grow by 0.8%. Long-term prospects remain conditioned by the country's unfavourable demographic trends. Australia is expected to grow at a marginally lower rate than in 2016, at around 2.7%. The observed recovery in commodity prices in 2016 has continued through early 2017 and will have a positive effect on the country's external balance. The growth outlook for the emerging and developing economies has recently been revised downwards, due to tight financial conditions. Nevertheless, these economies are forecast to record higher growth than in 2016, at a rate of around 4.5%. Notwithstanding the recent positive upward revision of the economic outlook as a result of continued economic stimuli, China is expected to maintain the trend towards slower economic growth recorded in recent years. The Chinese economy is estimated to grow by about 6.5%. The process of changing the pattern of economic growth will proceed, and will encounter different challenges, namely growth of credit and excessive corporate borrowing. The National Congress of the Communist Party will be held in 2017, and some members of the Politburo will be changed. Management of the value of the Chinese currency, the CNY, and, the intimately related issue of the stock of foreign exchange reserves, seems to be critical. India, penalised by consumer disturbances after the withdrawal of high-value banknotes and switching to new means of payment, is expected to record growth of around 7.2%. Russia and Brazil are on a recovery path after a drastic economic shock in 2015. Russia, benefiting from recovery in crude oil prices, is expected to record growth close to 1.1%, while Brazil is likely to face the challenge of recording positive growth after a weaker economic performance in the second half of 2016. Mexico will face significant challenges over the coming months as a result of the new US presidency and less favourable financial conditions. South Africa is expected to record faster economic growth, reversing the downward trend in growth recorded since 2014. The structural problems of the South African economy have been complemented by political idiosyncrasies in 2016, undermining international confidence in the economy and thus the country's capacity to finance its external deficit. The maintenance of external credibility, based on the stability of its credit rating, is a critical factor. South Africa is expected to grow by around 0.8%, supported by the positive evolution of Private Consumption and External Demand.
By 2017, Portugal should record economic growth of around 1.4%, in line with the growth observed in 2016. Portugal's total GDP will still be around 3.0% below the level recorded prior to the 2008 financial crisis. Investment should recover and net external demand will contribute to growth. Private consumption is forecast to slow down and public consumption will deliver a zero contribution to growth. Structural constraints on economic growth nonetheless still persist – the high level of indebtedness of various economic sectors and the situation of the banking sector is expected to constrain investment. The country's unfavourable demographics and high level of structural unemployment will also dampen consumption. The European political context, rising energy prices and a possible reversal of the ECB's unorthodox monetary policy measures will represent further challenges. However, private consumption is expected to benefit from measures to reverse salary cuts. In addition, starting from a low base in 2016, investment is expected to accelerate in 2017, boosted by investments co-financed by the EU under the new structural funding programme. Due to the limitations faced by the banking system there will only be gradual increase in granting of credit to the economy – there is an urgent need to resolve this situation and ensure recapitalisation of the banking sector. Notwithstanding foreign investment, the stabilisation of export destinations such as Angola and Brazil, positive forecasts for growth of the main export markets (Spain and Germany) make it possible to make moderately optimistic forecasts concerning the contribution of External Demand to economic growth, with exports growing faster than imports.
The government is expected to continue consolidation of public finances, and the budget deficit is expected to be close to 2.0% of GDP. The European Commission may abrogate the excessive deficit procedure. The debt-to-GDP ratio is only expected to record a marginal decrease. It is estimated that the trade surplus will decline slightly in 2017. The sum of the current and capital account should, however, be positive, and is forecast to lead to a surplus of about 0.9% of GDP. Although lower than 2016, thus will guarantee a positive financing capacity for the economy for the sixth consecutive year. Inflation should register a slight increase compared to 2016, reflecting the sustained evolution of energy prices, estimated to be around 1.1%. Unemployment is expected to maintain the downward trend that has been observed since 2013 but should remain in double digits.
The outlook for the Raw Materials BU in 2017 is to maintain the same level of business activity as in 2016. Significant changes in profitability in comparison with the previous year are not expected.
The year will start with the security of a balanced stock level, resulting from the 2016 purchasing campaign. This will ensure a balance between price and quality in the 2017 purchasing campaign. Purchasing teams will focus on acquiring lots of raw material with the sensorial characteristics and quality levels best suited to the Group's value chain and the needs of the BU.
One of the BU's priorities in 2017 will be to continue improving operating efficiency, taking advantage of the investments made in recent years and of on-going efforts to optimise and adapt existing facilities, both in the Iberian peninsula and North Africa, to the best practices in the sector.
The BU expects to continue taking firm steps in 2017 towards finding a solution for automating the preparation sector and for mechanising processes that currently require intensive labour. This will help reducing the subjectivity of these operations.
In 2017, the BU will also focus on improving the sensorial qualities of its products, by studying and developing faster and more efficient new identification methods and by studying decontamination methods.
The wine industry is growing consistently across the world. More wine is consumed every year. Markets are also carefully observing the millennial generation, which driving a demand for organic, biodynamic and natural wines.
Generation Y will choose a bottle from the shelf if it has an attractive name of label. About 51% of millennial women prefer sustainable or organic bottled wines that have undergone minimum processing and have become known as "natural" wines. There are no standards for determining that a wine is "natural" and the process is much easier than producing certified organic wines. Such wines will certainly be popular choices from supermarket shelves.
Cask-matured whisky, which may also be seen as favouring sustainability, may become a trend in 2017. The popularity of wines matured in whisky casks also continues to grow and will definitely be a talking point in 2017.
Demand will continue to grow in the premium wine segment and for luxury wines in the high-end segment. Slight price increases are expected in these segments alongside price and consumption reductions in the popular segment. Sales of premium wines are expected increase by 10% to 14 % compared with 2016.
Relatively slight growth of the world economy could see per capita wine consumption increase in 2017, as well as a partial transfer of consumption from cheaper to premium segments.
Merger and acquisition activity in the wine industry will remain high as consolidation in the sector increases.
Forecasts of a slight increase in wine consumption and a drop of about 5% in production (the lowest level for 20 years) have raised concerns among bottled wine producers about ensuring the right level of supply for their businesses. Significant shortages and uncertainty about supply sources will result in a more volatile market and encourage producers to make long-term pricing decisions with a view to guaranteeing future supplies. The world wine market will inevitably experience some inflationary tensions.
Consumers will not worry about where Pinot Grigio or Malbec wines are made: their main concern will be to have products available to buy.
It is this complex, but fascinating world of wine, driven by a constant search for innovation, that motivates the BU. The challenge in 2017 will not be simply to grow the business and have products available, but also to put forward new ideas and improve service levels.
In 2017, the BU will remain focused on the sustained growth of its business. This will be supported by substantial changes in its supply chain and the upgrading of critical skills.
The BU's strategy for 2017-2019 will be business-driven and continue to focus on three fundamental objectives: sustainable growth, quality and innovation.
Work will continue on improving the rotation of invested capital and on benchmarking the operating performances of production and distribution units in comparison with each other, in line with the lean management culture that characterises the BU.
Supported by a distribution network covering every important market, the BU's commercial operation will have to broaden its customer base and improve its customer retention rate. The BU also needs to gain market share from alternative closures on the basis of the sustainability and reliability of its products.
In this context, the priorities of the Cork Stopper BU will be:
Strong sales growth of new products in the Hydrocork range is expected to continue in 2017, especially in segments that are new to the business and for products in which the water-resistant characteristics provided by CORKTECH technology form a crucial component.
Sales of the new Authentica ranges should continue to grow given the good reception they have received from markets, particularly in segments where eco-efficiency sustainability are critical.
In general terms, the introduction of new visuals and the updating of collections in keeping with consumer trends in different regions will continue to sustain the overall growth of sales.
On-going work to strengthen commercial teams will provide a foundation for the forecast growth in sales. New teams will begin working in new markets with a recognised potential for business growth based on the BU's current portfolio, while new business models will sustain additional growth in existing markets.
Eastern Europe will continue to be a priority market. Thanks to a new commercial approach to this region, 2017 should see a reversal in the negative sales trend registered there since 2014.
Solutions based on new logistical models have been identified to support commercial development. The principal aim is to improve service levels at the BU's manufacturing plants through efficiency gains and what are expected to be significant improvements in industrial planning.
The BU's industrial equipment will be extensively restructured with the aim of improving every stage of production and providing better industrial support. This will be carried out at the same time as investments are made to strengthen production capacity to reflect the BU's focus on developing new flooring products based on composite materials incorporating cork.
This new approach is being made in response to the highly innovative and extremely competitive climate of today's world flooring industry.
Innovation at every level will continue to be one of the BU's central concerns for developing competitive advantages. Product launches that will strengthen the company's market position are planned for 2018.
The outlook for market growth and business activity in 2017 is positive and in line with the tendencies that were consolidated in 2016.
Market sales are expected to grow more than in 2016. As is usual in a stable foreign exchange climate, trends will differ across the BU's 25 market segments. The general expectation is that the three clusters (retail, industry and construction) will grow in the three geographic areas (EMEA, NAM and AROW[3]) around which the BU's commercial operations are organised.
The central goal of growth in these markets will be supported by a number of initiatives specifically designed for this purpose and which should also result in the introduction of new products and gaining new customers, specifically larger customers with greater potential.
Profitability and efficiency indicators should remain at levels similar to those of 2016. This will not affect the necessary continuous improvements that are, and will continue to be, a constant of the BU's operational management, or the need to prepare the BU for increasingly demanding challenges.
As previously mentioned, growth is the biggest challenge. This will require focus and discipline, which are not always easy to ensure on a permanent basis in a business that is so diversified across different applications, regions and segments.
In the last part of 2016, projects and concrete business cases, related to different opportunities that had been previously identified, were developed for implementation in 2017 and the following years. These initiatives followed on from earlier work on enhancing the BU's growth strategies in its main market segments and identifying the respective migration pathways.
Projects aimed at growth were grouped into four strategic initiatives:
The BU's strategic value guidelines call for the development and consolidation of digital marketing tools and an increase in their use to create value and attract business. The customer will continue to be the central element in managing for added value. Additional resources and activities will be allocated to maximising and carefully monitoring customer satisfaction levels.
Two large-scale initiatives will be developed to improve efficiency alongside the BU's habitual and systematic work on the continuous improvement of manufacturing processes. This will involve the introduction of:
Lastly, the BU is undertaking a set of initiatives aimed at supporting excellence in human capital, partnerships, innovation and technologies, areas that remain key to its medium– and long-term development:
3 EMEA: Europe, the Middle East and Africa; NAM: North America; AROW: Asia and the rest of the world.
In 2017, the BU expects sales volume to grow in the expanded cork agglomerate segment as its main markets recover and emerging markets expand. However, there are no clear indications that the world economy, especially the European economy, will recovery quickly.
Promotional activities will continue to focus on the technical and ecological advantages of the BU's products and will be directed at regions and cultural areas that are sensitive to environmental issues.
Industrial flexibility and product versatility will be maintained, with a focus on specific applications and on responding to solicitations for special projects or for complementing other insulation solutions.
The unique natural and ecological characteristics and the superior performance of the BU's products and solutions, together with its focus on new expanded cork agglomerate applications for façades and insulation solutions for renovating buildings, will contribute to their greater visibility and use.
A number of initiatives and actions aligned with the BU's global strategy will help to achieve its objectives of profitable growth for its products and to optimise the capital invested in the business.
The prospects for the world economy in 2017 are encouraging, although there are a number of variables that could call into question the forecasts that have been made. A continuous effort to improve business levels, service and results will remain a constant in the activities of all those who represent Corticeira Amorim.
The uncertain EUR/USD exchange rate will condition the prospects for Corticeira Amorim's performance in 2017. The current exchange rate (which remained stable for most of 2016) allows for a stability that, as in 2016, is not expected to limit the normal development of Corticeira Amorim's activities.
Corticeira Amorim's consolidated results for 2016 were the best to date. In 2017, there is no expectation of an extraordinary item – such as the sale of US Floors – that would lift profits to the same level. However, in terms of Corticeira Amorim's regular activities, as measured by indicators such as EBITDA and the EBITDA/sales ratio, the goal can only be to do better than in 2016. The main challenges are to increase sales, operational efficiency and profitability, to improve and continuously diversify the supply of products and services, to reach markets efficiently and to improve the skills of the Group's human resources.
The Cork Stoppers BU will continue to move with and exceed growth levels in the world market for still and sparkling wines as well as spirits. In the spirits market, the BU will do everything possible to achieve significant growth, a goal that the new organisation of this segment should help it to fulfil.
The Composite Cork BU faces the challenge of achieving a new level of business volume after its stabilisation in 2016. Its performance in 2016 showed robust growth, with other businesses offsetting the loss of a significant business and helping to maintain sales volume.
After a recovery in 2016, the Floor and Wall Coverings BU should continue on the same path. Its clear goals are sales growth and improved profitability. Hydrocork® is expected to be key to this growth and by the end of 2017 the necessary investment should be in place to drive additional growth in 2018.
During the Company's long history, which already encompasses three centuries, it has successfully coped with deep, sometimes radical transformations in society and come through two world wars. Throughout this history, Corticeira Amorim has accurately and in a timely manner identified the risks and uncertainties associated with its business and faced them with confidence as challenges and opportunities.
The difficulties that some of the world's largest economies are undergoing, particularly the instable situation in Russia and Eastern Europe, continue to affect the development of the global economy. As a result, Corticeira Amorim, like other businesses, continues to operate in an uncertain economic climate that is affecting some of its export markets:
I. the construction sector – the marked slowdown of activity in this sector, in terms of both new building and renovation, as well as the postponement of purchasing decisions by final consumers has led to a deceleration in global demand for construction materials, including floor and wall coverings and thermal and acoustic insulation.
We will continue to offset this global slowdown by tapping growth opportunities, strengthening our presence in emerging markets that we have already identified as having high growth potential and increasing our share of more mature markets. These opportunities will also benefit significantly from the launch of new product collections and the development of a portfolio of products designed to expand the range of solutions the Group produces.
A growing awareness among final consumers of the importance of sustainability will also favour the choice of cork for floor and wall coverings, constituting an important driver of sales growth.
II. the world wine sector – while the capacity for a recovery of per capita consumption in European Union remains unknown, it is also true that the sharp decline registered during the 1990s and part of the 2000s in important countries such as France and Spain appears to have stabilised. Although a full recovery of wine consumption rates in the EU is not expected, we may see a rise in consumption of better quality wines in these countries, in detriment to quantity and frequency of consumption. This would not only be positive for Corticeira Amorim's cork stopper products, but would also be likely to lead to a wider acceptance of packaging formats in which cork plays a less important role. For this reason, innovation should remain a key part of the Group's business strategy.
On the other hand, the US maintains significant market power that continues to motivate the efforts of all export-oriented wine producers. Its size and clear capacity to accommodate premium prices make it a market of enormous potential for the future growth of the wine industry. This is positive for the cork stopper business, given the clear preference of US consumers for natural closures. Market growth will also correspond to increased demand for quality and consistency in cork products, which will add to Corticeira Amorim's responsibilities in leading the sector. In response to these issues, Corticeira Amorim continues to implement a research, development and innovation
policy focused on the development of a wide range of cork stoppers in terms of quality, quantity and price to satisfy the needs of any wine producer in any market.
Today, the range of products that the BU offers means that all wine producers can use cork stoppers and benefit from their advantages in terms of sustainability, added value and CO2 retention, which remain unequivocal product differentiation factors at a global level.
Convenience and the increased importance it may gain in the future is another key issue. The launch of the innovative Helix cork stopper is an important example of this trend, which has been clearly perceived within the company for several years. For the first time, the Helix stopper means consumers can enjoy the technical, sustainability and premium-image advantages of cork stoppers without needing a corkscrew. This type of innovation is expected to favour the consumption of the high-turnover wines for which the Helix stopper is designed, enhancing the staggered consumption of a bottle of wine without any loss in quality. In 2016, Helix stoppers clearly established themselves on the other side of the Atlantic, having been chosen as the packaging option for the US launch of two important wine-producing companies.
The launch in 2016 of NDtech technology for detecting TCA contamination in individual stoppers strengthened perceptions of the quality of wines sealed using Amorim products. Market reactions – from the US to Australia, and from South Africa to France – were highly positive and focused renewed attention on the qualities that make cork stoppers the preferred choice of oenologists and consumers worldwide. Such recognition greatly enhances market expectations in regard to Corticeira Amorim's ability significantly to increase production capacity and to broaden the concept of non-detectable TCA.
Over the long term, Corticeira Amorim's performance could also be influenced by the following factors, which the Group permanently monitors and evaluates:
products, to retain carbon helps to mitigate the emission of the greenhouse gases that cause climate change. A study by the University of Aveiro, completed in 2015, leaves no room for doubt about the important role played by the cork oak and the ecosystem in which it grows: for each ton of cork produced, cork oak forests (montado) retain more than 73 tons of carbon dioxide, equivalent to the CO2 emissions released by a car travelling 450,000 kilometres.
The cork oak is the basis of an ecological system that is unique in the world, contributing to the survival of many species of indigenous fauna and to the protection of the environment. The tree is only to be found in seven countries in the western Mediterranean basin – Portugal, Spain, France, Italy, Morocco, Algeria and Tunisia – where it acts as a barrier against the advance of desertification, as it can survive in dry climates with little rainfall, helping to fix soil and organic material, reducing erosion and increasing water retention.
Corticeira Amorim products are also important absorbers of carbon, which they retain until the end of their useful life. As suggested by the researchers and authors of the previously mentioned study: "the use of cork products contributes to climate change mitigation, through both their capacity to retain carbon and their ability to replace more energy-intensive alternative products".
The industrial processing of cork harvested from cork oaks is the best way to guarantee the preservation and development of the montado (a sustainable agricultural system based around cork oak groves) and to ensure their economic viability. Montados have today become a focus of attention. Specific legislation to protect them has been approved and several non-governmental organisations that seek to protect forests have devised programmes aimed at improving and certifying forest management practices. The development of a cork oak culture to promote the crucial role of the montado and, simultaneously, feed the growth of the market for cork products is fundamental.
The fixation of CO2 and the increased use of cork for thermal insulation as eco-construction develops will create an opportunity for highlighting the unique advantages of cork products.
III. the development of alternative closures – the tendency of wine producers to reduce their use of alternative closures continued in 2016, especially in relation to plastic products, which continued to lose market share in key countries. The rate of sales growth for screw-caps continued to decelerate, dropping to a more stable level. Market data produced by Nielsen continued to show in 2016 that of the 100 leading wine brands in the US, those using cork stoppers enjoyed faster sales growth than those using artificial closures. Cork continues to strengthen its role as the first-choice closure, setting the benchmark for critical factors such as quality, performance and image. It has been increasing its market share in the US, the world's largest wine market, since 2010 to a share of 56% today.
Artificial closure manufacturers continue to seek formulas more consistent with the micro-oxygenation requirements of different wine producers in different countries. While these efforts remained largely unsuccessful, plastic closure manufacturers continued in 2016 to look for alternative sources of raw materials as a substitute for oil-based products, finding a degree of receptivity among some producers. Despite these efforts, plastic closures continue to be associated with lower-grade wines and lower levels of profitability for producers and distributors.
Screw-cap closures remain limited by the following factors:
In 2016, the Portuguese Cork Association (APC) concluded the preparation and launch phase of the third multi-year campaign to promote cork internationally, giving special attention to crucial high-potential markets such as the US, the UK, Germany, France, China, Spain and Italy.
IV. the development of composite materials – the discovery of new material properties or new methods for transforming, producing or combining materials can result in new composite materials with properties that may offer competitive advantages to Corticeira Amorim, especially its Composite Cork BU, or, alternatively, to its competitors.
Thus, in a scenario in which (i) no discoveries in terms of cork properties or combinations of cork with other materials resulting in new applications or composite materials capable of generating new value are made; or (ii) significant advances are made in developing the properties of competing products (and/or ways of combining them with other materials) that cannot be matched by Amorim. This could have unfavourable consequences for Corticeira Amorim, such as: a loss of competitiveness in some business areas and the need to redefine its strategy in terms of price, equipment and obsolete techniques.
In the opposite scenario, in which (i) the discovery of new properties of cork or complementary materials to cork; (ii) the discovery of new ways of combining cork with other materials to create new composites; or (iii) the immunity of applications using cork to new discoveries by alternative closure manufacturers would enable Corticeira Amorim, and particularly its Composite Cork BU, to discover new properties for existing applications, add value to its products over those of its competitors, and obtain competitive advantages using new composite materials enabling it to explore new applications.
A focus on research, development and innovation together with investments in production technology are the keys to ensuring that the latter scenario materialises and prevents the former from happening. Increasing awareness of the value of cork and recognition of its technical and environmentally beneficial qualities will benefit that continuous affirmation of cork on the world stage, an end to which the promotion of its advantages should also continue.
Corticeira Amorim's activities are also exposed to a variety of financial risks: market risks (including risks posed by exchange rates and interest rates), credit risks, liquidity risks and capital risks. According to the terms of line e) of number 5, article 508C of the Commercial Company Code, the objectives and policies of companies for managing these risks, including policies for covering each of the main categories of foreseeable transactions for which accountancy coverage is used, and exposure to risks related to prices, credits, liquidity and cash flows are duly identified in the "Financial Risk Management" note included in the Notes to Consolidated Accounts.
There were no transactions involving own shares during 2016 and at the end of the year Corticeira Amorim held no treasury stock.
Based on the annual financial statements for the year ended 31 December 2015 and in view of the fact that the Company's net profit for the year was € 38,182,985.95, the Board of Directors of Corticeira Amorim, S.G.P.S., S.A. hereby proposes that the Annual General Meeting consider and approve a resolution that the above net profit for the year in the amount of € 38,182,985.95 be appropriated as follows:
In accordance with line c) of number 1 of article 245 of the Portuguese Securities Code, the members of the Board of Directors state that, to the best of their knowledge, the annual accounts and other documents included in the statement of accounts were drawn up in accordance with the applicable accounting standards, giving a true and accurate account of assets and debts, of the financial situation and profits/ losses of Corticeira Amorim, S.G.P.S., S.A. and the companies that are consolidated by the group. They also state that the management report faithfully expresses the business evolution, performance and position of Corticeira Amorim, S.G.P.S., S.A. and the companies that are consolidated by the group and that the report includes a special chapter describing the main risks and uncertainties of the company's businesses.
Subsequent to December 31, 2016 and until the date of this report, there were no other relevant facts that may have a material adverse effect on the financial position and future results of Corticeira Amorim and the subsidiaries included in the consolidation.
The Board of Directors would like to take this opportunity to express its gratitude to:
To all our Employees, whose willingness and commitment have contributed so much to the development and growth of the companies belonging to the Corticeira Amorim Group, we express our sincere appreciation.
Mozelos, February 15, 2017
The Board of Directors of Corticeira Amorim, S.G.P.S., S.A.
António Rios de Amorim Chairman
Nuno Filipe Vilela Barroca de Oliveira Vice-Chairman
Fernando José de Araújo dos Santos Almeida Member
Cristina Rios de Amorim Baptista Member
Luísa Alexandra Ramos Amorim Member
Juan Ginesta Viñas Member
Corporate Govern- ance Report
Corticeira Amorim has been reviewing its corporate governance since 1999, the date on which the Portuguese Securities Market Commission (CMVM) published the first recommendations on the governance of listed companies, aiming at the improvement of mechanisms for the protection of investors in securities markets. The Company compares it with, on the one hand, what are considered best practices, and on the other, with the circumstances of its activity and the challenges it has to meet. As a result, it has been implementing a set of measures which, overall, have the main objectives of strengthening the internal systems of control and supervision, enhancing transparency, fostering the participation of shareholders in the life of the company and ensuring the sustained creation of shareholder value.
This document describes corporate governance policies and practices adopted by the Company, while also providing a qualitative assessment of them compared with the best practices listed in the CMVM corporate governance code.
Section 8 of this report also includes the information referred to in articles 447 and 448 of the Portuguese Companies' Code (CSC), in paragraphs 6 and 7 of article 14 of CMVM Regulation No. 5/2008 (Transactions of Directors) and in article 3 of Law No. 28/2009, of 19 July (Remuneration Policy).
PART I MANDATORY INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE
Corticeira Amorim's share capital amounts to EUR 133 million and is represented by 133 million ordinary shares for a nominal value of one euro each, and which grant the right to dividends.
All shares issued by the Company are listed on Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A.
| Shareholder | No. of shares owned (quantity) |
Stake | Voting rights |
|---|---|---|---|
| Qualifying interests: | |||
| Amorim Capital, S.A. | 67,830,000 | 51.00% | 51.00% |
| Investmark Holdings, B.V. | 18,325,157 | 13.78% | 13.78% |
| Amorim International Participations, B.V. | 13,414,387 | 10.09% | 10.09% |
| Free float | 33,430,456 | 25.14% | 25.14% |
| Total | 133,000,000 | 100.00% | 100.00% |
Number of treasury shares, the percentage of share capital that it represents and corresponding percentage of voting rights that corresponded to treasury shares (Article 245-A/1/a).
As at 31 December 2015 Corticeira Amorim held no treasury shares at 31 December 2015 and it did not engage in transactions during 2016, reason why as at 31 of December 2016 the company did not own treasury shares.
At 31 December 2016 there were loan agreements entered into by Corticeira Amorim and several banking institutions containing covenants requiring the maintenance of Corticeira Amorim's controlling interest in contracts regarding loans totalling thirty-five million euros (31-12-2015: forty-five million euros). In the case of change of shareholder control, the contracts provide the possibility – but not the obligation – of early repayment of the amounts loaned.
There are no other agreements according to the terms set out in this paragraph.
The Articles of Association of the Company do not include measures of this type and, to the best knowledge of Corticeira Amorim, there are no other arrangements and/or measures with that same goal.
| Shareholder | No. of shares (quantity) |
Share capital with voting rights |
|---|---|---|
| Amorim Capital, S.A. | ||
| Directly | 67 830 000 | 51,000% |
| Attributable total | 67 830 000 | 51,000% |
| Amorim Investimentos e Participações, SGPS, S.A.[a] [b] | ||
| Directly | – | – |
| Through Amorim Capital, S.A., which holds a 100% interest | 67 830 000 | 51,000% |
| Attributable total | 67 830 000 | 51,000% |
| Investmark Holding BV | ||
| Directly | 18 325 157 | 13,778% |
| Attributable total | 18 325 157 | 13,778% |
| Great Prime S.A. [c] | ||
| Directly | – | – |
| Through Investmark Holding BV, in which it holds a 100% interest | 18 325 157 | 13,778% |
| Attributable total | 18 325 157 | 13,778% |
| Américo Ferreira de Amorim | ||
| Directly | – | – |
| Through the shareholder Great Prime, S.A., in which it holds a 85% interest[c] | 18 325 157 | 13,778% |
| Attributable total | 18 325 157 | 13,778% |
| Amorim International Participations, BV | ||
| Directly | 13 414 387 | 10,086% |
| Attributable total | 13 414 387 | 10,086% |
| Amorim, Sociedade Gestora de Participações Sociais, S.A.[d] | ||
| Directly | – | – |
| Through Amorim International Participations BV, in which it holds a 100% interest | 13 414 387 | 10,086% |
| Attributable total | 13 414 387 | 10,086% |
a In November 2016, the merger was registered, in the form of merger by incorporation of the Amorim Investimentos e Participações, SGPS, S.A. (company owned 100% by the acquiring entity, Interfamília II SGPS SA) by Interfamília II, SGPS, S.A. In sequence, Interfamília II, SGPS, SA, the acquiring company, changed its name to Amorim Investimentos e Participações, SGPS, S.A. b The capital of Amorim Investimentos e Participações, SGPS, S.A. is wholly owned by three companies (Amorim Holding Financeira, SGPS, S.A. (5.63%), Amorim Holding II, SGPS, S.A. (44.37%) and Amorim – Sociedade Gestora de Participações Sociais, S.A. (50%)) none of which has a controlling interest in the company. The capital of the first two companies is held by Américo Ferreira de Amorim and by his wife and daughters and the third by António Ferreira de Amorim and by his wife and children. As far as the Company is aware, there are no agreements between the referred companies for the purpose of the concerted exercise of the voting rights in Amorim Investimentos e Participações, SGPS, S.A. c The share capital of Great Prime, S.A. is wholly owned by three companies (API Amorim Participações Internacionais, SGPS, S.A. (33.33%), Vintage Prime, SGPS, S.A. (33.33%) and Stockprice, SGPS, S.A. (33.33%)). Mr Américo Ferreira de Amorim holds 85% of the share capital of each of these three companies. dThe capital of Amorim, Sociedade Gestora de Participações Sociais, S.A. is held by António Ferreira
de Amorim, by his wife and children, but none of them holds a controlling interest in the company.
As a result of this transaction, Investmark Holdings, B.V. became the holder of 18,325,157 shares representing 13.778% of the share capital, which corresponds to 13.778% of the voting rights of Corticeira Amorim, SGPS, S.A., a situation that remains as of 31 December 2016.
The ownership recorded on 31 December 2016, referred to in sections i., ii. and iii. remains unchanged at the issue date of this report.
The share ownership referred to in paragraphs i., ii. and iii. refers to 31 December 2016, remaining unchanged at the date of publication of this report.
d) Transactions involving Directors and Officers:
In accordance with the provisions set out in sections 14.6 and 14.7 of Regulation no. 5/2008 of CMVM and according to notices received from persons/entities covered by this regulation, it is hereby reported that the following transactions involving the Corticeira Amorim's shares were not carried out in the second half of 2016 by entities related to the company's Directors and Officers:
iii. Great Prime, SA, a company in which Luísa Alexandra Ramos de Amorim, Member of the Board of Directors of Corticeira Amorim, holds a management position, which is attributable to the qualifying holding held by Amorim International Participations B.V. in the capital of Corticeira Amorim, has also reduced this indirect interest as described under b) iii. above;
No company which controls Corticeira Amorim or any of Corticeira Amorim's directors or officers or any person closely related to such directors or officers carried out transactions involving Corticeira Amorim's financial instruments.
It is the responsibility of Corticeira Amorim's Board of Directors to maintain effective control over the activities of the Company. It is the highest strategic decision making body and also the body responsible for monitoring the most important and relevant aspects of the Company's business and affairs, including significant matters decided on or simply examined by the Executive Committee, therefore ensuring that all members of the Board of Directors are aware of the measures adopted as a response to Board decisions and can monitor their implementation and effectiveness.
As provided for in the Portuguese Companies' Code, the role of the Board of Directors is to manage the Company's business and affairs and decide on any matter relating to its management while abiding by the resolutions adopted by the General Meeting or the decisions made by the Supervisory Board whenever required by law or the Articles of Association.
These duties include, among others:
The Company's Articles of Association[1] give the Board of Directors the following powers: the exercise of all powers of direction, management, administration and representation of the company; transfer the head office of the company to any other location permitted by law; create in any part of the national territory or abroad, delegations, agencies, subsidiaries, branches, offices or other forms of representation of the company; acquire, dispose of or encumber in any way the company's own shares and debt instruments and any rights, as well as perform the operations on those securities deemed appropriate; acquire, sell, exchange and lease real estate by any acts or contracts as well as encumber them, even if through the pledging of assets; exercise and promote the exercise of rights of the company in the companies in which it holds interests; acquire, sell, exchange, lease or encumber in any manner movable property; negotiate with credit institutions financing operations; carry out transactions in bank accounts, deposit and withdraw money, issue, accept, sign and endorse cheques, bills of exchange, promissory notes, invoice statements and other negotiable instruments; admit fault, give up or settle any legal action, as well as enter into arbitration and approve the resulting rulings; perform any other duties envisaged herein and in law.
The Board of Directors may delegate any of their powers as follows:
As far as increases in the share capital are concerned and in accordance with article 8 of the Company's Articles of Association the Board may, by unanimous decision of its members, increase the share capital, one or more times, in accordance with the law, up to EUR 250 million. It is the Board of Directors' responsibility to fix the terms and conditions for share capital increases as well as the share subscription period and payment procedures.
In the financial year under review, the Board of Directors has not decided to undertake any increase of the share capital of the Company.
The Company did not conduct any business operation or deal with holders of qualifying interests or the entities with which they are in any relationship in accordance with Article 20 of the Portuguese Securities' Code outside normal market conditions. Any business that occurred fell under the current activity of the contracting parties. The procedures applicable to these transactions are described in paragraphs 89 to 91.
�These powers have not been renewed since October 2005.
Additional information: in October 2000 no capital increases were issued under the powers of the Board of Directors.
1 The company's Articles Association provide that, by unanimous decision of its members, the Board of Directors may pass resolutions about capital increases, once or more times, in accordance with the law, up to EUR 250 million. It is also responsible for deciding on the respective terms, conditions method and length of the subscription and payment period. However, according to the general law such discretion is not currently in force:
Beginning of first term of office: 24 May 2014 End of current term of office: 31 December 2016, remaining in office until a new election pursuant to law.
No changes in the composition of the Presiding Board of the General Meeting took place during 2016.
There are no statutory guidelines providing for the existence of shares that do not carry voting rights or determining that voting rights exceeding a certain threshold shall not be counted if such votes are cast by only one shareholder or by a shareholder who is related to that shareholder. The Articles of Association do not envisage mechanisms that aim to cause a time lag between the entitlement to receive dividends or subscribe for new securities and the voting rights of each ordinary share.
Each share is entitled to one vote.
The blocking of shares to attend the General Meeting must be made at least five business days before the date designated for the respective meeting. The same rule applies when a General Meeting is scheduled for a later date, when the initial session of the General Meeting is suspended.
The Articles of Association provide for the possibility of shareholders voting by mail, provided that the ballots reach the Company at least three business days before the General Meeting. Postal ballot forms must reach the registered office of the Company not less than three business days before the Annual General Meeting. Votes sent by mail are equivalent to negative votes for proposals submitted after the date on which such votes were cast. The presence of the shareholder at the General Meeting revokes the vote it may have sent by mail.
Corticeira Amorim's Articles of Association allow electronic voting, provided that there are adequate technical resources available to enable checking the validity of electronic votes and ensuring their data integrity and confidentiality. Votes sent by electronic means must be received by the Company by the third business day prior to the General Meeting. The Chairman of the General Meeting must check prior to the convening of the General Meeting, the existence of technical means and communication to ensure the safety and reliability of the votes cast. If the Chairman of the Presiding Board decides that the technical requirements for voting by electronic means are met, such information shall be included in the Notice calling the meeting. Votes sent by electronic means are equivalent to negative votes for proposals submitted after the date on which such votes were cast. The presence of the shareholder at the General Meeting revokes the vote it may have sent by mail or by electronic means.
Postal ballot forms are available from Corticeira Amorim's registered office (Rua de Meladas, no. 380 – 4536-902 Mozelos – Portugal) and from the Company's website (www.corticeiraamorim.com). At the request of a shareholder, such postal ballot forms may be provided by e-mail.
The Articles of Association do not provide for any limit on the number of votes that each shareholder (either separately or jointly with other shareholders) is entitled to cast or exercise.
Details of shareholders' resolutions that, imposed by the Articles of Association, may only be taken with a qualified majority, in addition to those legally provided, and details of said majority. The Company's Articles of Association establish specific requirements for convening/decision-making quorums, for the following situations:
× Restriction or withdrawal of pre-emption rights in share capital increases – the Company's Articles of Association require that the Annual General Meeting be attended by shareholders accounting for at least 50 per cent of the paid-up share capital;
The Company has adopted a system of corporate governance commonly known as the "strengthened Latin" model, which is based on a clear separation between management and supervisory bodies as well as double supervision through a supervisory board and a statutory auditor. The Board of Directors considers that the adoption of this model has resulted in the constitution of a supervisory body with stronger and effective supervisory powers composed entirely of members subject to an incompatibility regime and broader independence regulations. It also considers that attributing these powers to an autonomous body – the Supervisory Board – helps create an efficient corporate governance model because it establishes a clear division between the management and supervisory bodies, avoiding the granting of supervisory powers to individual members of the Board of Directors, which by law is a collegial body.
As a consequence, the Board of Directors is confident that the corporate governance model adopted is suitable for the specific circumstances of Corticeira Amorim for the following reasons:
Corticeira Amorim encourages an internal reflection on corporate governance structures and practices adopted by the Company by comparing their efficiency with the potential benefits to be gained from implementing other practices and/or measures prescribed in the CMVM Corporate Governance Act or by other organisations.
This matter – as well as Corticeira Amorim's organisational development issues – has been reviewed by the Executive Committee. Reflection on the corporate governance structure itself has been conducted by the Executive Committee – in the presence of the market relations officer – and by the Board of Directors.
The election of members to the board shall be done on the basis of lists specifying the office to be filled by each Director. The voting shall be carried out in the following manner:
First: one Director shall be elected separately from among the people proposed on the lists subscribed by the groups of shareholders who own between 10% and 20% of the share capital. Each list must propose at least two eligible persons for each office to be filled, but the same shareholder may not subscribe to more than one list. If, on a first poll, there are lists submitted by more than one group of shareholders, then a poll shall be first taken among all such lists and, thereafter, among the names of the candidates listed in the winning list. The lists of candidates may be submitted to the General Meeting before the business on the agenda relating to the election of Directors starts to be discussed;
Second: the General Meeting shall elect the remaining directors. All shareholders present may take part in the respective resolution, regardless of whether or not they signed or voted on any of the lists of the first phase. The General Meeting cannot elect the remaining Directors until it has elected one of the nominees on the lists of the first phase, unless no list has been proposed.
The term of office of the Board members is three calendar years. At the end of the Directors' term, the shareholders must elect new directors or re-elect – one or more times – current Directors.
At the time of voting the management report, the annual financial statements and the proposal for appropriation of profit, the Annual General Meeting may decide to remove any or all directors from the Board. This will not imply the payment of any compensation to any Director so removed from office regardless of whether a Director's discharge from employment has been for cause or without cause. However, this provision will not apply to a Board member elected under special election procedures on a first poll if members holding at least a 20% stake in the share capital of the Company resolve against removing any such Director from office regardless of the cause for a Director's discharge from employment.
When a Director is declared to be definitively absent, and there are no substitutes, he/she shall be replaced by co-option, unless the directors in office are not sufficient in number for the board to function. If there is no co-option within 60 days of the absence, the supervisory board appoints a replacement. The co-option and appointment by the supervisory board shall be subject to ratification at the next general meeting.
If a director elected under the special rules of the first stage is absent permanently, and there is no respective substitute, a new election shall be held, at which the special rules of the first phase apply, with necessary adaptation.
The duration of the term of office of the Board of Directors is three calendar years.
The Board of Directors was composed of six members over 2016:
Chairman: António Rios de Amorim
Date of first appointment to the Board of Directors: 29 March 1990
First appointment as Chairman of the Board of Directors: 31 March 2001
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
Date of first appointment to the Board of Directors: 28 March 2003
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
Date of first appointment to the Board of Directors: 20 July 2012
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
Date of first appointment to the Board of Directors:
28 March 2003 Elected as member of the Board of Directors at the General
Meeting of Shareholders of 4 April 2013
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
Date of first appointment to the Board of Directors: 20 July 2012
End of term of current office:
31 December 2016, remaining in office until a new election pursuant to law.
The Board of Directors of Corticeira Amorim is composed of three executive members and three non-executive members. Its composition remained unchanged during 2016:
Chairman: António Rios de Amorim Vice-Chairman: Nuno Filipe Vilela Barroca de Oliveira Member: Fernando José de Araújo dos Santos Almeida
| Member: | Cristina Rios de Amorim Baptista |
|---|---|
| Member: | Luísa Alexandra Ramos Amorim |
| Member: | Juan Ginesta Viñas |
None of the non-executive members are independent.
Chairman of the Board and CEO of Corticeira Amorim since March 2001. He was CEO of Amorim & Irmãos (1996-2001), Director of Sociedade Figueira-Praia (1993-2006), operational manager at Amorim – Empreendimentos Imobiliários, promoter of the Lisbon Towers and Arrábida Shopping projects (1993-1995), and Executive Director of Amorim Hotéis, SA, in charge of the development of the Ibis and Novotel chains in Portugal. Degree of Commerce – Faculty of Commerce and Social Sciences – University of Birmingham (1989) and attended The Executive Program in Business Administration: Managing the Enterprise – Columbia University Graduate School of Business (1992), Managerial Skills for International Business – INSEAD (2001) and Executive Program in Strategy and Organization – Graduate School of Business Stanford University (2007). He was a member of the European Round Table of Industrialists – the only Portuguese corporate group to belong to this association (1991-1995). Chairman of the Portuguese Cork Association (2002-2012) and the Confédération Européenne du Liège (since 2003). In February 2006, he was awarded the Commendation of Grand Officer of the Order of Agricultural, Commercial and Industrial Merit by the Portuguese President. Age: 49
Graduate in business administration from Portuguese Catholic University. He served as a Non-Executive Director of Corticeira Amorim, from March 2003 to September 2005, he then proceeded to carry out executive functions from that date. Non-executive director of various companies in the Amorim Group (since 2000) and executive director of Barrancarnes (2000-2005). After a year in the commercial area of Møre Codfish (Norway), he took part in the Comett programme and held an internship in Merril Lynch (London), then began his professional activity in the Banco Comercial Português Group, where, for three years, he collaborated in the areas of Studies and Planning, International Area and Investment Funds. Age: 46
Graduated with a Bachelor's Degree in Economics from the University of Porto, Faculty of Economics (1983/84). He joined Corticeira Amorim in 1991 and held various positions in several of the Group's member companies. In 2002, he took over as Manager of Organisational Development and Business Management Planning and Control at Corticeira Amorim.
Age: 55
She graduated in Economics from the Faculty of Economics of Porto, in 1991. She completed an MBA in International Banking and Finance from the University of Birmingham (UK) in 1992. In 2001, she took a postgraduate degree in International Management at the Universidade Católica Portuguesa.
She began working in 1992, for international institutions such as S.G. Warburg España (Corporate Finance) in Madrid (1992), N.M. Rothschild & Sons Limited (Corporate Finance) in London (1993), Rothschild Asset Management Limited (Asset Management) in London (1993), and Soserfin, S.A. (management of economic studies and research) in 1994. She was a Member of the Board of Directors of Fundação Casa da Música (2006 to March 2013) and of Fundação AEP (2009 to April 2013). She joined the upper management of Amorim Investimentos e Participações, SGPS, S.A. (holding company of the Amorim Group) in 1994 and is currently Vice-Chairman and CFO of the Group. In 1997 assumed the position of Investor Relations Officer (IRO) of Corticeira Amorim, SGPS, SA. and in July 2012, the post of member on its board of directors. Age: 48
With a degree in Marketing from ISAG and Hospitality from EHTE and EHTP, completing several areas of training in Hospitality at the Centre International de Glion, in Marketing from UCI Comunication – US and Management at EGP Porto. Director of Amorim – Investimentos e Participações (since 2002), of Quinta Nova – Nossa Senhora do Carmo (since 2006) and, more recently, of Amorim Negócios Internacionais (since 2016). Was the CEO of Natureza, S.G.P.S (2002-2006), Director of Marketing for JW Burmester (2000-2002) and Member of the Hospitality Management in Amorim Hotéis e Serviços and Sociedade Figueira Praia (1996-1997), when she began her role with the Amorim Group. Worked in Management consulting sector at Deloitte & Touche, Porto (1998-2000).
In addition to the business activity, she is the founder and president of the Associação Bagos d´Ouro (since 2010) and Member of the Board of Directors of the Fundação Museu do Douro (2006-2011). Age: 43
With a wide and extensive professional experience in managing businesses, he has played relevant roles in several international companies such as International Harvester (sales manager), DEMAG EO (sales manager), Hunter Douglas (General Manager and the person responsible for the industrial firms located in Brazil, Argentina and Chile) and Torras Domenech (Managing Director and CEO). He has been a director of Trefinos, SL since 1996. Age: 76
Companies holding or to which qualifying holdings exceeding 2% of the voting rights of Corticeira Amorim are attributable, which have directors of Corticeira Amorim on their Board of Directors:
Américo Ferreira de Amorim is Luísa Alexandra Ramos Amorim's father, and Nuno Filipe Vilela Barroca de Oliveira's father-in-law.
António Ferreira de Amorim is the father of António Rios de Amorim and Cristina Rios de Amorim Baptista.
There are no commercial relations between the members of the Board of Directors and shareholders to whom a qualifying interest is imputed.
As provided for in Corticeira Amorim's articles of association, the committee members currently in office are:
Composition and term of office as described in section 11 herein.
organise the attendance list, call the meeting to order, allow, limit or deny the floor to speak, present postal votes, calculate total votes and announce the results;
Composition and term of office as described in section 17 of this report; duties as described in section 9 of this report.
The meetings of the Board of Directors can rely on, besides the presence of its members, the presence of its advisors, Mr. Américo Ferreira de Amorim, who has held the post since 2001, and Mr. Joaquim Ferreira de Amorim, appointed in July 2012.
The Advisors to the Board of Directors are people who advise the Board of Directors about the various issues addressed at board meetings, but they don't have the right to vote on resolutions passed at meetings.
In the specific case of Corticeira Amorim, the unrivalled experience, vision of the future and entrepreneurial spirit of Mr. Américo Ferreira de Amorim and the extensive knowledge of the cork industry of Mr. Joaquim Ferreira de Amorim are an important contribution to the development of the Company, assuming an important role in the meetings of the Board: informed and knowledgeable advisors while simultaneously challenging and driving new initiatives and approaches.
Composition and term of office as described in section 28 of this report; duties as described in section 29 of this report.
Composition and term of office as described in section 31 of this report; duties as described in sections 37 and 38 of this report.
Composition, term of office and duties as described in section 39 herein.
Composition, term of office and duties as described in section 67 herein.
As detailed in section 9, the role of the Board of Directors is to manage the Company's business and affairs and decide on any matter relating to its management while abiding by the resolutions adopted by the Annual General Meeting or the decisions made by the Supervisory Board whenever required by law or the articles of association. As provided for in law and the articles of association, the Board of Directors has delegated the day to day management to an Executive Committee, as described in sections 28 and 29 of this report.
The non-executive members of the Board of Directors regularly attend the monthly meetings of the Board of Directors, which analyse and decide on the evolution of all non-delegable matters and all issues whose relevance, materiality and / or criticality becomes pertinent to their inclusion in the agenda of the Board.
The organisation of meetings allows all Directors – both executive and non-executive directors – to adequately prepare themselves in advance in order to participate fully in the meeting and to assess and devise measures to improve meeting productivity and organisation efficiency. The calendar of regular Board meetings is agreed upon at the beginning of every financial year so that all members may be able to be present. Any Director, including non-executive directors, may request the inclusion of items/topics in the agenda to be considered by the directors, up to the second business day prior to any board meeting.
A reporting system between the Executive Committee and the Board of Directors has been implemented across the organisation with a view to ensuring alignment of their activities and that the Directors are informed of the activities of the Executive Committee in a timely fashion. The Executive Committee provides in good time and an appropriate manner to the request, all information requested by other Board Members and which are necessary in accordance with their respective duties.
Thus, in addition to matters which by law or the articles of association fall to be considered exclusively by the Board of Directors, non-executive directors are aware of and monitor:
| Board of Directors |
Advisors to the Board of Directors |
|---|---|
| EXECUTIVE DIRECTORS António Rios de Amorim CHAIRMAN Nuno Filipe Vilela Barroca de Oliveira VICE-CHAIRMAN Fernando José de Araújo dos Santos Almeida MEMBER |
Américo Ferreira de Amorim Joaquim Ferreira de Amorim |
| NON-EXECUTIVE DIRECTORS | |
| Cristina Rios de Amorim Baptista MEMBER Luísa Alexandra Ramos Amorim MEMBER Juan Ginesta Viñas MEMBER |
Using a management model based on a strategic-operational holding company concept, these BUs are co-ordinated by Corticeira Amorim's Executive Committee, which has very broad management powers, except for those specifically reserved to the Board of Directors by law or the Company's articles of association.
The strategic alignment of the entire organisation is enhanced through the use of a balanced scorecard approach by Corticeira Amorim and its BUs. In this regard, Corticeira Amorim's Board of Directors is responsible for approving strategic initiatives and goals (i) for the organisation as a whole and (ii) specifically for Corticeira Amorim and each BU.
Each BU has a Board of Directors composed of non-executive and executive members, including the General Manager of the BU. This body is the authority responsible for deciding on all matters deemed relevant. The diagram below shows how the management structure of the business is currently organised:
The Support Divisions are responsible for monitoring and coordinating the operation of the BUs and their functional areas, under the coordination of the members of the Executive Committee, as shown in the diagram below: (situation as at 31 December 2016).
At intervals deemed appropriate, the managing director of the relevant support division or the Executive Committee or even the Board of Directors may request a review (and they effectively do so) of the activity carried out by the different support divisions in order that the need or opportunity to create new positions or implement new strategies may be considered by the Board of Directors.
The modus operandi of the Board of Directors of Corticeira Amorim scrupulously complies with all applicable rules of procedure regarding the Board of Directors, specifically those set out in the Portuguese Companies' Code, in the Company's articles of association and in the regulations issued by the CMVM. This already constitutes real rules of procedure that are adequate to and foster its efficient operation to safeguard the performance of this collegiate body in the efficient pursuit of the interests of the Company and all its shareholders.
Hence, although no formal Internal Rules as referred in this section do actually exist, Corticeira Amorim believes that the principles of good business practice are part of the core values upheld by both the members of this governing body and the other staff who assist and/or advise them.
Given that these internal rules have not yet been formalised, they are not available on the Company's website. However, the Board of Directors complies with all rules of procedure prescribed by law [Portuguese Companies' Code, Portuguese Securities' Code, regulations and instructions issued by the CMVM] or by the Company's articles of association, which are available at the CMVM's website (www.cmvm.pt) or at the Company's website (www.corticeiraamorim.com), respectively.
Pursuant to the Articles of Association, the Board of Directors shall meet when and where corporate interest requires. Eleven meetings of the Board of Directors were held during 2016, and all the members of the Board in office attended or were represented at the meetings. Overall attendance was 100%. If the representation of directors is eliminated from this calculation, the attendance rate will be 89.4%.
The following were represented by another director: Nuno Filipe Vilela Barroca de Oliveira at the meeting on 11 February; Juan Ginesta Viñas in the meetings on 11 February , 8 July and 31 October; Cristina Rios de Amorim Baptista in the meetings of 11 January and 28 July; and Luísa Alexandra Ramos Amorim at the meeting on 11 January. The other members of the Board of Directors attended all the meetings in person.
Pursuant to the articles of association, the General Meeting or a Committee it elects shall decide on the assessment of the performance of the executive directors.
As stated in section 67 of this report, there is a Remuneration Committee (term of office of three years, 2014 to 2016), which is responsible for carrying out the assessment referred to in this point, and it effectively did so.
Pursuant to the statement on the policy for remunerations awarded to the Board of Directors approved at the General Shareholders' Meeting of 30 March 2016, as proposed by the company's Remuneration Committee (Section 69), a variable remuneration shall be added, if deemed adequate and feasible, to the fixed remuneration for executive directors, in the form of performance bonuses, which should result from the assessment of short-term performance and contribution to the annual performance for economic sustainability in the medium / long-term for the Organization. The actual amount of the variable pay shall depend on the appraisal to be carried out every year by the Remuneration Committee on the performance of the Board members, examining the contribution of each individual executive director to both the Company's profit in the relevant financial year and compliance with the Company's targets and implementation of the medium/long-term strategies adopted by the Company; the development of the results
and the level of compliance with the following strategic objectives: innovation, financial soundness, value creation, competitiveness and growth. The payment of the variable pay component, if any, may be made wholly or in part after determination of the profit (or loss) for the years in respect of the whole term of office. There is, therefore, the possibility of the variable pay being reduced if the profit for the year reflects a significant deterioration in the Company's performance in the last financial year or if it is expectable that a significant deterioration will occur in the financial year underway.
| Company | Position Held |
|---|---|
| Corticeira Amorim Group | |
| Amorim & Irmãos, S.A. | Chairman of the Board |
| Amorim & Irmãos, S.G.P.S., S.A. | Chairman of the Board |
| Amorim Bartop – Investimentos e Participações, S.A. | Chairman of the Board |
| Amorim Compcork, Lda. | Manager |
| Amorim Cork Composites, S.A. | Chairman of the Board |
| Amorim Cork Research, Lda. | Manager |
| Amorim Cork Services, Lda. | Manager |
| Amorim Florestal España, S.L. | Chairman of the Board |
| Amorim Florestal, S.A. | Chairman of the Board |
| Amorim Industrial Solutions – Imobiliária, S.A. | Chairman of the Board |
| Amorim Isolamentos, S.A. | Chairman of the Board |
| Amorim Natural Cork, S.A. | Chairman of the Board |
| Amorim Revestimentos, S.A. | Chairman of the Board |
| Amorim Top Series, S.A. | Chairman of the Board |
| Chapius, S.L. | Chairman of the Board |
| Comatral – Compagnie Marrocaine de Transformation du Liège, S.A. |
Chairman of the Board and Chairman of the Presiding Board of the General Meeting |
| Dom Korkowy, Sp. Zo.o | Member of the Board of Directors |
| Equipar – Participações Integradas, SGPS, S.A. | Manager |
| Francisco Oller, S.A. | Member of the Board of Directors |
| Korken Schiesser GmbH | Chairman of the Board |
| Olimpíadas Barcelona 92, S.L. | Chairman of the Board |
| SIBL – Société Industrielle Bois Liège, S.A.R.L. | Manager |
| Société Nouvelle des Bouchons Trescasses, S.A. | Director |
| Other Companies | |
| Afaprom – Sociedade Agro-Florestal, S.A. | Member of the Board of Directors |
| Agolal, S.A. | Member of the Board of Directors |
| Agropecuária Mirantes e Freires, S.A. | Member of the Board of Directors |
| Amorim – Investimentos e Participações, S.G.P.S., S.A. | Member of the Board of Directors |
| Amorim – Participações Agro-Florestais, S.G.P.S., S.A. | Member of the Board of Directors |
| Amorim Capital, S.A. | Chairman of the Board |
| Amorim Fininvests, S.G.P.S., S.A. | Member of the Board of Directors |
| Amorim, S.G.P.S., S.A. | Member of the Board of Directors |
| Bomsobro – Sociedade Agro-Florestal, S.A. | Member of the Board of Directors |
| Caneicor – Sociedade Agro-Florestal da Caneira, S.A. | Member of the Board of Directors |
| Cimorim – Sociedade Agro-Florestal, S.A. | Member of the Board of Directors |
| Clube de Tiro, Caça e Pesca a Agolal | Treasurer |
| Corunhal – Sociedade Agro-Florestal, S.A. | Member of the Board of Directors |
| Fruticor – Sociedade Agrícola de Frutas e Cortiças, S.A. | Member of the Board of Directors |
| Gierlings Velpor – Veludo Português, S.A. | Member of the Board of Directors |
| OSI – Sistemas Informáticos e Electrotécnicos, Lda. | Manager |
| QM1609 – Investimentos Imobiliários, S.A. | Member of the Board of Directors |
| Quinta Nova de Nossa Senhora do Carmo, S.A. | Member of the Board of Directors |
| Resiféria – Construções Urbanas, S.A. | Member of the Board of Directors |
| Position Held |
|---|
| Vice-Chairman of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Manager |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Manager |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Member of the Board of Directors |
| Company | Position Held | |||
|---|---|---|---|---|
| Corticeira Amorim Group | ||||
| Amorim Cork Services, Lda. | Manager | |||
| Amorim Revestimentos, S.A. | Member of the Board of Directors | |||
| OSI – Sistemas Informáticos e Electrotécnicos, Lda. | Manager | |||
| Vatrya – Consultoria e Marketing, Lda. | Manager |
| Company | Position Held |
|---|---|
| Corticeira Amorim Group | |
| Amorim & Irmãos, S.A. | Chairman of Remuneration Committee |
| Amorim Cork Services, Lda. [a] | Manager |
| Other Companies | |
| Afaprom – Sociedade Agro-Florestal, S.A. [a] | Member of the Board of Directors |
| Agolal – Sociedade Agro-Florestal, S.A. [a] | Member of the Board of Directors |
| Agro-Pecuária Mirante e Freires, S.A. [a] | Member of the Board of Directors |
| Amorim – Investimentos e Participações, S.G.P.S., S.A. | First Vice-Chairman of the Board of Directors |
| Amorim – Participações Agro-Florestais, S.G.P.S., S.A. [a] | Member of the Board of Directors |
| Amorim – Serviços e Gestão, S.A. [a] | Chairman of the Board |
| Amorim – Sociedade Gestora de Participações Sociais, S.A. | Member of the Board of Directors |
| Amorim – Viagens e Turismo, Lda. [a] | Manager |
| Amorim Desenvolvimento, Investimentos e Serviços, S.A. [a] | Chairman of the Board |
| Amorim Finingest, SGPS, S.A. [a] | Member of the Board of Directors |
| Amorim Global Investors, S.G.P.S., S.A. [a] | Member of the Board of Directors |
| Amorim International Participations, B.V [a] | Director |
Bomsobro – Sociedade Agro-Florestal, S.A. [a] Member of the Board of Directors Caneicor – Sociedade Agro-Florestal da Caneira, S.A. [a] Member of the Board of Directors Cimorim – Sociedade Agro-Florestal, S.A. [a] Member of the Board of Directors Corunhal – Sociedade Agro-Florestal, S.A. [a] Member of the Board of Directors Fruticor – Sociedade Agrícola de Frutas e Cortiças, S.A. [a] Member of the Board of Directors MCMAB – Serviços e Gestão, Lda. [a] Manager Resiféria – Construções Urbanas, S.A. [a] Member of the Board of Directors
BCSD – Business Council for Sustainable Development Member of the Management
AEP – Portuguese Business Association Member of the General Board, representing Amorim & Irmãos, SA
AEM – Association of Listed Companies Member of the General Board, representing Corticeira Amorim, SGPS, S.A.[b]
a
At the time of this report, the Director had resigned from the post. b Mandate ends in 2016; maintains duties until the new election.
Actual, SGPS, S.A. Chairman of the Board Amorim – Investimentos e Participações, SGPS, S.A. Member of the Board of Directors Amorim – Serviços e Gestão, S.A. Member of the Board of Directors Amorim – Viagens e Turismo, Lda. Manager Amorim Capital, S.A. Member of the Board of Directors Amorim Desenvolvimento – Investimentos e Serviços, S.A. Member of the Board of Directors Amorim Global Investors, SGPS, S.A. Member of the Board of Directors Amorim Negócios Internacionais, S.A. Chairman of the Board Andorine, Lda. Manager Bucozal – Investimentos Imobiliários e Turísticos, Lda. Manager Época Global, SGPS, S.A. Chairman of the Board Great Prime, S.A. Member of the Board of Directors Investmark Holdings, B.V. Director OSI – Sistemas Informáticos e Electrotécnicos, Lda. Manager Quinta Nova de Nossa Senhora do Carmo, S.A. Chairman of the Board Vintage Prime, SGPS, S.A. Member of the Board of Directors Warranties – SGPS, S.A. Member of the Board of Directors Other Institutions
Associação Bagos D'Ouro – A private institution of
Social Solidarity (IPSS) Chairman of the Board
| Company | Position Held |
|---|---|
| Corticeira Amorim Group | |
| Trefinos, S.L. | Chairman of the Board |
| Other Companies | |
| Les Finques, S.A. | Sole Director |
There is an Executive Committee, created by delegation of powers by the Board of Directors. Although there are no formal rules of procedure available for viewing, the functioning of the Executive Committee complies with all the rules governing its work, namely those of the Portuguese Companies' Code, the Articles of Association and the procedures adopted internally. This constitutes by itself adequate rules of procedure that enable the implementation of the best practices, safeguarding the effectiveness of the Company and creating value for shareholders.
As already referred to for the Board of Directors, it should be added that the principles of good business practice are part of the core values upheld by both the members of this committee and the staff members who assist and/or advise them.
The Executive Committee shall consist of three members, i.e., a Chairman and two Members. The composition of this board remained unchanged in 2016, so the members at the end of the year continued to be:
Chairman: António Rios de Amorim
Member: Nuno Filipe Vilela Barroca de Oliveira
Member: Fernando José de Araújo dos Santos Almeida
The term of office of the Executive Committee coincides with that of the Board of Directors.
According to Corticeira Amorim's articles of association, the Executive Committee is vested with the power to implement the decisions made by the Board of Directors, manage the Company's ordinary course of business and implement certain management duties. The activity of the Executive Committee was conducted in 2016 according to these duties, with the purpose of performing:
× Monitoring the evolution of critical business factors, definition and implementation of management measures concerning those factors (evolution of prices of main inputs, interest rates and exchange rates);
× Follow up and decisions on investment, loans and taking on liabilities;
With a properly implemented reporting system within the Company, information flows from the members of the Executive Committee to the Directors, thus ensuring that the performance of the members of both the Board and the Committee are aligned and that every director is informed of the work and activities of the Executive Committee in a timely manner.
The Chairman of the Executive Committee, who is also the Chairman of the Board of Directors, provides timely minutes of the Executive Committee meetings to the Chairman of the Supervisory Board.
The Executive Committee, met ten times during 2016. The attendance rate was 100% (in global and individual terms).
The Company has adopted the governance model commonly known as the "reinforced Latin" model, with a double supervisory mechanism consisting of a supervisory board and a statutory auditor.
The Supervisory Board was composed of three incumbent members and one alternate member during the current mandate (2014-2016):
Chairman: Manuel Carvalho Fernandes
Member: Ana Paula Africano de Sousa e Silva
Member: Eugénio Luís Lopes Franco Ferreira Date of first appointment to the Supervisory Board: 24 March 2014 End of term in office: 31 December 2016, remaining in office until a new election pursuant to law
Alternate: Durval Ferreira Marques Date of first appointment to the Supervisory Board: 28 May 2007 Date of first appointment as Alternate to the Supervisory Board: 24 March 2014
End of term in office:
31 December 2016, remaining in office until a new election pursuant to law
As far as the Company knows, all members of the Supervisory Board, both incumbent and alternate members, meet the independence criteria set out in Article 414 (5) as well as the incompatibility rules envisaged in Article 414-A(1), both of the Portuguese Companies' Code.
The alternate member of this board, Durval Ferreira Marques, is not considered to be independent since he does not meet the criterion set out in subparagraph (b), paragraph 5 of Article 414 (after three terms as Chairman of the Supervisory Board, he was elected the alternate for that same body). He meets the remaining requirements of independence as well as the incompatibility rules referred to in the preceding paragraph.
Graduated with a Bachelor's Degree in Economics from the University of Porto, Faculty of Economics. MBA from Katholieke Universiteit Leuven (Leuven, Belgium). Professional career in the financial sector (1979-1995) – Banco Português do Atlântico, State Secretary of the Treasury (1986-1988), President of Banco Comercial de Macau (1989-1995), the Insurance Company Bonança (1992-1995) and of the Portuguese Banks' Union (1993-1995). Director of Banco Mais (1997-2011), Seguros Sagres (2006-2008), Finibanco (2004-2006). CEO of SGAL – Sociedade Gestora Alta de Lisboa (1998-2007).
In the last five years he has held several director level positions in a number of companies (other than those referred to in number 36): BANIF, SGPS, S.A., BANIF – Banco Internacional do Funchal, S.A., Tecnicrédito, SGPS, S.A., Banco MAIS, S.A., Finpro, SCR, S.A. and Finpro Unipessoal, Lda.
Graduated with a Bachelor's Degree in Economics from the University of Porto, Faculty of Economics. PhD degree in Economics (specialisation in International Economics) from the University of Reading – England, in 1995; equivalence to a PhD degree from the Faculty of Economics of the University of Porto in January 1996. Completed the lecture part of the Master in Economics in 1989, Faculty of Economics of Porto. Senior technician (part-time) in the Studies Department of the Portuguese Statistics Agency (Instituto Nacional de Estatística), Porto Regional Office, from March 1996 to February 1998. Working in the Economics Faculty of Porto University, where she is a member of the Scientific Board and also lectures: Theory and Foreign Trade Policy (Master of Economics), International Commerce (Master of Economics and International Management), International Strategic Management (MEGI), International Economics (Bachelors of Economics and Management); Economic Integration, Applied Economic Studies, Microeconomics and Macroeconomics (Bachelor's Degree in Economics).
Combines teaching with extensive scientific work (supervising PhD theses, master's degree dissertations, sitting on juries) and academic publications.
Member of the Inter-university Association of European Studies in Portugal and the European Union Studies Association (Pittsburgh, USA).
For the past five years she has not held any director level positions.
Education and professional training: graduated with a Bachelor's Degree in Economics from the University of Porto, Faculty of Economics in 1976 where he lectured Financial Mathematics in 1976/1977. Throughout his career he attended numerous training activities in several European countries and the United States; Member of the Ordem dos Economistas and member of the Portuguese Institute of Corporate Governance. In 2016 he voluntarily cancelled his enrolment in the Ordem dos Revisores Oficiais de Contas [Statutory Auditors' Association] and the Ordem dos Contabilistas Certificados [Chartered Accountants' Association].
Professional experience: is a member of the Supervisory Board of NOS, SGPS, SA; since 2009, to date a Consultant as an independent contractor; 1977-2008: joined the office in Porto of the then Price Waterhouse (PW), currently PricewaterhouseCoopers (PwC). After a brief stint at the Paris office (1986), he was admitted as a Partner in 1991, transferring to the Lisbon office in 1996. He initially joined the Audit department and later the Transaction Services department, having participated in numerous audits and consulting projects, particularly in the area of transactions and corporate reorganisations. As an auditor, the scope of responsibilities included, in most cases, the performance of the duties of the Investmark Holdings, B.V.members of the Supervisory Board or the Statutory Auditor; at different times he performed various internal functions at PW / PwC, namely (i) the head of the Porto office (1989-1998); (iii) territorial responsibility for the technical audit function and risk management ( "Technical Partner" and "Risk Management Partner"); (iii) responsibility for administrative functions, financial and internal IT ( "Finance & Operations Partner"); (iv) in charge of the Audit Department; (v) member of the Executive Committee ( "Territory Leadership Team"); 1966-1976: initiated activity in a small company in the automotive sector, interrupted between 1971-1974 for the fulfilment of military service.
For the past five years he has not held any director level positions.
Graduated with a Bachelor's Degree in Economics from the University of Porto, Faculty of Economics, he was a technical education lecturer and a technical assistant at the Directorate-General of the Central Bank of Angola. He held management positions in the finance, insurance, media and industry sectors in South Africa for over 25 years. He was also a representative of the Portuguese Business Association in South Africa and Mozambique.
For the past five years he has not held any director level positions.
The Rules of the Supervisory Board of the Company can be viewed at http://www.amorim.com/xms/files/Investidores/2_Orgaos_ Sociais/2014-2016_Regulamento_do_Conselho_Fiscal.pdf
The Supervisory Board meets whenever called by the Chairman or by any other two members of the Supervisory Board, and at least every quarter, pursuant to article 10 of the rules of procedure of that body. The Supervisory Board met six times during 2016, and all Investmark Holdings, B.V.members attended those meetings. The overall and invdividual attendance was thus of 100%.
| Company | Position Held |
|---|---|
| Grupo AFSA, SGPS, S.A. – management positions | |
| AFSA, SGPS, S.A. | Director |
| COEPAR – Consultoria e Investimentos, S.A. | Director |
| S2IS – Serviços e Investimentos, SGPS, S.A. | Director |
| BRASILIMO – Investimentos Imobiliários no Brasil, SGPS, S.A. | Director |
| SSL – Serviços e Investimentos, S.A. | Director |
| QMETRICS – Serviços, Consultoria e Avaliação da Satisfação, S.A. | Director |
| Other companies – Management positions | |
| Faceril – Fábrica de Cerâmica do Ribatejo, S.A. | Director |
| Coeprimob – Promoção Imobiliária, S.A. | Director |
| Qdata, Lda. | Manager |
| Quaternaire, S.A. | Director |
| Grupo AFSA, SGPS, S.A. – other positions | |
| Douro Empreendimentos Imobiliários, Lda. | Advisory Board |
| Brasilimo Empreendimentos Imobiliários, Lda. | Advisory Board |
| Other companies – other positions | |
| Oriente Foundation | Curator |
| Institution | Position Held |
|---|---|
| University of Porto | Lecturer |
| Faculty of Economics from the University of Porto | Member of the Board of Representatives |
| Member of the Scientific Committee of the Master's Degree in Economics and International Management |
|
| Centre of Economic and Financial Studies (CEFUP) | Member |
| Company | Position Held |
|---|---|
| NOS, SGPS, S.A. | Member of the Supervisory Board |
Since 2009, he acts professionally as a self-employed consultant.
It is to be noted that the entry into force on 1 January 2016 of Law No. 140/2015 of 7 September, approving the new Statutes of the Order of Statutory Auditors and Law No. 148/2015 of 9 September approving the Legal Regime for Audit Supervision, implied that the provision of services by the Statutory Auditor is substantially limited (a wide range of services are legally prohibited and the rest are limited to 30% of the total fees paid to the Statutory Auditor) and that the non-prohibited services require the prior approval of the Supervisory Board.
Thus, while always being subjected to the approval by the Supervisory Board, other services were contracted from PricewaterhouseCoopers (and not the additional services provided by the external auditor). Such services essentially refer to assistance for the implementation of administrative mechanisms to address legal formalities.
Under such services:
There are, therefore, no issues regarding the independence of the work of the Statutory Auditor.
The Supervisory Board is responsible, under the law and respective Rules of Procedure, for the following:
situation of the company; the scope and conditions of the provision of services to be hired must be communicated in advance to the Board of Directors;
tor pursuant to the law, including the obtaining of formal written confirmations of the statutory auditor provided Investmark Holdings, B.V.in Articles 63 and 78 of the Statute of the Statutory Auditors Association and in particular, verify the appropriateness and approve the rendering of services other than audit services;
× Check that the published report on the corporate governance structure and practices includes the provisions referred to in article 245-A of the Portuguese Securities' Code.
The members of this body in office on 31 December 2013, elected for the 2011 to 2013 term, remained in office according to law until an election was held, which was on 24 March 2014, in the General Meeting. This General Meeting re-elected all members for a new term, namely from 2014 to 2016:
Member: PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda, registered in the CMVM since 15 July 2004 under number 20161485, represented by José Pereira Alves (Statutory Auditor) or António Joaquim Brochado Correia (Statutory Auditor).
Alternate: Hermínio António Paulos Afonso (Statutory Auditor) End of term of office: 31 December 2016, remaining in office until a new election pursuant to law.
Pricewaterhousecoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. has performed the duties for twelve consecutive years, while the Statutory Auditor representing that company has been in this role for four years.
Corticeira Amorim did not have a policy of rotation of the Statutory Auditor. Continuation in service of the statutory auditor was subject to a careful assessment of the advantages and disadvantages thereof, in particular the expertise and experience acquired in the type of business in which the Company is engaged in. PricewaterhouseCoopers & Associados, S.R.O.C., Lda. – Statutory Auditor that concludes this year its mandate – met in the opinion of the Company the independence requirements and this was reinforced by the fact the partner in charge of the Company's audit is proposed to be rotated every seven years, a procedure in line with the best international practices. The audit of the company over the last four years has been conducted by António Joaquim Brochado Correia.
With the entry into force of Law No. 140/2015, 07/09 – Statute of the Statutory Auditors Association – Investmark Holdings, B.V.a minimum period (two years) and a maximum (in the case of the Corticeira Amorim, three terms) became legally mandated for the performance of statutory audit functions by the statutory auditor, thus implementing at Corticeira Amorim, the periodic rotation, which is mandatory for the statutory auditor. Being the current Statutory Auditor at the end of his mandate, the next General Shareholders' Meeting of Corticeira Amorim, to be convened for April 7, 2017, will elect a new Statutory Auditor, from a list of selected candidates according to the recommended consultation process, legally provided for.
The Company and companies with which it is in a group relationship contracted the following services from PricewaterhouseCoopers, including other entities belonging to the same network, services whose nature and value are detailed in the following table:
| PwC SROC | Companies of PwC's network | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Type of service | Cor ticeira Amorim |
Group companies |
Total | Cor ticeira Amorim |
Group companies |
Total | ||||||
| Audit and certification of accounts | 54,000 | 100% 158,400 | 81% 212,400 | 85% | 0 | 0% 113,700 | 59% 113,700 | 59% | ||||
| Other reliability assurance services | 0 | 0% | 22,824 | 12% | 22,824 | 9% | 0 | 0% | 0 | 0% | 0 | 0% |
| Tax advice | 0 | 0% | 5,549 | 3% | 5,549 | 2% | 0 | 0% | 0 | 0% | 0 | 0% |
| Other services | 0 | 0% | 8,150 | 4% | 8,150 | 3% | 0 | 0% | 80,411 | 41% | 80,411 | 41% |
| Total | 54,000 | 100% 194,923 | 100% 248,923 | 100% | 0 | 0% 194,111 | 100% 194,111 | 100% |
| Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Type of service | Corticeira Amorim | Group companies | Total | |||||
| Audit and certification of accounts | 54,000 | 100% | 272,100 | 70% | 326,100 | 74% | ||
| Other reliability assurance services | 0 | 0% | 22,824 | 6% | 22,824 | 5% | ||
| Tax advice | 0 | 0% | 5,549 | 1% | 5,549 | 1% | ||
| Other services | 0 | 0% | 88,561 | 23% | 88,561 | 20% | ||
| Total | 54,000 | 100% | 389,034 | 100% | 443,034 | 100% |
The line-item of Other reliability assurance services includes certifications of investment expenditure statements, report generation on the draft financial statements, verification of the sustainability report and issuing of the opinion on the merger.
In Tax Advisory Services are supporting the benchmarking of transfer pricing, contracted before the entry into force of Law No. 140/2015.
Other Services include, among others: customer satisfaction surveys, analysis of pricing and profitability, support for applications for incentives.
The independence of these service providers is not called into question as the leadership of the projects such service providers take on is always assumed by the appropriate department of Corticeira Amorim.
Details of the external auditor appointed in accordance with Article 8 and the partner that represents same in carrying out these duties, and the respective registration number in the CMVM. The external audit of Corticeira Amorim is performed by the Statutory Auditor (as identified in section 39).
State the number of years that the external auditor and respective partner that represents same in carrying out these duties consecutively carries out duties with the company and/or group. As set out in section 40 above.
Rotation policy and schedule of the external auditor and the respective partner that represents said auditor in carrying out such duties.
As set out in section 40 above.
Details of the Board responsible for assessing the external auditor and the regular intervals when said assessment is carried out. As set out in section 40 above.
Details of services, other than auditing, carried out by the external auditor for the company and/or companies in a control relationship and an indication of the internal procedures for approving the hiring of such services and a statement on the reasons for said hire. As set out in section 41 above (identification of work) and in section 37 (internal procedures).
Details of the annual remuneration paid by the company and/ or legal entities in a control or group relationship to the auditor and other natural or legal persons pertaining to the same network and the percentage breakdown relating to the following services. As set out in section 41 above.
The rules governing the amendment of the Articles of Association of the Company are those provided for by law, with the addition of the following specific provisions set out in the aforementioned articles: the Company is managed by a Board of Directors consisting of a Chairman, a Vice-Chairman and from one to nine other Members. This statutory provision may be amended only with the approval by a majority of shareholders representing at least two-thirds of the Company's share capital.
It is the responsibility of Corticeira Amorim's Supervisory Board – in accordance with its rules of procedure – to receive the information on wrongful acts reported by shareholders, employees or other individuals or bodies and to treat such whistle-blowing reports appropriately.
Such reports shall be addressed to:
Address – Registered office of the company: Rua de Meladas, n.º 380 – Apartado 20 – 4536-902 MOZELOS Telephone: 22 747 54 00
The Company ensures that the Supervisory Board will be the first to be made aware of the contents of such whistle-blowing reports (no employee of the Company is authorised to open mail specifically addressed to this corporate body or any of its individual members).
It is the Supervisory Board's responsibility to review any such reports and ask the Company's other governing bodies and officers for any explanations on the disclosed events and the circumstances surrounding the situation. In dealing with concrete situations, the Supervisory Board is entitled to:
The Company guarantees that the identity of whistle-blowers will not be disclosed throughout the process, unless they expressly choose to disclose their identity.
Corticeira Amorim believes that there are a number of measures, i.e. (i) the assignment of such responsibilities to the Supervisory Board – a body composed entirely of independent members, thus ensuring the impartial handling and consideration of irregularities reported to the Company; (ii) the non-imposition of the use of a specific format for such reports and the fact that the whistleblower may use the channels
it deems most suitable to make the report; (iii) the obligation to ensure protection of personal data (scrupulously following the instructions given by whistleblowers regarding confidentiality) that safeguard the rights of both whistleblowers and other staff members involved, while ensuring that the reporting process remains simple, and contribute effectively to promoting the impartial investigation and clarification of the situations reported.
These departments work under the command of the Board of Directors, closely directed by the Executive Committee.
The main aim of the Board of Directors and the Executive Committee is to establish an integrated overview of critical success factors in terms of profitability and/or associated risks with a view to creating sustainable value for both the Company and its shareholders.
Because of Corticeira Amorim's specific business characteristics, two critical factors have been identified at the operational level: (i) market risk and business risk and (ii) raw materials (cork) risk. The management of such risks is the responsibility of the relevant BU.
In the first instance, market risk and business risk are managed by the four BUs – Cork Stoppers, Floor and Wall Coverings, Cork Composites and Insulation Cork – that are involved in the markets that deal in Corticeira Amorim's finished products.
In devising a strategic plan for these BUs – a strategic plan based on the balanced scorecard methodology – a number of key factors for value creation are identified by using a multifaceted approach that encompasses the outlook for finance, market/customers, processes and infrastructures. Using this approach, strategic objectives and goals are defined as well as the actions required to achieve them.
The adopted method strengthens alignment between the defined strategy and operational planning where such are defined, for a shorter time horizon, the priority actions to develop to reduce risk and ensure sustained value creation. The BUs have implemented processes that allow the systematic monitoring of these actions, which are subject to periodic monitoring and monthly evaluation by the Board of Directors of the BU.
The management of the procurement, storage and preparation of the single variable common to all business activities of Corticeira Amorim, i.e. the raw material (cork) is centralised in an autonomous BU, given the critical nature of this factor across all the BUs. This permits the following:
× Improve the management of raw materials from a multinational perspective;
× Strengthen its presence in cork-producing countries;
As far as legal risks are concerned, the main risk to the business of Corticeira Amorim and its subsidiaries relates to the potential for loss arising from amendments made to legislation – in particular, labour legislation, environmental regulations and similar –, which could have an impact on Corticeira Amorim's operations and affect its business' performance and profitability.
The Legal Department in cooperation with the Organisational Development and Strategic Planning area seek to anticipate such amendments and adapt corporate governance practices accordingly. The numerous certification processes (food safety, quality, environmental management, human resources, etc.), as described in more detail in Chapter 5 of the Management Report, are based on procedures designed, implemented and regularly and strictly audited by certifying organisations, thus guaranteeing the minimisation of such risks. Wherever possible and practicable, the Organisation takes out insurance to mitigate the effects of uncertain but potentially unfavourable events.
Under the direction of the Board of Directors and assisted by an Executive Committee or an Executive Director, Corticeira Amorim's support divisions play an important role in managing critical risk factors, including risk prevention and detection. The finance department, the organisational development department, the management planning and control department and the internal audit department play an essential role in this regard.
As Corticeira Amorim is one of Portugal's most international companies, it pays special attention to managing exchange rate risk as well as liquidity and interest rate risk.
In addition to the responsibilities of the finance department regarding prevention, monitoring and management of the above risks, the main objectives of this department are to assist with the definition and implementation of global financial strategies and with the coordination of the financial management of the group's BUs. It is structured as follows:
The financial organisational structure is coordinated as follows:
The system of internal control and risk management currently implemented in the company stems from an in-depth and continuous process of improvement and adaptation of internal reflection in the company, involving both the Board of Directors, in particular its Executive Committee, and the different support areas – in particular the area of Organisational Development and Strategic Planning – or the support of external specialised consultants, where appropriate.
Also noteworthy is the Internal Audit area, whose work has significant impact on reducing the organisation's operational risks. The main tasks are to assess and review internal control systems with a view to optimising resources and safeguarding assets as well as monitoring activities carried out in order to provide the management bodies with a reasonable degree of certainty that business goals will be achieved.
The reporting system implemented in the Company – either at regular intervals or on demand of the Board of Directors, the Executive Committee or officers responsible for the Management – includes both measurement and objective evaluation of such risks which – after being discussed by the Board of Directors or the Executive Committee – will, if appropriate, give rise to the determination of additional or corrective measures whose implementation and impact will be followed up by the governing body that approved such measures.
The growing complexity of the business environment triggers off a close monitoring of the systems implemented in the Company. Such monitoring includes contributions and opinions from both the Supervisory Board and the Statutory Auditor and this leads to the adoption of more effective procedures when it is deemed advisable.
Under the Rules of Procedure of the Supervisory Board, it is this Board's responsibility to monitor the effectiveness of the risk management system, the internal control system and the internal auditing system.
In regard to the preparation and disclosure of financial information – including the consolidated, the Company promotes close cooperation among all those involved in the process to ensure that:
CMVM and is made in the following order: first, via the data dissemination system of the Portuguese Securities Market Commission (www.cmvm.pt); second, via the Company's website (www.corticeiraamorim.com); third, by means of a long list of Portuguese and foreign media contacts; and fourth, to Corticeira Amorim's staff and to shareholders, investors, analysts and other stakeholders, whose contacts are stored in a database.
The process of preparation of financial information, including consolidated information, is dependent on the process of registration of the operations and the support systems. There is an Internal Controls Procedures Manual and an Accounting Manual implemented at the Group level. These manuals contain a set of policies, rules and procedures to (i) ensure that the process of preparation of financial information follows homogeneous principles and (ii) the quality and reliability of the financial information is ensured.
The implementation of accounting policies and internal control procedures relating to the preparation of financial information is subject to evaluation by the internal and external auditors.
The consolidated financial information by Business Unit is assessed, validated and approved by the management of the respective Business Unit, every quarter. This procedure has been consistently adopted by all the Corticeira Amorim Group's business units.
The consolidated financial information of Corticeira Amorim is approved by the Board of Directors and presented to the Supervisory Board, before its publication.
It is also to be emphasized that the referred Internal Control Procedures Manual contains a set of rules intended to ensure that the process of disclosure of financial information, including consolidated information, guarantees the quality, transparency and fairness in the dissemination of information.
Through its Investor Relations Department, Corticeira Amorim maintains permanent contact with the Market, thus ensuring that the principle of equality among shareholders is upheld and that uneven access of investors to information is prevented.
This Department, headed by the Investor Relations Officer, brings together and coordinates the work of professionals from other departments (Management Control, Legal and tax, Administrative and financial) of Corticeira Amorim in order to provide impartial and timely replies to all requests from investors (whether existing or potential).
The Investor Relations Department, supervised by Corticeira Amorim's Investor Relations Officer, has the following responsibilities:
× Participation in conferences and meetings with investors and analysts.
The following measures carried out in 2016 in the context of contact with investors are especially noteworthy:
Corticeira Amorim has been using its information technology to regularly disclose and disseminate its economic and financial information, including the Company's operation performance evaluation reports and financial results as well as its answers to specific questions and queries raised by investors.
From the beginning of 2009 onwards, the minutes of the General Meetings and statistical information on the attendance of shareholders at the General Meetings are also made available for consultation within five working days of the holding of the Annual General Meeting.
This Department can be reached by telephone at +351 22 747 54 00, by fax +351 22 747 54 07 or by e-mail at [email protected].
The post of Investor Relations Officer of Corticeira Amorim is held by Cristina Rios de Amorim Baptista.
The response rate to requests for information is 100%. The reply is provided, on average, within 24 hours (working days), except for highly complex cases (average response time of five working days) that require consultation with external resources to the Company and are, therefore, dependent on the deadlines for the reply from such resources. Such cases accounted for less than 5% of all information requests received in 2016. At the end of 2016 there were no unanswered requests.
Corticeira Amorim provides a vast range of information on its website www.corticeiraamorim.com about its corporate structure, business activity and the development of its business.
http://www.amorim.com/investidores/informacao-institucional/ estruturas-juridica/
Articles of Association:
http://www.amorim.com/investidores/informacao-institucional/ estruturas-juridica/
Rules of procedure of the Supervisory Board: http://www.amorim.com/investidores/informacao-institucional/ orgaos-sociais/
http://www.amorim.com/investidores/informacao-institucional/ orgaos-sociais/
Investor Relations Officer:
http://www.amorim.com/investidores/informacao-institucional/
The Office of Investor Assistance, its duties and means of accessing this Office:
http://www.amorim.com/investidores/informacao-institucional/
Accounting reports:
http://www.amorim.com/investidores/relatorio-e-contas/ http://www.amorim.com/investidores/resultados/
Half-yearly calendar of company events: http://www.amorim.com/investidores/calendario-de-eventos/
http://www.amorim.com/investidores/informacao-institucional/ assembleia-geral/
It is the responsibility of the Annual General Meeting to appoint a Remuneration Committee. The ability and capacity of the members of the Committee to perform the duties assigned to them in an independent manner for their entire term of office, i.e. to determine the remuneration policy of the members of the governing bodies that shall foster over the medium and long-term the alignment of the interests with those of the Company.
The adoption of the balanced scorecard methodology, which assesses performance using both financial and non-financial measures, enables the Remuneration Committee to evaluate every financial year, whether or not goals are achieved and to what degree. The balanced scorecard serves also as the basis for preparation of the reports of the Remuneration Committee and the Board of Directors on the remuneration policy for members of the Board and the supervisory board as well as on the remuneration policy for other senior executives and officers, respectively, to be submitted every year to the Annual General Meeting for approval.
Thus,
Pursuant to the Articles of Association, the Remuneration Committee has three members, who will choose the respective President.
Following the resignation of the Board Member Álvaro José da Silva, presented on 16 May, 2016, the Remuneration Committee now consists of:
Chairman: José Manuel Ferreira Rios;
Member: Rui Fernando Viana Pinto
End of term in office: 31 December 2016, remaining in office until a new election pursuant to law.
No natural or legal person was hired to assist the Remuneration Committee.
The Remuneration Committee met five times in 2016. The global attendance rate was 96%.
It is the responsibility of this Committee to present the Remuneration Policy to be submitted to the General Shareholders' Meeting regarding the remuneration to be paid to members of the Presiding Board of General Meeting, for the Supervisory Board and for the Statutory Auditor. It is also responsible for deciding on the remuneration of each director, which directors' remuneration consists of profit sharing as well as the percentage attributable to each of these.
The members of Corticeira Amorim's Remuneration Committee should not be formally considered independent from the Board of Directors. However, it is generally believed – particularly by the Annual General Meeting which elected the Committee members – that they have adequate technical skills, practical experience and balanced personality to enable them to fully and effectively discharge their role.
Members of the Remuneration Committee were selected on the basis of their wide experience in managing human resources, monitoring and benchmarking other companies' remuneration policies and their knowledge in terms of best remuneration practices and labour law.
Graduated with a Bachelor's Degree in Economics from the Faculty of Economics of Porto. Property Damage Claims Specialist Course (2016) and frequents various courses on Safety and Human Resources. Has performed since 1975 Management positions in various companies, including, among others, leadership in human resources departments, with extensive experience in human resource management, definition of analysis metrics and performance evaluation.
Currently also holds the titles of Chairman of the General Meeting of the Portuguese Cork Association (APCOR); member of the Supervisory Committee of the Cork Technology Centre (CINCORK) and member of the Board Directors of the Fundação Terras de Santa Maria.
Graduated with a Bachelor's Degree in Economics from the University of Porto; Post graduation course in Finances, from ISAG. Held the post of manager of the Studies, Information and Control Office of Portucel (1978-1983); Financial Director of Isopor Portugal and Dow Chemical Portugal (1983 – 1989). Head of the Consolidation and Management Control Department of the Amorim Group, from 1989 to May 2016. Speaker at various training courses.
Extensive knowledge of the labour market and employment practices and remuneration. Attended various courses and seminars that address these issues, in particular the issues of pay per performance.
Accounting and auditing course of Instituto Superior de Contabilidade e Administração do Porto. Worked as an auditor in the company Burton & Meyer (1976) and as a tax inspector of the Tax Inspection Service of the Directorate-General for Taxation (DGCI)/Ministry of Finance (1978-1989). Has held the post of manager of the Tax Department of the Amorim Group, from 1989 to the present date.
Knowledge of the labour market and employment practices, in particular the associated tax issues.
Under the proposal submitted by the Company's Remuneration Committee, the General Shareholders' Meeting held on 30 March 2016 approved the following remuneration policy:
× the members of the Board of Directors are prohibited from concluding contracts with the Company or with its subsidiaries and/or companies in which it holds an interest, which may mitigate the risk inherent to the variability of the remuneration as determined by the Company.
4. It is the Company's policy to assign the following duties to the members of its governing bodies:
× any retirement benefit scheme to members of the governing bodies.
Information on how remuneration is structured so as to enable the aligning of the interests of the members of the Board of Directors with the company's long-term interests and how it is based on the performance assessment and how it discourages excessive risk taking.
The remuneration policy approved by the General Meeting and described in section 69 is fully adopted.
The remuneration policy approved by the General Meeting and described in section 69 is fully adopted. The executive members of the Board of Directors earn a variable remuneration component which depends on the evaluation of their performance, in particular the respective contribution either to the profit obtained in the financial year in question or to comply with goals and implementation of the strategies defined by the Company for the medium/long term (results, innovation, financial soundness, value creation, competitiveness and growth).
The remuneration policy approved by the General Meeting and described in section 69 is fully adopted. In those terms, the payment of the variable pay component, if any, may be made wholly or in part after determination of the profit (or loss) for the years in respect of the whole term of office. There is, therefore, the possibility of the variable pay being reduced if the profit for the year reflects a significant deterioration in the Company's performance in the last financial year or if it is expectable that a significant deterioration will occur in the financial year underway.
In the financial year under review there were no deferred payments of part of variable component of remuneration as the deterioration referred to in the previous paragraph did not occur.
Variable remuneration in the form of shares as described in this section does not exist.
Variable remuneration in the form of stock options as described in this section does not exist.
There are no other systems of annual bonus or other non-cash benefits besides those identified in the previous sections.
As mentioned in section 69, the Remuneration Committee of Corticeira Amorim submitted to the General Meeting held on 30 March 2016 the remuneration policy for the members of the Board of Directors. This proposal, which was approved, expressly stated that the award of the benefits referred to in this note is not the remuneration policy.
Although no retirement benefit systems similar to the ones described in this subsection were in place in the Company on the date hereof, should their implementation be proposed, the General Assembly shall assess the characteristics of the systems adopted and in force in the respective financial year (just as it assessed the non-assignment).
In the 2016 financial year, all the members of the Board of Directors earned remunerations from Corticeira Amorim amounting to EUR 625,549.51:
As at 31 December 2016, there were no deferred payments of fixed or variable remunerations.
The companies in a control relationship with Corticeira Amorim, SGPS, S.A. – for the performance of administration duties in those same companies – paid remunerations to Cristina Rios de Amorim Baptista: fixed remuneration of EUR 149,856.30 and to Luísa Alexandra Ramos Amorim: fixed remuneration of EUR 56,500.00.
The variable component of the remuneration package for Directors is similar to a performance bonus and is contingent on the degree of compliance with the Company's strategic targets, goals and initiatives and its three-year priority action plan and annual variations. Of note for this purpose were, among others, the analysis of the development of the results and the level of compliance with the following strategic objectives: innovation, financial soundness, value creation, competitiveness and growth.
The amounts paid to the members of the Board of Directors pursuant to this section are broken down in section 77.
In the 2016 financial year, the members of the Supervisory Board earned as a whole remuneration amounting to EUR 40,800.00 (Manuel Carvalho Fernandes: EUR 12,000.00; Ana Paula Africano de Sousa e Silva: EUR 9,600.00; Eugénio Luís Lopes Franco Ferreira: 9,600.00; Durval Ferreira Marques: EUR 9,600.00). Under the remuneration policy set out herein, the members of the Supervisory Board did not earn any variable remuneration.
The Chairman and the Secretary of the Board of the General Meeting earned total remuneration EUR 10,000.00 and EUR 3,000.00, respectively.
No contractual restraints are envisaged in accordance with this section.
There are no agreements according to the terms set out in this section. No agreements providing for the payment of compensations to the Company's directors and officers (other than where required by law) have been entered into by and between the Company and its Directors or Officers.
Details of the plan and the number of persons included therein. No share award or stock option plans exist.
Characteristics of the plan (award conditions, non-transfer of share clauses, criteria on share pricing and the exercising option price, the period during which the options may be exercised, the characteristics of the shares or options to be awarded, the existence of incentives to purchase and/or exercise options).
Pursuant to the remuneration policy approved at the General Meeting and as described in section 85, there are no share award or stock option plans.
The Company believes that if plans of this type are to be implemented, the General Meeting should consider the characteristics of the plans to adopt, as well as their achievement in each financial year.
Option rights to acquire shares ("stock options") granted to company workers and employees. None exist.
Control mechanisms for a possible employee-shareholder system inasmuch as the voting rights are not directly exercised by said employees (Article 245-A/1/e).
Control mechanisms of this type do not exist.
All business conducted by the Company with related parties respects the interests of the Company and its subsidiaries, it is examined by the competent body of the Business Unit that is a counterparty in the transaction and undertaken (i) in normal market conditions or (ii) when the specificity of transactions does not allow to determine this value by using the cost-plus criterion, with margins in the range 2%-5%. Business of significant value (transaction greater than EUR 1 million) or, by their nature, of particular relevance to the Company, is analysed by the Executive Committee and/or Board of Directors.
In accordance with the regulation on transactions with holders of qualifying holdings[2] approved and in force since 1 August 2014, conducting transactions with holders of qualifying holdings and/or related entities should be subject to prior opinion of the Supervisory Board in the following cases:
The assessment to be made under the authorisation procedures and prior opinion applicable to transactions with holders of qualifying holdings and/or related entities shall take into account, among other relevant aspects and according to the specific case, the principle of equal treatment of shareholders and other stakeholders, the pursuit of the interests of the Company, as well as the impact, materiality, nature and justification of each transaction.
The value of these transactions is disclosed annually in the Consolidated Annual Report and Accounts of Corticeira Amorim (section 92 herein).
In the year under review there were no transactions subject to the prior opinion of the Supervisory Board.
2 In spite of the fact the approved rules on transactions with holders of qualifying holdings and in force from 1 August 2014, are not available to the public, the relevant content of the same is reported in this note 89.
The transactions of Corticeira Amorim with related parties are, in general, due to the provision of services by the subsidiaries of AMORIM – INVESTIMENTOS E PARTICIPAÇÕES, SGPS, S.A., (Amorim Serviços e Gestão, S.A., Amorim Viagens e Turismo, Lda., OSI – Sistemas Informáticos e Electrotécnicos, Lda.). The total of services provided by these companies to the companies of Corticeira Amorim was EUR 8.11 million (2015: EUR 7.627 million). The transactions in the opposite direction amounted to EUR 134 thousand (2015: EUR: 117 thousand).
The sales of Quinta Nova, S.A., a subsidiary of AMORIM – INVESTI-MENTOS E PARTICIPAÇÕES, S.G.P.S., S.A., to the companies of the universe of Corticeira Amorim totalled EUR 23 thousand (2015: EUR 23 thousand). The transactions in the opposite direction amounted to EUR 86 thousand (2015: EUR 80 thousand).
Purchases of reproduction cork during the year from companies owned by the major indirect shareholders of Corticeira Amorim amounted to EUR 852 thousand (2015: EUR 1,188 thousand) corresponding to less than 1% of total purchases of the cork raw material.
In matters of corporate governance Corticeira Amorim is governed by: (i) current Portuguese legislation, in particular the Portuguese Companies' Code, Portuguese Securities' Code and the regulations issued by the Portuguese Securities Market Commission (CMVM), which may all be accessed on the CMVM's website: www.cmvm.pt; (ii) its own articles of association, which are available on the Company's website at: http://www.amorim.com/investidores/informacao-institucional/ estruturas-juridica/; and (iii) the 2013 CMVM Corporate Governance Code as referred to in the CMVM Regulation no. 41/2013 and which, despite just being a recommendatory framework, is an important benchmark of good practice, which is also available at www.cmvm.pt.
Corticeira Amorim assesses its practices in relation to the aforementioned Corporate Governance Code on a 'comply or explain' basis. This report on Corticeira Amorim's corporate governance structures and practices is benchmarked against all legislation, regulations and recommendations to which our Company is subject.
2.
Analysis of compliance with the Corporate Governance Code implemented
I.1. Companies shall encourage shareholders to attend and vote at general meetings and shall not set an excessively large number of shares required for the entitlement of one vote, and implement the means necessary to exercise the right to vote by mail and electronically.
Complies. Sections: 12, 13 and 56.
I.2. Companies shall not adopt mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law. Does not comply. Section 14.
The Articles of Association of Corticeira Amorim enshrine a quorum for calling meetings to order/taking decisions that is greater than that established in law[3] in the following situations:
Therefore, non-compliance with the CMVM's Recommendation and the requirement of a higher quorum than that provided for by the Portuguese Companies' Code gives shareholders – particularly small or minority shareholders – an important role in a number of decisions that can have significant impact on corporate life (winding-up), corporate governance model (removal of a Director proposed by minority shareholders and change in the composition of the Board of Directors), ownership rights of shareholders (restriction or abolition of shareholders' pre-emptive subscription rights in share capital increases) and an appropriate participation in Annual General Meetings convened by shareholders.
Thus, after reviewing the above considerations, we are of the opinion that keeping these conditions will contribute to enhance and protect shareholders' rights and role in respect of significant corporate governance matters – values that the Corporate Governance Code seeks to protect.
3 The Portuguese Companies' Code establishes the following requirements for valid decisionmaking at the general meeting:
I.3. Companies shall not establish mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share, unless duly justified in terms of long-term interests of shareholders.
I.4. The company's articles of association that provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or jointly with other shareholders, shall also foresee for a resolution by the General Assembly (5 year intervals), on whether that statutory provision is to be amended or prevails – without super quorum requirements as to the one legally in force – and that in said resolution, all votes issued be counted, without applying said restriction.
Not applicable. The Company Articles of Association do not provide for limitations on the number of votes that may be held or exercised by a shareholder, either separately or jointly with other shareholders. Section 13
I.5. Measures that require payment or assumption of fees by the company in the event of change of control or change in the composition of the Board and that which appear likely to impair the free transfer of shares and free assessment by shareholders of the performance of Board members, shall not be adopted.
Complies partially. The Company concluded financing contracts with possible early repayment in the event of a change in shareholder control. No measures have been implemented specifically targeting the effects described in this recommendation. Sections 4 and 84.
II.1.1. Within the limits established by law, and excepting smallsized companies, the Board of Directors shall delegate the daily management of the company and said delegated powers shall be identified in the Annual Report on Corporate Governance. Complies. Sections 27 to 29.
II.1.2. The Board of Directors shall ensure that the company acts in accordance with its objectives and shall not delegate its responsibilities as regards the following: i) define the general strategy and policies of the company, ii) define business structure of the group, iii) decisions considered strategic due to the amount, risk and particular characteristics involved.
Complies. As better detailed in section 9, only day-to-day management can be delegated.
II.1.3. The General and Supervisory Board, in addition to its supervisory duties, shall take full responsibility at corporate governance level. Hence, through statutory provision or by equivalent means, the requirement shall be established for this body to decide on the strategy and major policies of the company, the definition of the corporate structure of the group and the decisions that shall be considered strategic due to the amount or risk involved. This body shall also assess compliance with the strategic plan and the implementation of key policies of the company.
Not applicable. The model adopted by Corticeira Amorim does not include this body, as described in section 15; the powers to define policy and strategies under this recommendation are powers that cannot be delegated by the Board of Directors. The Supervisory Board and the Statutory Auditor have supervisory powers, with the specific nature arising from the scope of the respective activity.
II.1.4. Except for small-sized companies, the Board of Directors shall create the necessary committees in order to:
a) Ensure a competent and independent assessment of the performance of the executive directors and its own overall performance, as well as of other committees; Does not comply. Section 69.
b) Reflect on the system structure and governance practices adopted, verify its efficiency and propose to the competent bodies, measures to be implemented with a view to their improvement. Complies. Section 15.
II.1.5. The Board of Directors should set goals in terms of risk-taking and create systems for their control to ensure that the risks effectively incurred are consistent with those goals.
II.1.6. The Board of Directors shall include a number of non-executive members ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the board. Complies. Section 18.
II.1.7. Non-executive members shall include an appropriate number of independent members, taking into account the adopted governance model, the size of the company, its shareholder structure and the relevant free float.
Although the Board of Directors does not include independent nonexecutive members as recommended by the Corporate Governance Code, the Company believes that the existence of two supervisory teams – a supervisory board and a statutory auditor – whose members are all independent, ensures the interests envisaged by this recommendation are fully and appropriately safeguarded. In addition, it is believed that the observance of this independence requirement coupled with the liability regime for members of the Supervisory Board, meet the conditions necessary to ensure effective supervision to a high standard of impartiality, rigour and independence.
II.1.8. When board members that carry out executive duties are requested by other board members, said shall provide the information requested, in a timely and appropriate manner to the request. Complies. Section 15.
II.1.9. The Chairman of the Executive Committee shall provide the Chairman of the Board of Directors, and the Chairman of the Supervisory Board with the notice of meetings and respective minutes. Complies. Section 29.
II.1.10. If the chair of the Board of Directors carries out executive duties, said body shall appoint, from among its members, an independent member to ensure the coordination of the work of other non-executive members and the conditions so that said can make independent and informed decisions or to ensure the existence of an equivalent mechanism for such coordination.
The Board of Directors of Corticeira Amorim does not include independent non-executive members, so it is not possible to establish the relationship on the terms set out in this recommendation.
Nonetheless, the Company believes that the procedures described in section 21 of this report constitute a system that in practice ensures the fulfilment of the goals advocated by this recommendation.
II.2.1. Depending on the applicable model, the Chair of the Supervisory Board shall be independent in accordance with the applicable legal standard, and have the necessary skills to carry out their relevant duties.
II.2.2. The supervisory body shall be the main representative of the external auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the company.
It is the responsibility of the Supervisory Board to propose the Statutory
Auditor and the respective remuneration, within the framework of the Remuneration Policy approved at the Shareholders' Meeting.
II.2.3. The supervisory board shall assess the external auditor on an annual basis and propose to the competent body its dismissal or termination of the contract as to the provision of their services when there is a valid basis for said dismissal. Complies. Sections 38 and 40.
II.2.5. The Audit Committee, the General and Supervisory Board and the Supervisory Board decide on the work plans and resources concerning the internal audit services and services that ensure compliance with the rules applicable to the company (compliance services), and should be recipients of reports made by these services at least when it concerns matters related to accountability, identification or resolution of conflicts of interest and detection of potential illegalities.
The head of the Internal Audit Department meets quarterly with the Supervisory Board of the Company, to present and discuss the annual work plan, the resources allocated and the actions undertaken, particularly through the preparation and discussion of a report describing the implementation of such plan the work carried out and the conclusions of such actions.
II.3.1. All members of the Remuneration Committee or equivalent should be independent from the executive board members and include at least one member with knowledge and experience in matters of remuneration policy.
Does not comply. Section 67.
The members of Corticeira Amorim's Remuneration Committee should not be formally considered independent from the Board of Directors. However, it is generally believed – particularly by the Annual General Meeting which elected the Committee members – that they have adequate technical skills, practical experience and balanced personality to enable them to fully and effectively discharge their role.
II.3.2. No natural or legal person that provides or has provided services in the past three years, to any structure under the board of directors, the Board of Directors of the company itself or who has a current relationship with the company or consultant of the company, shall be hired to assist the Remuneration Committee in the performance of their duties. This recommendation also applies to any natural or legal person that is related to the above by employment contract or provision of services.
Complies. No person was hired or contracted according to the terms of this recommendation.
II.3.3. The statement on the remuneration policy for the members of the Board of Directors and Supervisory Boards as set out in Article 2 of Law No. 28/2009 of 19 June, shall also contain:
The remuneration policy statement described in section 69 and prepared in accordance with the provisions of Article 2 of Law 28/2009 of 19 June, does not include the information envisaged in this recommendation.
b) Information regarding the maximum potential, in individual terms, and the maximum potential, in aggregate form, to be paid to members of corporate bodies, and identify the circumstances whereby these maximum amounts may be payable;
Does not comply. The statement on remuneration policy does not contain this information, as described in section 69.
Does not comply. The statement on remuneration policy does not contain this information, as described in section 69.
It is concluded that, as not all the practices listed in recommendation II.3.3 are complied with, recommendation II.3.3. is deemed to not have been complied with, in accordance with the interpretation of the Portuguese Securities Market Commission.
II.3.4. Approval of plans for the allotment of shares and/or options to acquire shares or based on share price variation to board members shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said plan. Not applicable, since the Company has not set up any share or share options plan. Sections 69, 85 and 86.
II.3.5. Approval of any retirement benefit scheme established for members of governing bodies shall be submitted to the General Meeting. The proposal shall contain all the necessary information in order to correctly assess said system.
Not applicable, since there is no supplementary pensions or early retirement scheme for members of the corporate bodies. Section 76.
Pursuant to the remunerations policy referred to in section 69, the award of the variable pay component of remuneration corresponds to a performance bonus, attributable to the executive members of the Board of Directors, resulting from the short-term performance evaluation and from the contribution of the annual performance to medium / long term economic sustainability of the Organisation.
Its actual amount shall depend on the appraisal to be carried out every year, examining the contribution of each individual executive director to both the Company's profit in the relevant financial year and compliance with the Company's targets and implementation of the medium/long-term strategies adopted by the Company; the development of the results and the level of compliance with the following strategic objectives: innovation, financial soundness, value creation, competitiveness and growth.
The payment of the variable pay component, if any, may be made wholly or in part after determination of the profit (or loss) for the years in respect of the whole term of office. There is, therefore, the possibility of the variable pay being reduced if the profit for the year reflects a significant deterioration in the Company's performance in the last financial year or if it is expectable that a significant deterioration will occur in the financial year underway.
They are also prohibited from concluding contracts with the Company or with its subsidiaries and/or companies in which it holds an interest, which may mitigate the risk inherent to the variability of the remuneration as determined by the Company.
III.2. The remuneration of non-executive board members and the remuneration of the members of the supervisory board shall not include any component whose value depends on the performance of the company or its value. Complies. Section 69.
It must be stressed that current practice clearly reflects a reasonable balance (Section 77) not only in terms of absolute values but also in terms of the ratio between fixed and variable remuneration, that there is only a limit – imposed by the Articles of Association – for the part that is established as profit sharing, which cannot exceed 3% for the entire Board of Directors.
III.4. A significant part of the variable remuneration should be deferred for a period of no less than three years, and the right of way payment shall depend on the continued positive performance of the company during that period.
The deferral under the conditions specified in this Recommendation is not usual practice. It should be emphasized that the award of the variable component of remuneration to the:
III.5. Members of the Board of Directors shall not enter into contracts with the company or with third parties which intend to mitigate the risk inherent to remuneration variability set by the company. Complies. Section 69.
III.6. Executive board members shall maintain the company's shares that were allotted by virtue of variable remuneration schemes, up to twice the value of the total annual remuneration, except for those that need to be sold for paying taxes on the gains of said shares, until the end of their term of office. Not applicable.
The Company has not, nor ever had, schemes for awarding shares as variable remuneration. The remuneration policy also does not envisage schemes for awarding shares as variable remuneration.
The Company has not, nor ever had, schemes for awarding shares as variable remuneration. The remuneration policy also does not envisage schemes for awarding shares as variable remuneration.
III.8. When the removal of board member is not due to serious breach of their duties nor to their unfitness for the normal exercise of their functions but is yet due to inadequate performance, the company shall be endowed with the adequate and necessary legal instruments so that any damages or compensation, beyond that which is legally due, is unenforceable.
No legal instrument has been entered into with Directors requiring
the company, as provided for in this Recommendation, to pay any damages or compensation beyond that which is legally due.
IV.1. The external auditor shall, within the scope of its duties, verify the implementation of remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the supervisory body of the company.
The mandate of the Statutory Auditor does not cover checking the remuneration policies and systems implemented in the Company. It is belief of the Board of Directors that the remuneration management system currently implemented ensures compliance with the remuneration policy adopted by the General Meeting of Shareholders.
As set out in section 39, the performance of all other duties – that must be diligently and effectively carried out – are the Statutory Auditor's responsibility.
IV.2. The company or any entity with which it maintains a control relationship shall not engage the external auditor or any entity with which it finds itself in a group relationship or that incorporates the same network, for services other than audit services. If there are reasons for hiring such services – which must be approved by the supervisory board and explained in its Annual Report on Corporate Governance – said should not exceed more than 30% of the total value of services rendered to the company.
IV.3. Companies shall support auditor rotation after two or three terms whether these encompass periods of four or three years, respectively. Its continuance beyond this period must be based on a specific opinion of the supervisory board that explicitly considers the conditions of auditor's independence and the benefits and costs of its replacement.
As set out in section 40, there is no policy of rotation of Statutory Auditor. Continuation in service of the statutory auditor beyond the recommended three-year term is subject to a careful assessment of the advantages and disadvantages, in particular the expertise and experience acquired in the type of business in which the Company is engaged in.
PricewaterhouseCoopers & Associados, SROC, Lda meets the independence requirements and, in addition, this firm of auditors – in line with international best practices – is willing to rotate the auditor assigned to Corticeira Amorim every seven years.
In addition to a Statutory Auditor, Corticeira Amorim has also a Supervisory Board consisting wholly of independent members, whose work cannot be validly performed for a period exceeding three terms.
Therefore, the interests envisaged in this recommendation are believed to be fully protected.
Nevertheless, as mentioned in section 40., with the entry into force of Law No. 140/2015, 07/09 – Statute of the Statutory Auditors Association – a minimum period (two years) and a maximum (in the case of Corticeira Amorim, three terms) became legally mandated for the performance of statutory audit functions by the statutory auditor, thus implementing at Corticeira Amorim, the periodic alteration (rotation), which is mandatory for the statutory auditor. Being the current Statutory Auditor at the end of his mandate, the next General Shareholders' Meeting of Corticeira Amorim, to be convened for April 7, 2017, will elect a new Statutory Auditor, from a list of selected candidates according to the recommended consultation process, legally provided for.
V.1. The company's business with holders of qualifying interests or entities with which they are in any type of relationship pursuant to article 20 of the Portuguese Securities' Code, shall be conducted during normal market conditions. Complies. Sections 89 and 92.
V.2. The supervisory or oversight board shall establish procedures and criteria that are required to define the relevant level of significance of business with holders of qualifying interests – or entities with which they are in any of the relationships described in article 20/1 of the Portuguese Securities' Code – thus significant relevant business is dependent upon prior opinion of that body. Complies. Sections 89 and 92.
VI.1. Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play.
Complies. Sections 59 to 65.
VI.2. Companies shall ensure the existence of an investor support and market liaison office, which responds to requests from investors in a timely fashion and a record of the submitted requests and their processing shall be kept.
Complies. Section 56.
The Board of Directors of Corticeira Amorim, S.G.P.S., S.A.
António Rios de Amorim Chairman
Nuno Filipe Vilela Barroca de Oliveira Vice-Chairman
Fernando José de Araújo dos Santos Almeida Member
Cristina Rios de Amorim Baptista Member
Luísa Alexandra Ramos Amorim Member
Juan Ginesta Viñas Member
| Notes | December 2016 |
December 2015 |
|
|---|---|---|---|
| Assets | |||
| Property, plant and equipment | IX | 197,454 | 190,352 |
| Investment property | IX | 7,100 | 5,008 |
| Investments in associates | VI and XI | 9,450 | 13,304 |
| Intangible assets | IX | 3,776 | 2,489 |
| Other financial assets | XII | 3,940 | 4,177 |
| Deferred tax assets | XIII | 10,004 | 8,359 |
| Non-current assets | 231,723 | 223,690 | |
| Inventories | XIV | 268,691 | 271,705 |
| Trade receivables | XV | 141,876 | 132,545 |
| Income tax assets | XVI | 4,214 | 3,139 |
| Other current assets | XVII | 29,249 | 28,678 |
| Cash and cash equivalents | XVIII | 51,119 | 7,461 |
| Current assets | 495,150 | 443,530 | |
| Total Assets | 726,873 | 667,219 | |
| Equity | |||
| Share capital | XIX | 133,000 | 133,000 |
| Other reserves | XIX | 175,347 | 152,754 |
| Net Income | 102,703 | 55,012 | |
| Non-Controlling Interest | XX | 15,892 | 13,368 |
| Total Equity | 426,943 | 354,133 | |
| Liabilities | |||
| Interest-bearing loans | XXI | 38,609 | 41,211 |
| Other borrowings and creditors | XXIII | 10,072 | 10,015 |
| Provisions | XXX | 30,661 | 32,227 |
| Deferred tax liabilities | XIII | 6,856 | 6,743 |
| Non-current liabilities | 86,198 | 90,196 | |
| Interest-bearing loans | XXI | 48,399 | 50,146 |
| Trade payables | XXII | 109,985 | 121,184 |
| Other borrowings and creditors | XXIII | 49,631 | 49,518 |
| Income tax liabilities | XVI | 5,717 | 2,042 |
| Current liabilities | 213,732 | 222,890 | |
| Total Liabilities and Equity |
726,873 | 667,219 |
(this statement should be read with the attached notes to the consolidated financial statements)
| 4Q16 | 4Q15 | Notes | 2016 | 2015 | |
|---|---|---|---|---|---|
| (non audited) | (non audited) | ||||
| 150,554 | 141,911 | Sales | VIII | 641,411 | 604,800 |
| 67,392 | 71,976 | Costs of goods sold and materials consumed | 294,350 | 307,375 | |
| -4,633 | 3,339 | Change in manufactured inventories | -12,358 | 18,188 | |
| 25,814 | 24,112 | Third party supplies and services | XXIV | 103,001 | 100,537 |
| 29,163 | 30,754 | Staff costs | XXV | 113,291 | 111,881 |
| -1,293 | 600 | Impairments of assets | XXVI | 729 | 3,291 |
| 2,575 | 2,411 | Other gains | XXVII | 9,596 | 8,934 |
| 518 | -345 | Other costs | XXVII | 4,932 | 8,117 |
| 26,901 | 20,565 | Current EBIT DA |
122,347 | 100,720 | |
| 8,249 | 6,337 | Depreciation | IX | 26,310 | 25,051 |
| 18,651 | 14,228 | Current EBIT | 96,037 | 75,669 | |
| -623 | 3 | Non-current costs | XXVI | -4,353 | -2,904 |
| -467 | 1,126 | Financial costs | XXVIII | -860 | 2,847 |
| 266 | 418 | Interest Costs and other financial costs | 1,646 | 2,139 | |
| -733 | 709 | Provisions | -2,506 | 709 | |
| 28 | 32 | Financial income | XXVIII | 88 | 58 |
| 78 | 1,050 | Share of (loss)/profit of associates | XI | 2,384 | 3,091 |
| 47,577 | 0 | Gain on the disposal of associates | XI | 47,577 | 0 |
| 66,178 | 14,188 | Profit before tax | 142,592 | 73,066 | |
| 17,700 | 408 | Income tax | XIII | 37,880 | 17,496 |
| 48,478 | 13,779 | Profit after tax | 104,713 | 55,570 | |
| 999 | 378 | Non-controlling Interest | XX | 2,010 | 558 |
| 47,479 | 13,402 | Net Income attributable to the equity holders of Corticeira Amorim | 102,703 | 55,012 | |
| 0.357 | 0.101 | Earnings per share – Basic and Diluted (euros per share) | XXXIV | 0.772 | 0.431 |
(this statement should be read with the attached notes to the consolidated financial statements)
| 4Q16 (non audited) |
4Q15 (non audited) |
Notes | 2016 | 2015 | |
|---|---|---|---|---|---|
| 48,479 | 13,779 | Net Income (before non-controlling Interest) | 104,713 | 55,570 | |
| Itens that could be reclassified through income statement: | |||||
| -1,233 | -475 | Change in derivative financial instruments fair value | XIII | -938 | -124 |
| 1,666 | 823 | Change in translation differences and other | XIII | 1,635 | 1,030 |
| 265 | -619 | Share of other comprehensive income of investments accounted for using the equity method |
XIII | 66 | -382 |
| 53 | -7 | Other comprehensive income | XIII | 53 | -7 |
| Itens that will not be reclassified through income statement: | |||||
| 0 | 0 | Gain in treasury stock sale | XIII | 0 | 25,729 |
| 751 | -272 | Net Income directly registered in Equity | 816 | 26,246 | |
| 49,230 | 13,508 | Total Net Income registered | 105,529 | 81,816 | |
| Attributable to: | |||||
| 47,139 | 13,078 | Corticeira Amorim Shareholders | 102,205 | 81,561 | |
| 2,091 | 430 | Non-controlling Interest | 3,324 | 255 |
(this statement should be read with the attached notes to the consolidated financial statements)
(items in this Statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is disclosed in note XIII)
| 4Q16 (non audited) |
4Q15 (non audited) |
Notes | 2016 | 2015 | |
|---|---|---|---|---|---|
| OPERATING ACTIVITIES | |||||
| 167,717 | 159,726 | Collections from customers | 653,850 | 642,252 | |
| -130,770 | -128,195 | Payments to suppliers | -492,569 | -514,686 | |
| -30,116 | -30,379 | Payments to employees | -112,431 | -110,261 | |
| 6,831 | -258 | Operational cash flow | 48,850 | 17,305 | |
| -14,446 | -5,906 | Payments/collections – income tax | -25,655 | -15,611 | |
| 1,119 | 22,989 | Other collections/payments related with operational activities | 36,702 | 52,952 | |
| -6,496 | 18,235 | Cash flow before extraordinary items (1) | 59,897 | 54,646 | |
| INVEST MENT ACTIVITIES |
|||||
| Collections due to: | |||||
| 1,105 | 78 | Tangible assets | 1,520 | 484 | |
| 53,669 | 1 | Investment property | 53,676 | 50 | |
| 34 | 82 | Other assets | 151 | 227 | |
| 37 | 33 | Interests and similar gains | 76 | 64 | |
| 150 | 125 | Dividends | 306 | 287 | |
| Payments due to: | |||||
| -10,108 | -14,145 | Tangible assets | -33,562 | -31,189 | |
| -282 | -31 | Financial investments | -319 | -92 | |
| -898 | -1,197 | Intangible assets | -1,729 | -1,617 | |
| 43,709 | -15,054 | Cash flow from investments (2) | 20,119 | -31,786 | |
| FINANCIAL ACTIVITIES | |||||
| Collections due to: | |||||
| 12,022 | 3,082 | Loans | 20,400 | 0 | |
| 0 | 0 | Sale of treasury stock | 0 | 32,927 | |
| 1,170 | 2,095 | Investment subsidies | 2,204 | 2,095 | |
| 515 | 391 | Others | 3,057 | 1,925 | |
| Payments due to: | |||||
| 0 | 0 | Loans | -28,398 | -2,575 | |
| -589 | -960 | Interests and similar expenses | -1,743 | -2,894 | |
| -10,742 | -32,597 | Dividends | -32,804 | -50,509 | |
| -876 | -2,229 | Investment subsidies | -4,034 | -2,229 | |
| -374 | -96 | Others | -688 | -428 | |
| 1,127 | -30,315 | Cash flow from financing (3) | -42,006 | -21,689 | |
| 38,340 | -27,134 | Change in Cash (1) + (2) + (3) | 38,010 | 1,171 | |
| 2,047 | 21 | Exchange rate effect | 2,032 | -31 | |
| -5,005 | 22,453 | Cash at beginning | XVIII | -4,659 | -5,799 |
| 35,383 | -4,659 | Cash at end | XVIII | 35,383 | -4,659 |
(this statement should be read with the attached notes to the consolidated financial statements)
| Treasury | Attributable to owners of Corticeira Amorim, SGPS, S.A. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Share capital | Treasury Stock – Face Value |
Stock – Discounts and Premiums |
Paid-in Capital |
Hedge Accounting |
Translation Difference |
Legal reserve |
Other | reserves Net income | Non control interests |
Total Equity |
|
| Ba lanc e sheet as at Jan uar y 1, 2015 |
133,000 | -7,399 | 201 | 38,893 | -45 | 226 | 12,243 | 89,300 | 35,756 | 13,393 | 315,569 | |
| Profit for the year | XIX | – | – | – | – | – | – | 2,051 | 33,705 | -35,756 | – | 0 |
| Dividends | XIX | – | – | – | – | – | – | – | -50,169 | – | -293 | -50,462 |
| Perimeter variation | XX | – | – | – | – | – | – | – | – | – | 13 | 13 |
| Sale of treasury stock. | XIX | – | 7,399 | -201 | – | – | – | – | – | – | – | 7,198 |
| Consolidated Net Income for the period |
XIX e XX | – | – | – | – | – | – | – | – | 55,012 | 558 | 55,570 |
| Change in derivative financial instruments fair value |
XIX | – | – | – | – | -124 | – | – | – | – | – | -124 |
| Change in translation differences |
XIX e XX | – | – | – | – | – | 1,333 | – | – | – | -303 | 1,030 |
| Gain on sales of treasury stock |
XIX | – | – | – | – | – | – | – | 25,729 | – | – | 25,729 |
| Other comprehensive income of associates |
XI | – | – | – | – | – | -414 | – | 32 | – | – | -382 |
| Other comprehensive income |
– | – | – | – | – | – | – | -7 | – | – | -7 | |
| Total comprehensive income for the period |
– | – | – | – | -124 | 919 | 0 | 25,754 | 55,012 | 255 | 81,816 | |
| Ba lanc e sheet as at December 31, 2015 |
133,000 | – | – | 38,893 | -169 | 1,145 | 14,294 | 98,590 | 55,012 | 13,368 | 354,133 | |
| Profit for the year | XIX | – | – | – | – | – | – | 1,909 | 53,103 | -55,012 | – | 0 |
| Dividends | XIX | – | – | – | – | – | – | – | -31,920 | – | -799 | -32,719 |
| Perimeter variation | XX | – | – | – | – | – | – | – | – | – | – | 0 |
| Consolidated Net Income for the period |
XIX e XX | – | – | – | – | – | – | – | – | 102,703 | 2,010 | 104,713 |
| Change in derivative financial instruments fair value |
XIX | – | – | – | – | -938 | – | – | – | – | – | -938 |
| Change in translation differences |
XIX e XX | – | – | – | – | – | 1,106 | – | – | – | 529 | 1,635 |
| Other comprehensive income of associates |
XI | – | – | – | – | – | 23 | – | 43 | – | – | 66 |
| Other comprehensive income |
– | – | – | – | – | – | – | -732 | – | 785 | 53 | |
| Total comprehensive income for the period |
– | – | – | – | -938 | 1,129 | – | -689 | 102,703 | 3,324 | 105,529 | |
| Ba lanc e sheet as at December 31, 2016 |
133,000 | – | – | 38,893 | -1,107 | 2,274 | 16,203 | 119,084 | 102,703 | 15,893 | 426,942 |
(this statement should be read with the attached notes to the consolidated financial statements)
At the beginning of 1991, Corticeira Amorim, S.A. was transformed into Corticeira Amorim, S.G.P.S., S.A., the holding company for the cork business sector of the Amorim Group. In this report, Corticeira Amorim will be the designation of Corticeira Amorim, S.G.P.S., S.A., and in some cases the designation of Corticeira Amorim, S.G.P.S. together with all of its subsidiaries.
Corticeira Amorim, directly or indirectly, holds no interest in land properties used to grow and explore cork tree. Cork tree is the source of cork, the main raw material used by Corticeira Amorim production units. Cork acquisition is made in an open market, with multiple agents, both in the demand side as in the supply side.
Corticeira Amorim is mainly engaged in the acquisition and transformation of cork into a numerous set of cork and cork related products, which are distributed worldwide through its network of sales companies.
Corticeira Amorim is a Portuguese company with a registered head office in Mozelos, Santa Maria da Feira. Its share capital amounts to 133 million euros, and is represented by 133 million shares, which are publicly traded in the Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A.
Amorim Capital – Sociedade Gestora de Participações Sociais, S.A. held 67,830,000 shares of Corticeira Amorim as of December 31, 2016 corresponding to 51.00 % of its share capital (December 2015: 67,830,00 shares). Amorim Capital – Sociedade Gestora de Participações Sociais, S.A. consolidates in Amorim – Investimentos e Participações, S.G.P.S., S.A., which is its controlling and Mother Company. Amorim – Investimentos e Participações, S.G.P.S., S.A. is owned by Amorim family.
These financial statements were approved in the Board Meeting of February 15, 2017. Shareholders have the capacity to modify these financial statements even after their release.
Except when mentioned, all monetary values are stated in thousand euros (Thousand euros = K euros = K€).
Some figures of the following notes may present very small differences not only when compared with the total sum of the parts, but also when compared with figures published in other parts of this report. These differences are due to rounding aspects of the automatic treatment of the data collected.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented.
Consolidated statements were prepared based on a going concern basis and using the records as stated in the companies' books included in the consolidation which adopted local general accepted accounting principles. Accounting adjustments were made in order to comply with the International Financial Reporting Standards (IFRS) as adopted in the European Union as of December 31, 2016. These are based on the historical cost principle, except for financial instruments, which are registered according to IAS 39.
Group companies, often designated as subsidiaries, are entities (including structured entities) over which Corticeira Amorim has control. Corticeira Amorim controls when it is exposed to, or holds the rights over variable generated returns through its involvement with the entity. It must have also the capacity to influence those variable returns through the power it has over the entity activity.
Group companies are consolidated line by line, being the position of third-party interests in the shareholding of those companies stated in the consolidated financial position in the "Non-controlling interest" account. Date of first consolidation or de-consolidation is, in general, the beginning or the end of the quarter when the conditions for that purpose are fulfilled.
Profit or loss is allocated to the shareholders of the mother company and to the non-controlling interest in proportion of their correspondent parts of capital, even in the case that non-controlling interest become negative.
IFRS 3 is applied to all business combinations past January 1, 2010, according to Commission Regulation (EC) No 495/2009 of 3 June 2009 as adopted by the European Commission. When acquiring subsidiaries the purchasing method will be followed. According to the revised IFRS, the acquisition cost will be measured by the given fair value assets, by the assumed liabilities and equity interest issued. Transactions costs will be charged as incurred and the services received. The exceptions are the costs related with debt or capital issued. These must be registered according to IAS 32 and IAS 39. Identifiable purchased assets and assumed liabilities will be initially measured at fair value. The acquirer shall recognized goodwill as of the acquisition date measured as the excess of (i) over (ii) below:
(ii) the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed
In the case that (ii) exceeds (i), a difference must be registered as a gain.
The values of assets and liabilities acquired as part of a business combination can be reviewed for a period of 12 months from the date of acquisition.
The acquisition cost is subsequently adjusted when the purchase price / allocation is contingent upon the occurrence of specific events agreed with the seller / shareholder.
Any contingent payments to be transferred by the Group are recognized at fair value at the acquisition date. Subsequent changes in fair value that may occur, evaluated as assets or liabilities are recognized in accordance with IAS 39.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated but considered an impairment indicator of the asset transferred.
The amounts reported by the Group's subsidiaries are adjusted where necessary to conform with the accounting policies of Corticeira Amorim.
Non-controlling Interest are recorded at fair value or in the proportion of the percentage held in the net asset of the acquire, as long as it is effectively owned by the entity. The others components of the non-controlling interest are registered at fair value, except if other criteria is mandatory.
Transactions with Non-controlling interests are treated as transactions with Group Equity holders, when no loss of control occurs.
In any acquisition from non-controlling interests, the difference between the consideration paid and the accounting value of the share acquired is recognised in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding between 20% and 50% of voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill. Future impairments of goodwill will be adjusted against the carrying amount of investments. The Group's share of its associates post-acquisition profits or losses is recognised in the income statement, in the "Gain/(losses) in associates" account, and its share of post-acquisition movements in reserves is recognised in reserves. The carrying amount is also adjusted by dividends received. When the Group's share of losses in an associate equals or exceeds its interest in the associate, the group does not recognise further losses, unless it has incurred obligation on behalf of the associate, in this case the liabilities will be recorded in a "Provisions" account.
The accounting policies adopted by the associates are adjusted to the accounting policies of the group.
Euro is the legal currency of Corticeira Amorim, S.G.P.S., S.A., and is the currency in which two thirds of its business is made and so Euro is considered to be its functional and presentation currency.
In non-euro subsidiaries, all assets and liabilities denominated in foreign currency are translated to euros using year-end exchange rates. Net exchange differences arising from the different rates used in transactions and the rate used in its settlements is recorded in the income statement.
Assets and liabilities from non-euro subsidiaries are translated at the balance sheet date exchange rate, being its costs and gains from the income statement translated at the average exchange rate for the period / year.
Exchange differences are registered in an equity account "Translation differences" which is part of the line "Other reserves".
Whenever and a non-euro subsidiary is sold or liquidated, accumulated translation differences recorded in equity is registered as a gain or a loss in the consolidated income statement by nature.
Tangible fixed assets are originally their respective historical cost (including attributable expenses) or production cost, including, whenever applicable, interest costs incurred throughout the respective construction or start-up period, which are capitalised until the asset is ready for its projected use.
Tangible fixed assets are subsequently measured at acquisition cost, deducted from cumulative depreciations and impairments.
Depreciation is calculated on the straight-line basis, over the following years, which represent a reasonable estimate of the useful lives:
| Number of years | |
|---|---|
| Buildings | 20 to 50 |
| Plant machinery | 6 to 10 |
| Motor vehicles | 4 to 7 |
| Office equipment | 4 to 8 |
Depreciation is charged since the beginning of the moment in which the asset is ready to use. The asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
Current maintenance on repair expenses are charged to the actual income statement in which they occurred. Cost of operations that can extend the useful expected life of an asset, or from which are expected higher and significative future benefits, are capitalized.
An asset's carrying amount is written down to its recoverable amount and charged to the income statement if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses and disposals are included in the income statement.
Intangible assets are initially measured at cost. Subsequently they are measured at cost less accumulated depreciation.
Research expenditures are recognised in the income statement as incurred.
Development expenditure is recognised as intangible asset when the technical feasibility being developed can be demonstrated and the Group has the intention and capacity to complete their development and start trading or using them and that future economic benefits will occur.
Amortisation of the intangible assets is calculated by the straight-line method, and recorded as the asset qualifies for its required purpose:
| Number of years | |
|---|---|
| Industrial Property | 10 to 20 |
| Software | 3 to 6 |
The estimated useful life of assets are reviewed and adjusted when necessary, at the balance sheet date.
Investment property includes land and buildings not used in production.
Investment property are initially registered at acquisition cost plus acquisition or production attributable costs, and when pertinent financial costs during construction or installation. Subsequently are measured at acquisition cost less cumulative depreciations and impairment.
Periods and methods of depreciation are as follows in c) note for tangible fixed asset.
Properties are derecognized when sold. When used in production are reclassified as tangible fixed asset. When land and buildings are no more used for production, they will be reclassified from tangible fixed asset to investment property.
Goodwill arises from acquisition of subsidiaries and represents the excess of the cost of an acquisition over the fair value of the net identifiable assets of the acquired at the date of acquisition. If positive, it will be included as an asset in the "goodwill" account. If negative, it will be registered as a gain for the period.
In Business combinations after January 1, 2010, Goodwill will be calculated as referred in b).
For impairment tests purposes, goodwill is allocated to the cashgenerating unit or group of cash-generating units that are expected to benefit from the upcoming synergies.
Goodwill will be tested annually for impairment, or whenever an
evidence of such occurs; impairment losses will be charged to the income statement and, consequently, its carrying amount adjusted.
Assets with indefinite useful lives are not amortised but are annually tested for impairment purposes, or more frequently if there are events or changes in circumstances that indicate impairment.
Assets under depreciation are tested for impairment purposes whenever an event or change of circumstances indicates that its value cannot be recovered.
For the estimate of impairments, assets are allocated to the lowest level for which there is separate identifiable cash flows (cash generating units).
In assessing impairment, both internal and external sources of information are considered. Tests are carried out if the level of profitability of cash-generating units is consistently below a minimum threshold, from which there is risk of impairment of assets. Impairment tests are also performed whenever management makes significant changes in operations (for example, total or partial discontinuation of the activity).
Impairment tests are performed internally. Whenever impairment tests are performed, future cash flows are discounted at a specific rate for the cash-generating unit, which includes the risk of the market where it operates.
The group uses external experts (appraisers) only to determine the market value of land and buildings in situations of discontinuation of operations, where they are no longer recovered by use.
Impairment losses are recognized as the difference between its carrying amount and its recoverable amount. Recoverable corresponds to the higher of its fair value less sales expenses and its value for use.
Impairment losses, if any, are allocated specifically to the individual assets that are part of the cash flow generating unit.
Non-financial assets, except goodwill, that generated impairment losses are valued at each reporting date regarding reversals of said losses.
This caption is primarily related to investments in equity instruments available for sale, which have no stock exchange share price and whose fair value cannot be estimated reliably and are therefore measured at cost. Dividends, if any, are recognized in the period in which they occur, when the right to receive is established.
Inventories are valued at the lower of acquisition cost or production cost and net realisable value. Acquisition cost includes direct and indirect expenses incurred in order to have those inventories at its present condition and place. Production cost includes used raw material costs, direct labour, other direct costs and other general fixed production costs (using normal capacity utilisation).
Where the net realisable value is lower than production cost, inventory impairment is registered. This adjustment will be reversed or reduced whenever the impairment situation no longer takes place.
Year-end quantities are determined based on the accounting records, which are confirmed by the physical inventory taking. Raw materials, consumables and by-products are valued at weighted average cost, and finished goods and work-in-progress at the average production cost which includes direct costs and indirect costs incurred in production.
The raw materials or products with high cork incorporation usually present alternative use without significant loss of value (for example through changes in caliber, reprocessing or use as raw material in other units). In these cases a specific analysis of impairment is made, being that impairment situations in this instance are very reduced.
The remaining materials, intermediate and finished products with a higher degree of transformation and incorporation of non-cork materials are not as susceptible of alternative use. In these cases, the amount by which inventories are expected to be realized is influenced by the age of those inventories. Thus, in addition to the specific analysis (priority form of determination of net realizable value), the group applies a criteria based on the rotation to estimate the reduction of expected value of these materials in function of their ageing.
Trade and other receivables are registered initially at fair value and subsequently registered at amortized cost, and adjusted for any subsequent impairment losses which will be charged to the income statement.
Medium and long-term receivables, if applicable, will be measured at amortised cost using the effective interest rate of the debtor for similar periods.
Trade and other receivables are derecognised when the rights to receive cash flows from the investments expire or are transferred, as well as all the risks and rewards of its ownership.
At each reporting date, the impairment of financial assets at amortised cost is evaluated.
Financial asset impairment occurs if after initial register, unfavourable cash flows from that asset can be reasonably estimated.
Impairment losses are recognized as the difference between its carrying amounts and expected future cash flows (excluding future losses that yet have not occurred), discounted at the initial effective interest rate of the asset. The calculated amount is deducted to the carrying amount and loss recognised in the earnings statement.
As a rule, Corticeira Amorim grouped the financial assets according to similar credit risk characteristics, the impairments being estimated based on the experience of historical losses.
At the end of each period, an analysis is performed on the quality of customer loans. Given the characteristics of the business it is considered that the balances overdue up to 90 days are not susceptible to impairment. Balances overdue between 90 and 120 days are considered as being able to generate an impairment of around 30% and balances between 120 and 180 days 60%. All balances overdue for more than 180 days, as well as all balances considered as doubtful, will give rise to a total impairment.
This rule does not overlap the analysis of each specific case. The analysis of the specific cases is determined on the individual accounts receivable, taking into account the historical information of the clients, their risk profile and other observable data in order to assess if there is objective proof of impairment for these accounts receivable.
Impairment of Other Financial Assets is verified through the analysis of the companies' approved financial statements, as well as the evaluation of the expected future cash flows of their activity.
If the impairment loss decreases in a future period, the losses previously recognized against the Income Statement are reversed.
Cash includes cash in hand, deposits held at call in banks, time deposits and other no-risk short-term investments with original maturities of three months or less. In the Consolidated Statement of Cash Flow, this caption includes Bank overdrafts.
Debts to suppliers and other borrowings and creditors are initially registered at fair value. Subsequently are measured at amortised cost using effective interest rate method. They are classified as current liabilities, except if Corticeira Amorim has full discretion to defer settlement for at least another 12 months from the reporting date.
The group contracts confirming operations contracted with financial institutions, which will be classified as reverse factoring agreements. These agreements are not used to manage the liquidity needs of the group as long as the payment remains on the due date of the invoices (on that date the advance amounts are paid to the financial institution by the group). For this reason, and since they do not give rise to financial expenses for the group, the amounts of the invoices advanced to the suppliers that adhere to these contracts are kept in the Liabilities, in the Suppliers account, and the payments at the due time are treated as operational payments. The supplier confirming operations are classified as operating in the Statement of Cash Flows.
Liabilities are derecognised when the underlying obligation is extinguished by payment, cancelled or expire.
This line includes interest bearing loans amounts. Any costs attributable to the lender, will be deducted to the loan amount and charged, during its life, using the effective interest rate.
Interests are usually charged to the income statement as they occur. Interests arising from loans related with capital expenditure for periods longer than 12 months will be capitalised and charged to the specific asset under construction. Capitalisation will cease when the project is ready for use or suspended.
Income tax includes current income tax and deferred income tax. Except for companies included in groups of fiscal consolidation, current income tax is calculated separately for each subsidiary, on the basis of its net result for the period adjusted according to tax legislation. Management periodically addresses the effect of different interpretations of tax law.
Deferred taxes are calculated using the liability method, reflecting the temporary differences between the carrying amount of consolidated assets and liabilities and their correspondent value for tax purposes.
Deferred tax assets and liabilities are calculated and annually registered using actual tax rates or known tax rates to be in vigour at the time of the expected reversal of the temporary differences.
Deferred tax assets are recognized to the extent that it is probable sufficient future taxable income will be available utilisation. At the end of each year an analysis of the deferred tax assets is made. Those that are not likely to be used in the future will be derecognised.
Deferred tax liabilities are recognized for all taxable temporary differences, except those related to i) the initial recognition of goodwill; or ii) the initial recognition of assets and liabilities that do not result from a business combination, and that at transaction date does not affect the accounting or tax result.
Deferred taxes are registered as an expense or a gain of the year, except if they derive from values that are booked directly in equity. In this case, deferred tax is also registered in the same line.
Corticeira Amorim Portuguese employees benefit exclusively from the national welfare plan. Employees from foreign subsidiaries (about 30% of total Corticeira Amorim) or are covered exclusively by local national welfare plans or benefit from complementary contribution plans.
As for the defined contribution plans, contributions are recognised as employee benefit expense when they are due.
Corticeira Amorim recognises a liability and an expense for bonuses attributable to a large number of directors. These benefits are based on estimations that take in account the accomplishment of both individual goals and a pre-established Corticeira Amorim level of profits.
Provisions are recognised when Corticeira Amorim has a present legal or constructive obligation as a result of past events, when it is more likely than not an outflow of resources will be required to settle the obligation and when a reliable estimation is possible.
Provisions are not recognised for future operating losses. Restructuring provisions are recognised with a formal detail plan and when third parties affected are informed.
The main items of provisions were recorded based on their nominal value. Provisions for ongoing tax proceedings are annually increased by the calculation of interest and fines, as defined by law. In all other cases, given the uncertainty regarding the timing of the outflow of resources to cover liability, it is not possible to reliably estimate the effect of the discount, which is estimated to be not material.
When there is a present obligation, resulting from a past event, but it is not probable that an out flow of resources will be required, or this cannot be estimated reliably, the obligation is treated as a contingent liability. This will be disclosed in the financial statements, unless the probability of a cash outflow is remote.
Contingent assets are not recognized in the financial statements but disclosed when it is probable the existence of an economic future inflow of resources.
The main items of provisions were recorded based on their nominal value. Provisions for ongoing tax proceedings are annually increased by the calculation of interest and fines, as defined by law. In all other cases, given the uncertainty about the timing of the outflow of resources to cover liability, it is not possible to reliably estimate the effect of the discount, which is estimated to be not material.
Revenue comprises the value of the consideration received or receivable for the sale of goods and finished products. Revue is shown, net of value-added tax, returns, rebates, and discounts, including cash discounts. Revenue is also adjusted by any prior period's sales corrections.
Services rendered are immaterial and, generally, are refunds of costs related with finish product sales.
Sales revenue is recognised when the significant risk and rewards of ownership of the goods are transferred to the buyer and its amount can be reliably measured. Revenue receivable after one year will be discounted to its fair value.
Grants received are related generally with fixed assets expenditure. No-repayable grants are present in the balance sheet as deferred income, and recognised as income on a systematic basis over the useful life of the related asset. Repayable interest bearing grants are presented as interests bearing debt; if no-interest bearing, they are presented as "Other borrowings".
Reimbursable grants with "out of market" interest rates are measured at fair value when they are initially recognised. For each grant, the fair value determination at the initial time corresponds to the present value of the future payments associated with the grant, discounted at the company's financing rate at the date of recognition, for loans with similar maturities.
Difference between nominal and fair value at initial recognition is included in deferred income – grants, at other loans and creditors, being afterwards recognised in net result.
The grants received are classified as a financial activity in the Statement of Cash Flows.
When a contract indicates that the significant risks and rewards of the ownership of the asset are transferred to Corticeira Amorim, leasing contracts will be considered as financial leases.
All other leasing contracts are treated as operating leases. Payments made under operating leases are charged to the income statement.
Whenever Corticeira Amorim qualifies as lessee of finance leases, assets under lease are recognized as Tangible Fixed Assets and are depreciated over the shorter of the term of the contract and the useful life of the assets.
Corticeira Amorim uses derivatives financial instruments as forward and spot exchange rate contracts, options and swaps; these are intended to hedge its business financial risks and are not used for speculative purposes. Corticeira Amorim accounts for these instruments as hedge accounting, following all its standards. Dealing is carried out by a central treasury department (dealing room) on behalf of the subsidiaries, under policies approved by the Board of Directors. Derivatives are recorded at their fair value. The method of recognising is as follows:
Changes in the fair value of derivatives that qualify as fair value hedges and that are expected to be highly effective, are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Changes in the fair value of derivatives that qualify as cash flow edges and that are expected to be highly effective, are recognised in equity, being transferred to income statement in the same period as the respective hedged item affects results; the gain or loss relating to the ineffective portion is recognised immediately in the income statement.
For the moment, Corticeira Amorim is not considering any foreign exchange hedge over its net investments in foreign units (subsidiaries).
Corticeira Amorim has fully identified the nature of its activities' risk exposure and documents entirely and formally each hedge; uses its information system to guarantee that each edge is supported by a description of: risk policy, purpose and strategy, classification, description of risk, identity of the instrument and of the risk item, description of initial measurement and future efficiency, identification of the possible derivative portion which will be excluded from the efficiency test.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, or the forecasted transaction no longer remains highly provable or simply is abandoned, or the decision to consider the transaction as a hedge, the company will de-recognised the instrument.
Ordinary shares are included in equity.
When Corticeira Amorim acquires own shares, acquisition value is recognised deducting from equity in the line treasury stock.
Corticeira Amorim activities expose it to a variety of financial risks: market risks (including currency risk, interest rate risk and raw material price risk), credit risk, liquidity risk and capital risk.
Exchange rate risk management policy established by Corticeira Amorim Board points out to a total hedging of the assets deriving from sales in the most important currencies and from USD acquisitions. As for book orders up to 90 days, each Business Unit responsible will decide according to exchange rate evolution. Book orders, considered relevant, due after 90 days, will be presented by the Business Unit responsible to the Board.
As of December 31, 2016, taking into account the relationship between the amount of the group's exposure to financial assets and liabilities in foreign currency and the notional amount of hedges contracted, exchange rates different from the Euro currency (particularly USD), would have no material effect in the consolidated results of the group. As for book orders any effect would be registered in Equity. As for non-euro net investments in subsidiaries/associate, any exchange rate effect would be registered in Equity, because Corticeira Amorim does not hedge this type of assets. As these investments are not considered relevant, the register of the effects of exchange rates variations was 2,274 K€ as of December 31, 2016 (2015: 1,145 K€).
As of December 31, 2015 and 2016, from the total interest bearing debt, 25 M€ were linked to fixed interest rate for a 10 year period.
Most of the risk derives from the noncurrent-term portion of that debt at variable rate (13.6 M€ as of 31/12/2016 and 16.2 M€ as of 31/12/2015).
As of December 31, 2016, if interest rates were 0.1 percentage points higher, with the remaining variables remaining constant, the pre-tax result would be lower by around 62 thousand euros (91 thousand euros in 2015) as a result of the increase in Financial costs with variable rate debt. The sensitivity is lower in 2016 compared to 2015 due to the lower volume of variable rate debt.
In view of the critical nature of this factor, the procurement, storage and preparation management of the only variable common to all Corticeira Amorim activities, which is the raw material (cork), is assembled in an autonomous BU, which, among other objectives, makes it possible to prepare, discuss and decide within the Board of Directors the orientation or the multiannual supply policy to be developed.
The Group's cork procurement team is made up of a group of highly specialized staff, mainly in Portugal, Spain and North Africa. The objective of the buyers team is to maximize the price / quality ratio of the purchased cork and simultaneously ensure the purchase of sufficient quantity for the desired level of production.
The cork market is an open market where price is determined by the supply and demand law. The price offered by Corticeira Amorim is determined business by business, and depends essentially on the estimated quality of cork. Corticeira Amorim does not have the ability to set the purchase price of the campaign, and this is a result of the operation of the market.
The purchase is concentrated in a certain period of the year, in which the raw material supply is guaranteed for the whole of the following year, the sales prices of the finished products and margins of the business are defined taking into account the cost of acquiring the raw material.
Credit risk is due, mainly, to receivables from customers related to trade sales. Credit risk is monitored by the operating companies Financial Departments, taking in consideration its history of trade relations, financial situation as well as other types of information that Corticeira Amorim business network has available related with each trading partner. Credit limits are analysed and revised, if necessary, on a regular basis. Due to the high number of customers, spread through all continents, the most important of them weighting less than 3% of total sales, credit risk is naturally diminished.
Normally no guarantees are due from customers. Corticeira Amorim does not make use of credit insurance.
Credit risk derives also from cash and cash equivalents balances and from financial derivative instruments. Corticeira Amorim previously analysis the ratings of the financial institutions so that it can minimize the failure of the counterparts.
The maximum credit risk is the one that results from the failure to receive all financial assets (December 2016: 224 million euros and December 2015: 170 million euros).
In terms of the quality of credit risk, associated to Cash and Equivalents, as of December 31, 2016, the main counterparties that are financial institutions are detailed as follows:
Corticeira Amorim financial department regularly analyses future cash flows so that it can deliver enough liquidity for the group to provide operating needs, and also to comply with credit lines payments. Excess of cash is invested in interest bearing short-term deposits. This police offer the necessary flexibility to conduct its business.
Financial liabilities estimated non-discounted cash flows maturities are as follows:
| Up to 1 year | 1 to 2 years | 2 to 4 years | More than 4 years |
Total | |
|---|---|---|---|---|---|
| Interest-bearing loans | 50,146 | 1,916 | 5,916 | 33,379 | 91,357 |
| Other borrowings and creditors | 44,259 | 3,538 | 6,287 | 191 | 54,275 |
| Trade payables | 121,184 | 121,184 | |||
| Total as of December 31, 2015 | 215,589 | 5,454 | 12,203 | 33,570 | 266,816 |
| Interest-bearing loans | 48,399 | 3,140 | 10,469 | 25,000 | 87,008 |
| Other borrowings and creditors | 44,509 | 3,138 | 6,061 | 873 | 54,581 |
| Trade payables | 109,985 | 109,985 | |||
| Total as of December 31, 2016 | 202,894 | 6,278 | 16,530 | 25,873 | 251,575 |
| (thousand euros) |
Liquidity risk hedging is achieved by the existence of non-used credit line facilities and, eventually bank deposits.
Based in estimated cash flows, 2017 liquidity reserve, composed mainly by non-used credit lines and cash and cash equivalents at the end of the year, will be as follows:
| 2017 | ||
|---|---|---|
| Opening balance | 168 | |
| Operating cash in and cash out | 115 | |
| Capex | -39 | |
| Interest and dividends | -23 | |
| Income tax | -25 | |
| Bank debt payments | -70 | |
| Closing balance | 126 | |
Note: includes dividends to be approved in the April 7, 2017 shareholders meeting (million euros)
The financial flow assumes that at the end of 2017, the level of unused credit lines is equal to that of the beginning of the year and cash and cash equivalents will be approximately 10 M€.
Corticeira Amorim key objective is to assure business continuity, delivering a proper return to its shareholders and the correspondent benefits to its remaining stakeholders. A careful management of the capital employed in the business, using the proper combination of capital in order to reduce its costs, obtains the fulfilment of this objective. In order to achieve the proper combination of capital employed, the Board can obtain from the General Shareholders Meeting the approval of the necessary measures, namely adjusting the dividend pay-out ratio, the treasury stock, raising capital through new shares issue, sale of assets or other type of measures.
The key indicator for the said combination is the Equity / Assets ratio. Corticeira Amorim establishes as a target a level of not less than 40% of Equity / Assets ratio, and should not deviate significantly from the range 40%-50%, depending on actual economic conditions and of the cork sector in particular, is the objective to be accomplished.
The said ratio register was:
| Dec. 2016 Dec. 2015 Dec. 2014 | |||
|---|---|---|---|
| Equity | 426,943 | 354,133 | 315,569 |
| Assets | 726,873 | 667,219 | 617,446 |
| Ratio | 58.7% | 53.1% | 51.1% |
| (million euros) |
As of December 31, 2016 and December 2015, financial instruments measured at fair value in the financial statements of Corticeira Amorim were composed solely of derivative financial instruments. Derivatives used by Corticeira Amorim have no public quotation because they are not traded in an open market (over the counter derivatives).
According to the accounting standards, a fair value hierarchy is established that classifies three levels of data to be used in measurement techniques at fair value of financial assets and liabilities:
Level 1 data – public quotation (non-adjusted) in liquid markets for comparable assets or liabilities;
Level 2 data – different data of public quotation observable for the asset or the liability, directly or indirectly;
Level 3 data – non observable data for the assets or the liability.
As of December 31, 2016, derivative financial instruments recognised as assets in the consolidated statement of financial position are not material, being null (2015: 1,051 K€) and 2,989 thousand euros as liabilities (2015: 449 K€), as stated in notes XVII and XXIII.
Corticeira Amorim uses forward outrights and options to hedge exchange rate risk, as stated in note XXXI. Evaluating exchange rate hedge instruments requires the utilisation of observable inputs (level 2). Fair value is calculated using a proprietary model of Corticeira Amorim, developed by Reuters, using discounted cash flows method for forwards outrights. As for options, it is used the Black & Scholes model.
Summary of the financial instruments derivatives fair value:
| Type | 31/12/2016 | 31/12/2015 | ||||
|---|---|---|---|---|---|---|
| Nature | Hierarchy | Notional | Fair Value | Notional | Fair Value | |
| Cash flow hedge | 0 | 0 | 2,961 | 123 | ||
| Fair value hedge | 0 | 0 | 8,821 | 529 | ||
| Trading derivatives | 0 | 0 | 17,374 | 398 | ||
| Level 2 Total | 0 | 0 | 29,157 | 1,051 | ||
| Total Assets | 0 | 0 | 29,157 | 1,051 | ||
| Cash flow hedge | 27,296 | -1,395 | 24,220 | -374 | ||
| Fair value hedge | 14,287 | -996 | 20,745 | -139 | ||
| Trading derivatives | 17,599 | -597 | 29,095 | 64 | ||
| Level 2 Total | 59,182 | -2,989 | 74,061 | -449 | ||
| Total Liabilities | 59,182 | -2,989 | 74,061 | -449 | ||
| (thousand euros) |
The main inputs used in valuation are forward exchange rate curves and estimates of currency volatility.
v
When evaluating equity and net income, Corticeira Amorim makes estimates and assumptions concerning events only effective in the future. In most cases, estimates were confirmed by future events. In such cases where it doesn't, variations will be registered when they'll be materialized.
The useful lives used represent best estimate for the expected period of use of property. They are periodically reviewed and adjusted if necessary, as described in Note II. c.
Still to be noted 10,004 K€ registered in deferred tax assets (2015: 8,359 K€). These values will be recovered if the business plans of the companies that recorded those assets are materialized in the future (Note XIII).
Provisions for tax contingencies and other processes are based on the best estimate of management regarding losses that may exist in the future that are associated with these processes (Note XXX).
The description of the main elements of the internal control system and risk management of the group, in relation to the process of the consolidated accounts, is as follows:
The financial information preparation process is dependent on the actors in the registration process of operations and support systems. In the group there is an Internal Control Procedures Manual and Accounting Manual, implemented at the level of the Corticeira Amorim Group. These manuals contain a set of rules and policies to ensure that in the financial information preparation process homogeneous principles are followed, and to ensure the quality and reliability of financial information.
The implementation of accounting policies and internal control procedures relating to the preparation of financial information is subject to the evaluation by the internal and external audit.
Every quarter, the consolidated financial information by business unit is assessed, validated and approved by the management of each of the group's business units.
Before its release, the consolidated financial information of Corticeira Amorim is approved by the Board of Directors and presented to the Supervisory Board.
| Company | Head Office | Country | 2016 | 2015 | |
|---|---|---|---|---|---|
| Raw Materials | |||||
| Amorim Natural Cork, S.A. | Vale de Cortiças – Abrantes | Portugal | 100% | 100% | |
| Amorim Florestal, S.A. | Ponte de Sôr | Portugal | 100% | 100% | |
| Amorim Florestal España, SL | San Vicente Alcántara | Spain | 100% | 100% | |
| Amorim Florestal Mediterrâneo, SL | Cádiz | Spain | 100% | 100% | |
| Amorim Tunisie, S.A.R.L . | Tabarka | Tunisia | 100% | 100% | |
| Augusta Cork, S.L. | San Vicente Alcántara | Spain | 100% | 100% | |
| Comatral – C. de Maroc. de Transf. du Liège, S.A. | Skhirat | Morocco | 100% | 100% | |
| SIBL – Société Industrielle Bois Liége | Jijel | Algeria | 51% | 51% | |
| Société Nouvelle du Liège, S.A. (SNL) | Tabarka | Tunisia | 100% | 100% | |
| Société Tunisienne d'Industrie Bouchonnière | (b) | Tabarka | Tunisia | 45% | 45% |
| Vatrya – Serviços de Consultadoria, Lda | Funchal – Madeira | Portugal | 100% | 100% | |
| Cork Stoppers | |||||
| Amorim & Irmãos, SGPS, S.A. | Santa Maria Lamas | Portugal | 100% | 100% | |
| ACIC USA, LLC | (f) | California | U. S. America | 100% | 100% |
| Agglotap, S.A. | Girona | Spain | 91% | 91% | |
| All Closures In, S.A. | Paços de Brandão | Portugal | 75% | 75% | |
| Amorim & Irmãos, S.A. | Santa Maria Lamas | Portugal | 100% | 100% | |
| Amorim Argentina, S.A. | Buenos Aires | Argentina | 100% | 100% | |
| Amorim Australasia Pty Ltd | Adelaide | Australia | 100% | 100% | |
| Amorim Bartop, S.A. | Mozelos | Portugal | 75% | 100% | |
| Amorim Cork América, Inc. | California | U. S. America | 100% | 100% | |
| Amorim Cork Beijing Ltd. | Beijing | China | 100% | 100% | |
| Amorim Cork Bulgaria EOOD | Plovdiv | Bulgaria | 100% | 100% | |
| Amorim Cork Deutschland GmbH & Co KG | Mainzer | Germany | 100% | 100% | |
| Amorim Cork España, S.L. | San Vicente Alcántara | Spain | 100% | 100% | |
| Amorim Cork Itália, SPA | Conegliano | Italy | 100% | 100% | |
| Amorim Cork South Africa (Pty) Ltd | Cape Town | South Africa | 100% | 100% | |
| Amorim France, S.A.S. | Champfleury | France | 100% | 100% | |
| Amorim Top Series France, S.A.S. | (e) | Gensac La Pallue | France | 100% | – |
| Amorim Top Series, S.A. | (e) | Vergada | Portugal | 75% | – |
| Bouchons Prioux | Epernay | France | 91% | 91% | |
| Chapuis, S.L. | Girona | Spain | 100% | 100% | |
| Corchera Gomez Barris | (c) | Santiago | Chile | 50% | 50% |
| Corchos de Argentina, S.A. | (b) | Mendoza | Argentina | 50% | 50% |
| Equipar, Participações Integradas, Lda. | Coruche | Portugal | 100% | 100% | |
| FP Cork, Inc. | Califórnia | U. S. America | 100% | 100% | |
| Francisco Oller, S.A. | Girona | Spain | 92% | 92% | |
| Hungarocork, Amorim, RT | Budapeste | Hungary | 100% | 100% | |
| Indústria Corchera, S.A. | (c) | Santiago | Chile | 50% | 50% |
| Korken Schiesser Ges.M.B.H. | Viena | Austria | 69% | 69% | |
| Olimpiadas Barcelona 92, S.L. | Girona | Spain | 100% | 100% | |
| Portocork America, Inc. | Califórnia | U. S. America | 100% | 100% | |
| Portocork France, S.A.S. | Bordéus | France | 100% | 100% | |
| Portocork Internacional, S.A. Portocork Itália, s.r.l |
Santa Maria Lamas Milan |
Portugal Italy |
100% 100% |
100% 100% |
|
| Sagrera et Cie | Reims | France | 91% | 91% | |
| S.A. Oller et Cie | Reims | France | 92% | 92% |
| Company | Head Office | Country | 2016 | 2015 | |
|---|---|---|---|---|---|
| S.C.I. Friedland | Céret | France | 100% | 100% | |
| S.C.I. Prioux | Epernay | France | 91% | 91% | |
| Société Nouvelle des Bouchons Trescases | (b) | Perpignan | France | 50% | 50% |
| Trefinos Australia | Adelaide | Australia | 91% | 91% | |
| Trefinos Italia, s.r.l | Treviso | Italy | 91% | 91% | |
| Trefinos USA, LLC | Fairfield, CA | U. S. America | 91% | 91% | |
| Trefinos, S.L | Girona | Spain | 91% | 91% | |
| Victor y Amorim, Sl | (c) | Navarrete – La Rioja | Spain | 50% | 50% |
| Wine Packaging & Logistic, S.A. | (b) | Santiago | Chile | 50% | 50% |
| Floor & Wall Coverings | |||||
| Amorim Revestimentos, S.A. | S. Paio de Oleiros | Portugal | 100% | 100% | |
| Amorim Benelux, BV | Tholen | Netherlands | 100% | 100% | |
| Amorim Deutschland, GmbH– AR | (a) | Delmenhorst | Germany | 100% | 100% |
| Amorim Flooring, SA | S. Paio de Oleiros | Portugal | 100% | 100% | |
| Amorim Flooring (Switzerland) AG | Zug | Switzerland | 100% | 100% | |
| Amorim Flooring Austria GesmbH | Viena | Austria | 100% | 100% | |
| Amorim Flooring Investments, Inc. | Hanover– Maryland | U. S. America | 100% | 100% | |
| Amorim Flooring North America Inc. | Hanover– Maryland | U. S. America | 100% | 100% | |
| Amorim Flooring Rus, LLC | (e) | Moscow | Russia | 100% | – |
| Amorim Japan Corporation | Tokyo | Japan | 100% | 100% | |
| Amorim Revestimientos, S.A. | Barcelona | Spain | 100% | 100% | |
| Cortex Korkvertriebs GmbH | Fürth | Germany | 100% | 100% | |
| Dom KorKowy, Sp. Zo. O. | (c) | Kraków | Poland | 50% | 50% |
| Timberman Denmark A/S | Hadsund | Denmark | 51% | 51% | |
| US Floors, Inc. | (g) | Dalton– Georgia | U. S. America | – | 25% |
| Composite Cork | |||||
| Amorim Cork Composites, S.A. | Mozelos | Portugal | 100% | 100% | |
| Amorim (UK) Ltd. | Horsham West Sussex | United Kingdom | 100% | 100% | |
| Amorim Compcork, Lda. | Mozelos | Portugal | 100% | 100% | |
| Amorim Cork Composites LLC | (e) | São Petersburgo | Russia | 100% | – |
| Amorim Cork Composites Inc. | Trevor– Wisconsin | U. S. America | 100% | 100% | |
| Amorim Deutschland, GmbH – ACC | (a) | Delmenhorst | Germany | 100% | 100% |
| Amorim Industrial Solutions – Imobiliária, S.A. | Corroios | Portugal | 100% | 100% | |
| AmorLink | (b) (f) | Istanbul | Turkey | – | 25% |
| Amosealtex Cork Co., Ltd | (b) | Shanghai | China | 30% | 30% |
| Chinamate (Shaanxi) Natural Products Co. Ltd | Shaanxi | China | 100% | 100% | |
| Chinamate Development Co. Ltd | Hong Kong | China | 100% | 100% | |
| Compruss – Investimentos e Participações Lda. | (e) | Mozelos | Portugal | 100% | – |
| Corticeira Amorim – France SAS | Lavardac | France | 100% | 100% | |
| Florconsult – Consultoria e Gestão, Lda. | Mozelos | Portugal | 100% | 100% | |
| Postya – Serviços de Consultadoria, Lda. | Funchal – Madeira | Portugal | 100% | 100% | |
| Insulation Cork Amorim Isolamentos, S.A. |
Vendas Novas | Portugal | 80% | 80% | |
| Holding | |||||
| Corticeira Amorim, SGPS, S.A. | Mozelos | Portugal | 100% | 100% | |
| Ginpar, S.A. (Générale d' Invest. et Participation) | Skhirat | Morocco | 100% | 100% | |
| Amorim Cork Research, Lda. | Mozelos | Portugal | 100% | 100% | |
| Amorim Cork Services, Lda. | Mozelos | Portugal | 100% | 100% | |
| Amorim Cork Ventures, Lda. | Mozelos | Portugal | 100% | 100% | |
| Corkyn Composites, Lda. | (b) (f) | Mozelos | Portugal | – | 25% |
| Ecochic portuguesas – footwear and fashion products, Lda. |
(b) | Mozelos | Portugal | 24% | 24% |
| TDCork – Tapetes Decorativos com Cortiça, Lda. | (b) (e) | Mozelos | Portugal | 25% | – |
| Soc. Portuguesa de Aglomerados de Cortiça, Lda. | Montijo | Portugal | 100% | 100% | |
For entities consolidated by the full consolidation method, the percentage of voting rights held by "Non-Controlling Interests" is equal to the percentage of share capital held.
(a) One single company: Amorim Deutschland, GmbH & Co. KG (b) Equity method consolidation (c) Corticeira Amorim controls the operations of the company – line-by-line consolidation method (d) Directly owned by Industria Corchera, SA (e) Company set-up in 2016 (f) Company liquidated in 2016 (g) Company sold in 2016
| Exchange rates | Year end 2016 |
Average 2016 |
Year end 2015 |
Average 2015 |
|
|---|---|---|---|---|---|
| Argentine Peso | ARS | 16.66731 | 16.32244 | 10.28032 | 14.04839 |
| Australian Dollar | AUD | 1.45960 | 1.48828 | 1.47766 | 1.48970 |
| Lev | BGN | 1.95570 | 1.95574 | 1.95573 | 1.95570 |
| Brazilian Real | BRL | 3.43050 | 3.85614 | 3.70044 | 4.31170 |
| Canadian Dollar | CAD | 1.41880 | 1.46588 | 1.41856 | 1.51160 |
| Swiss Franc | CHF | 1.07390 | 1.09016 | 1.06786 | 1.08350 |
| Chilean Peso | CLP | 703.620 | 748.099 | 725.899 | 768.730 |
| Yuan Renminbi | CNY | 7.32020 | 7.35222 | 6.97333 | 7.06080 |
| Danish Krone | DKK | 7.43440 | 7.44519 | 7.45870 | 7.46260 |
| Algerian Dinar | DZD | 115.821 | 120.7253 | 111.1085 | 116.071 |
| Euro | EUR | 1 | 1 | 1 | 1 |
| Pound Sterling | GBP | 0.85618 | 0.81948 | 0.72584 | 0.73395 |
| Hong Kong Dollar | HKD | 8.1519 | 8.59036 | 8.60559 | 8.4166 |
| Forint | HUF | 309.830 | 311.438 | 309.996 | 315.980 |
| Yen | JPY | 123.400 | 120.197 | 134.314 | 131.070 |
| Moroccan Dirham | MAD | 10.6392 | 10.8274 | 10.8028 | 10.7376 |
| Zloty | PLN | 4.41030 | 4.36321 | 4.18412 | 4.26390 |
| Tunisian Dinar | TND | 2.41850 | 2.37204 | 2.17523 | 2.21090 |
| Turkish Lira | TRL | 3.70720 | 3.34325 | 3.02546 | 3.17650 |
| US Dollar |
USD | 1.05410 | 1.10690 | 1.10951 | 1.08870 |
| Rand | ZAR | 14.4570 | 16.2645 | 14.1723 | 16.9530 |
Corticeira Amorim is organised in the following Business Units (BU): Raw Materials, Cork Stoppers, Floor and Wall Coverings, Composite Cork and Insulation Cork.
There are no differences between the measurement of profit and loss and assets and liabilities of the reportable segments, associated to differences in accounting policies or centrally allocated cost allocation policies or jointly used assets and liabilities.
For purposes of this Report, the Business approach was selected as the primary segment. This is consistent with the formal organization and evaluation of business. Business Units correspond to the operating segments of the company and the segment report is presented the same way they are analysed for management purposes by the board of Corticeira Amorim.
The following table shows the main indicators of the said units, and, whenever possible, the reconciliation with the consolidated indicators (values in thousand EUR):
| 2016 | Raw Materials | Cork Stoppers | Floor & Wall Coverings |
Composite Cork | Insulation Cork | Holding | Adjust. | Consolidated |
|---|---|---|---|---|---|---|---|---|
| Trade Sales | 9,406 | 417,592 | 113,772 | 91,463 | 9,086 | 93 | 0 | 641,411 |
| Other BU Sales | 139,228 | 5,174 | 3,355 | 8,622 | 2,355 | 2,693 | -161,426 | - |
| Total Sales | 148,634 | 422,766 | 117,128 | 100,085 | 11,440 | 2,785 | -161,426 | 641,411 |
| EBITDA (current) | 18,328 | 75,604 | 12,732 | 16,989 | 2,157 | -3,266 | -196 | 122,347 |
| Assets | 173,327 | 332,272 | 128,967 | 70,287 | 10,714 | 2,627 | 8,679 | 726,873 |
| Liabilities | 42,432 | 110,112 | 29,968 | 27,625 | 2,155 | 9,946 | 77,692 | 299,930 |
| Capex | 3,529 | 22,423 | 3,797 | 2,557 | 350 | 920 | - | 33,575 |
| Year Depreciation | -3,482 | -13,319 | -5,598 | -3,266 | -568 | -78 | - | -26,310 |
| Non-cash cost | -158 | 105 | 466 | -599 | 187 | 10 | 0 | 10 |
| Gains/Losses in associated companies |
-3 | 271 | 49,706 | 0 | 0 | -13 | 0 | 49,961 |
| 2015 | Raw Materials | Cork Stoppers | Floor & Wall Coverings |
Composite Cork | Insulation Cork | Holding | Adjust. | Consolidated |
| Trade Sales | 7,344 | 388,493 | 107,440 | 92,944 | 8,536 | 43 | 0 | 604,800 |
| Other BU Sales | 128,093 | 4,332 | 2,403 | 7,036 | 1,504 | 2,172 | -145,540 | - |
| Total Sales | 135,437 | 392,825 | 109,843 | 99,980 | 10,040 | 2,215 | -145,540 | 604,800 |
| EBITDA (current) | 16,988 | 62,753 | 8,173 | 14,585 | 1,241 | -2,771 | -249 | 100,720 |
| Assets | 151,055 | 328,086 | 92,934 | 75,122 | 11,850 | 2,246 | 5,927 | 667,219 |
| Liabilities | 42,909 | 109,411 | 31,317 | 28,542 | 2,367 | 14,650 | 83,890 | 313,086 |
| Capex | 6,914 | 16,958 | 3,003 | 3,593 | 289 | 638 | - | 31,394 |
| Year Depreciation | -2,552 | -12,252 | -4,800 | -4,802 | -604 | -42 | - | -25,051 |
| Non-cash cost | 38 | -5,257 | -715 | -181 | -476 | 135 | - | -6,456 |
| Gains/Losses in associated companies |
-8 | 1,331 | 1,782 | -12 | 0 | -3 | - | 3,091 |
Notes: (thousand euros)
Adjustments = eliminations inter-BU and amounts not allocated to BU.
EBITDA = Profit before interests, depreciation, equity method, non-controlling interests and income tax.
Provisions and asset impairments were considered the only relevant non-cash material cost.
Segments assets do not include DTA (deferred tax asset) and non-trade group balances.
Segments liabilities do not include DTL (deferred tax liabilities), bank loans and non-trade group balances.
The decision to report EBITDA figures allows a better comparison of the different BU performances, disregarding the different financial situations of each BU. This is also coherent with the existing Corporate Departments, as the Financial Department is responsible for the bank negotiations, being the tax function the responsibility of the Holding Company.
Cork Stoppers BU main product is the different kinds of existing cork stoppers. The main markets are the bottling countries, from the traditional ones like France, Italy, Germany, Spain and Portugal, to the new markets like USA, Australia, Chile, South Africa and Argentina.
Raw Materials BU is, by far, the most integrated in the production cycle of Corticeira Amorim, with 95% of its sales to others BU, specially to Cork Stoppers BU. Main products are bark and discs.
The remaining BU produce and sell a vast number of cork products made from cork stoppers waste. Main products are cork floor tiles, cork rubber for the automotive industry and antivibratic systems, expanded agglomerates for insulation and acoustic purposes, technical agglomerates for civil construction and shoe industry, as well as granulates for agglomerated, technical and champagne cork stoppers.
Major markets for flooring and insulation products are in Europe and for composites products the USA. Major production sites are in Portugal, where most of the invested capital is located. Products are distributed in practically all major markets through a fully owned network of sales companies. About 70% of total consolidated sales are achieved through these companies.
Capex was concentrated in Portugal. Assets in foreign subsidiaries totalize 225 million euros, and are mostly composed by inventories (91 million), customers (89 million) and tangible fixed assets (53 million).
In non-current assets, special note to 144 M€ (2015: 141 M€) of tangible fixed assets located in Portugal, 6.9 M€ (2015: 4.8 M€) of property investment (foreign countries: 0.2 M€ vs 0.2 in 2015), 2.2 M€ (2015: 1.3 M€) of intangible assets (foreign countries: 1.6 M€ vs 1.1 M€ in 2015) and 2.5 M€ (2015: 3.9 M€) of other financial assets (foreign countries: 1.5 M€ vs 0.3 M€ in 2015).
Sales by markets:
| Markets | 2016 | 2015 | ||
|---|---|---|---|---|
| European Union | 388,983 | 60.6% 358,909 | 59.3% | |
| From which: Portugal | 30,331 | 4.7% 29,977 | 5.0% | |
| Other European countries | 23,279 | 3.6% 24,176 | 4.0% | |
| United States | 133,421 | 20.8% 131,206 | 21.7% | |
| Other American countries | 47,642 | 7.4% 45,940 | 7.6% | |
| Australasia | 37,292 | 5.8% 34,822 | 5.8% | |
| Africa | 10,795 | 1.7% | 9,747 | 1.6% |
| Others | 641,411 | 100% 604,800 | 100% |
(thousand euros)
| Land and buildings |
Machinery | Other | Tangible Fixed Assets in Progress |
Advances for tangible assets |
Total tangible assets |
Intangible assets | Investment property |
|
|---|---|---|---|---|---|---|---|---|
| Gross value | 229,817 | 348,850 | 31,334 | 5,661 | 25 | 615,687 | 4,670 | 15,432 |
| Depreciation and impairments | -143,133 | -260,835 | -28,826 | 0 | 0 | -432,794 | -3,579 | -10,242 |
| Opening balance ( jan 1, 2015) | 86,684 | 88,015 | 2,508 | 5,661 | 25 | 182,893 | 1,091 | 5,190 |
| Increase | 8,289 | 15,718 | 1,679 | 4,110 | 15 | 29,811 | 1,583 | 0 |
| Period deprec. and impairments | -6,070 | -16,410 | -1,720 | 0 | 0 | -24,200 | -269 | -476 |
| Sales and other decreases | -3 | -387 | -78 | -70 | -25 | -563 | 0 | 0 |
| Transfers and reclassifications | 108 | 1,223 | 102 | 181 | 0 | 1,614 | 81 | 379 |
| Translation differences | 709 | 46 | 29 | 12 | 0 | 797 | 4 | -85 |
| Gross value | 239,478 | 362,075 | 31,937 | 9,894 | 15 | 643,399 | 6,332 | 15,486 |
| Depreciation and impairments | -149,761 | -273,869 | -29,416 | 0 | 0 | -453,046 | -3,843 | -10,478 |
| Closing balance (dec 31, 2015) | 89,717 | 88,205 | 2,521 | 9,894 | 15 | 190,352 | 2,489 | 5,008 |
| Gross value | 239,478 | 362,075 | 31,936 | 9,894 | 15 | 643,399 | 6,332 | 15,486 |
| Depreciation and impairments | -149,761 | -273,869 | -29,418 | 0 | 0 | -453,048 | -3,843 | -10,478 |
| Opening balance ( jan 1, 2016) | 89,717 | 88,205 | 2,518 | 9,894 | 15 | 190,350 | 2,489 | 5,008 |
| Increase | 7,043 | 20,616 | 1,686 | 2,584 | 3,400 | 35,330 | 1,646 | 0 |
| Period deprec. and impairments | -5,168 | -17,806 | -2,175 | 0 | 0 | -25,149 | -433 | -644 |
| Sales and other decreases | -409 | -2,063 | -125 | -343 | -15 | -2,955 | 0 | -4 |
| Transfers and reclassifications | -1,766 | 7,314 | 26 | -6,366 | 0 | -792 | 69 | 2,776 |
| Translation differences | 303 | 322 | 42 | 3 | 0 | 670 | 5 | -35 |
| Gross value | 232,385 | 375,088 | 33,346 | 5,773 | 3,400 | 649,992 | 8,053 | 30,897 |
| Depreciation and impairments | -142,664 | -278,499 | -31,374 | 0 | 0 | -452,537 | -4,277 | -23,797 |
| Closing balance (dec 31, 2016) | 89,720 | 96,589 | 1,972 | 5,773 | 3,400 | 197,454 | 3,776 | 7,100 |
(thousand euros)
Impairment losses recognized in 2016 and 2015 were recognised on the "Depreciation / Amortization" line in the consolidated income statement by nature.
The amount of 7,100 K€, referred as Property Investment (2015: 5,008 K€), is due, mainly, to land and buildings that are not used in production.
Taking into account the decision to discontinue the operations at Corroios site (which was concluded at the end of 2015), land and buildings (1,950 K€) were transferred to investment properties in 2016. The value of this property was determined on the basis of an independent evaluation carried out in previous years.
The increase in depreciation / impairment charges in the year is related to an impairment loss of 830 K€ recognized in fixed assets of the Floor and Wall Coverings BU identified after an internal audit that was carried out.
Expenses related with tangible fixed assets had no impact. No interest was capitalised during the period.
The fair value of the Investment Property related to the lands and buildings of Corroios corresponds to the amount recorded in the accounts. This item also includes a property (Interchampagne with a value of 1,660 K€) with a recent valuation that corresponds to the book value. The remaining Investment Properties include a property with an accounting value of 1,000 K€ whose yield, updated to a 10% wacc, will correspond approximately to the amount by which they are recorded in the financial statements.
The Advance for tangible assets in the amount of € 3.4M corresponds to the first payments for the new press of the Floor and Wall Coverings BU.
Intangible Assets essentially include autonomous product development projects and innovative solutions.
In 2016 Goodwill is nil.
As stated in point II f), impairment tests are made each year.
In 2015, exceptionally impairment tests were performed in the first half of the year, which led to the registration of 2,911 K€ impairments. Value in use approach was part of the goodwill impairment tests calculations.
Cash flows were estimated, based on the budget and plans approved by management. The growth assumptions contemplated the expected growth in the wine, champagne and sparkling wine markets, as well as the evolution of the market share of Corticeira Amorim in this business.
In the first half of 2015, the profitability of the subsidiary Industria Corchera changed significantly due to a drop in sales and an increase of structural costs. These changes impacted the cash flows expected for that subsidiary, and as a result, the test performed led to the need of a goodwill write-off. In that test, growth rates were used from 1% to 2% for the period 2016-2018 and 1.5% for the following years. The discount rate used was 8%. Compared to the test performed in 2014, a drop was observed of approximately 30% in the estimated cash flow for the implicit period and 40% in relation to perpetuity.
Volumes expected for the underlying goodwill of the subsidiary SA Oller et Cie were not being achieved, due to the substitution effect on customers by other group products.
| 2015 | Openning | Increases | Decreases Reclassification | Closing | |
|---|---|---|---|---|---|
| Oller et cie | 750 | – | 750 | – | 0 |
| Industria Corchera | 1,314 | – | 1,314 | – | 0 |
| Corchera Gomez Barris | 159 | – | 159 | – | 0 |
| Amorim France | 250 | – | 250 | – | 0 |
| Amorim Cork Italia | 274 | – | 274 | – | 0 |
| Korken Schiesser | 164 | – | 164 | – | 0 |
| Goo dwill |
2,911 | 0 | 2,911 | 0 | 0 |
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Initial Balance | 13,304 | 10,841 |
| In / Out | -6,005 | 5 |
| Results | 2,384 | 3,091 |
| Dividends | -300 | -250 |
| Exchange Differences | 23 | -414 |
| Other | 43 | 32 |
| End Balance | 9,450 | 13,304 |
| (thousand euros) |
The associates are entities through which the group operates in the markets in which they are based (in the segment of stoppers, except US Floors until their disposal in the Floor and Wall Coverings segment), acting as distribution channels of products. The performance in these markets is done through several channels, so these investments, being important, are not considered strategic.
In the fourth quarter of 2016, the US Floors associate was sold. The selling implied a gain of 47.6 M€. Taxes on the disposal amounted to 17.7 M€ and are recognized in the income tax line. The MEP was recognized up to the time of the sale, the gain being calculated with the book value at the date of disposal.
All dividends received in 2016 and 2015 are related to the associate Trescases.
In 2015, the value in "Exchange Difference" refers to the associates Corchos Argentina and US Floors. In 2016 it refers only to the associate Corchos de Argentina.
| 2016 | 2015 | |||||||
|---|---|---|---|---|---|---|---|---|
| Financial stake |
Goodwill | Total | Contribution to net income |
Financial stake |
Goodwill | Total | Contribution to net income |
|
| US Floors | 0 | 0 | 0 | 2,129 | 3,876 | 0 | 3,876 | 1,782 |
| Trescases | 3,899 | 1,715 | 5,614 | -238 | 4,437 | 1,715 | 6,152 | 589 |
| Wine Packaging & Logistic | 1,523 | 0 | 1,523 | -445 | 1,688 | 0 | 1,688 | 75 |
| Corchos Argentina | 2,152 | 0 | 2,152 | 954 | 1,447 | 0 | 1,447 | 667 |
| Other | 161 | 0 | 161 | -16 | 141 | 0 | 141 | -22 |
| End Balance | 7,735 | 1,715 | 9,450 | 2,384 | 11,589 | 1,715 | 13,304 | 3,091 |
(thousand euros)
Most important associate companies are Trescases, Corchos de Argentina and Wine Packaging & Logistic, of which a summary of its financial situation are presented:
| Trescases | US Floors | Corchos Argentina |
Wine Packaging |
Others | |
|---|---|---|---|---|---|
| 2016 | K € | K USD | K ARS | K CLP | K € |
| Current assets | 17,744 | – | 126,338 | 1,128,313 | nd |
| Non-current assets | 982 | – | 5,384 | 7,995,122 | nd |
| Assets | 18,726 | – | 131,722 | 9,123,435 | nd |
| Equity | 9,783 | – | 74,383 | 3,347,803 | 160 |
| Current liabilities | 8,943 | – | 57,339 | 2,378,768 | nd |
| Non-current liabilities | 0 | – | 0 | 3,396,864 | nd |
| Sales | 33,524 | – | 216,438 | 646,831 | nd |
| Operating profit | 2,243 | – | 50,685 | 599,358 | nd |
| Net income | 1,509 | – | 32,945 | 614,878 | -16 |
| Comprehensive income | 1,509 | – | 32,945 | 614,878 | nd |
| 2015 | |||||
| Current assets | 14,977 | 99,827 | 90,153 | 1,702,788 | nd |
| Non-current assets | 1,075 | 3,269 | 4,197 | 5,771,769 | nd |
| Assets | 16,052 | 103,096 | 94,350 | 7,474,557 | nd |
| Equity | 8,874 | 16,876 | 40,660 | 3,931,408 | 142 |
| Current liabilities | 7,178 | 30,704 | 53,690 | 1,459,291 | nd |
| Non-current liabilities | – | 55,516 | – | 2,083,858 | nd |
| Sales | 29,231 | 203,798 | 139,360 | – | nd |
| Operating profit | 1,744 | 19,522 | 22,873 | –116,387 | nd |
| Net income | 1,178 | 7,907 | 13,717 | –35,299 | -22 |
| Comprehensive income | 1,178 | 7,907 | 13,717 | –35,299 | nd |
In addition to the above, the group has significant influence on a set of other individually immaterial associates included in the "Others" column in the previous table.
Assets included in Other financial assets refer essentially to availablefor-sale equity instruments, which are not quoted on an active market and whose fair value is not reliably estimated, and are therefore measured at cost. The assets were acquired with the main purpose of sale or resale, as appropriate, and in certain cases ensuring the maintenance and survival of entities that Corticeira Amorim considers partners for its business. The effective management of the underlying operations and assets continues to be exclusively provided by the partners, serving the financial participation as a mere "guarantee" of the investment made.
The differences between the tax due for the current period and prior periods and the tax already paid or to be paid of said periods is registered as "deferred tax" in the consolidated income statement, according to note II O), and amounts to 1,318 K€ (2015: 1,927 K€).
On the consolidated statement of financial position this effect amounts to 10,004 K€ (31/12/2015: 8,359 K€) as Deferred tax asset, and to 6,856 K€ (31/12/2015: 6,743 K€) as Deferred tax liability.
Deferred tax related with items directly registered in equity was 195 K€ (credit balance) and relates to hedge accounting. No other deferred tax values related with other equity movements were booked.
It is conviction of the Board that, according to its business plan, the amounts registered in deferred tax assets will be recovered as for the tax carry forward losses concerns.
| 2016 | 2015 | |
|---|---|---|
| Related with Inventories and third parties | 5,743 | 5,198 |
| Related with Tax Losses | 1,494 | 939 |
| Related with Fixed Tangible Assets / Intang. / P. Inv. | 1,329 | 1,068 |
| Others | 1,438 | 1,154 |
| Deferred Tax Assets | 10,004 | 8,359 |
| Related with Fixed Tangible Assets | 4,236 | 4,531 |
| Related with other taxable temporary differences | 2,620 | 2,212 |
| Deferred Tax Liabilities | 6,856 | 6,743 |
| Current Income Tax | -39,198 | -19,423 |
| Deferred Income Tax | 1,318 | 1,927 |
| Income Tax | -37,880 | -17,496 |
| (thousand euros) |
The difference between the variation in the financial position and the value expensed in income statement (1,318 K€) is justified by the translation differences (19 K€ debit) in the non-euro subsidiaries
financial position values and by the variation in deferred tax related
with other comprehensive income (195 K€ debit).
Following chart explains the effective income tax rate, from the original income tax rate of most of Portuguese companies:
| Income Tax Conciliation | 2016 | 2015 |
|---|---|---|
| Income Tax – Legal | 21.0% | 21.0% |
| Effect of additional tax rates over base rate (Portugal) | 3.3% | 5.7% |
| Effect of tax benefits/excess of prior estimate | -1.6% | -4.2% |
| Effect of provisions for contingencies | -0.3% | 0.0% |
| Effect of non-taxable gains and losses | -0.3% | 1.1% |
| Effect of different tax rates (foreign subsidiaries) and others | 0.7% | 1.5% |
| Effect of recognising / non-recognising of differed taxes (foreign subs.) | -0.1% | 0.2% |
| Effect of additional taxation on disposal gain of US Floors | 5.8% | – |
| Effect of variation of differed tax liabilities | -1.2% | -1.4% |
| Income tax – effective[1] | 27.4% | 23.9% |
1 Income Tax / Pre-tax Profit, Equity Gains, Non-controlling Interests, non-fiscal impairments and stamp tax provisions
During 2016, a total of 25,401 K€ (2015: 15,611 K€) of income tax was paid. Of this amount, 20,625 K€ (2015: 11,295 K€) was paid in Portugal. In terms of income tax, the increase in the effective rate was mainly due to the fact that the US Floors, Inc. disposal was carried out by a US-based subsidiary, where the tax rate is higher. The approximate value of the tax on the sale of US Floors is € 17.7 million.
Corticeira Amorim and a large group of its Portuguese subsidiaries are taxed since January 1, 2001, as a group special regime for tax purposes (RETGS), as according to article 69, of the income tax code (CIRC). The option for this special regime is renewable every five years.
According to law, tax declarations for Corticeira Amorim and its Portuguese subsidiaries are subject of revision and possible correction from tax authorities generally during the next four years.
No material effects in the financial statements as of December 31, 2016, are expected by the Board of Corticeira Amorim from the revisions of tax declarations that will be held by the tax authorities.
The tax rate applicable to Portuguese subsidiaries is 21%.
The activity of the subsidiaries of the group located outside Portugal is subject to the general tax regime in the respective countries and states. During the year 2016 there were no significant changes in the tax rate applicable to subsidiaries in countries where the group has significant operations, except for the reduction of the general tax rate in Spain from 28% (2015) to 25% (2016).
The only deferred tax amount related to items credited / debited directly in equity is related to the fair value of hedging instruments and amounts to 195 thousand euros (76 thousand euros in 2015).
The amount of deferred taxes is essentially related to temporary differences that can be realized in the short term. The recovery of tax assets is based on future forecasts for normal rates of return for companies and growth in line with those of business units.
Tax losses to be carried forward are related with foreign subsidiaries. Total amounts to 24 M€, of which around 4 M€ are considered to be utilised. These losses can be fully used up to 2021 and beyond.
Tax relating to components of other comprehensive income is as follows:
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| before tax | tax | after tax | before tax | tax | after tax | |
| Itens that could be reclassified through income statement: |
||||||
| Change in derivative financial instru ments fair value |
-1,133 | 195 | -938 | -200 | 76 | -124 |
| Change in translation differences | 1,635 | 0 | 1,635 | 1,030 | 0 | 1,030 |
| Share of other comprehensive income of investments accounted for using the equity method |
66 | 0 | 66 | -382 | 0 | -382 |
| Other comprehensive income | 53 | 0 | 53 | -7 | 0 | -7 |
| Itens that will not be reclassified through income statement: |
||||||
| Gain in treasury stock sale | 0 | 0 | 0 | 25,729 | 0 | 25,729 |
| Other comprehensive income | 621 | 195 | 816 | 26,170 | 76 | 26,246 |
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Goods | 5,731 | 7,818 |
| Finished and semi-finished goods | 97,346 | 109,585 |
| By-products | 230 | 247 |
| Work in progress | 15,126 | 15,244 |
| Raw materials | 153,391 | 141,313 |
| Advances | 2,347 | 1,571 |
| Goods impairments | -734 | -1,036 |
| Finished and semi-finished goods impairments | -3,567 | -1,782 |
| Raw materials impairments | -1,179 | -1,255 |
| Inventories | 268,691 | 271,705 |
| (thousand euros) |
| Impairment losses | 2016 | 2015 |
|---|---|---|
| Initial Balance | 4,073 | 2,413 |
| Increases | 2,220 | 2,179 |
| Decreases | 812 | 519 |
| End Balance | 5,480 | 4,073 |
| (thousand euros) |
Raw materials essentially include reproduction cork ("amadia") and virgin cork from pruning the tree ("falcas") (Raw Material BU), products and work in progress essentially include boiled cork and discs (Raw Materials BU) and finished products essentially include a variety of types of cork stoppers (Cork Stoppers BU), coverings (Floor and Wall Coverings BU) and composite products (Composite Cork BU).
Increases and decreases in inventories impairment are booked on Goods sold and materials consumed in the income statement.
| 2016 | 2015 | |
|---|---|---|
| Gross amount | 153,874 | 144,975 |
| Impairments | -11,998 | -12,429 |
| Trade receivables | 141,876 | 132,546 |
| (thousand euros) | ||
| Impairment losses | 2016 | 2015 |
| Initial Balance | 12,429 | 9,777 |
| Increases | 1,993 | 3,408 |
| (thousand euros) | ||
|---|---|---|
| End Balance | 11,998 | 12,429 |
| Others | -1,242 | -245 |
| Decreases | 1,182 | 511 |
| Increases | 1,993 | 3,408 |
Increases and decreases were recognized under impairment of assets caption in the income statement.
At the end of each period, Trade receivables credit quality is analysed. Due to specific business environment, balances unpaid up to 90 days are not impaired. From 90 to 120 days a 30% impairment register is considered and from 120 to 180 days 60%. Over 180 days as well as all doubtful balances are fully impaired. These rules do not overcome specific cases analysis.
Due and past due balances are as follows:
| 2016 | 2015 | |
|---|---|---|
| Due | 115 | 103 |
| Past due between 0 and 90 days | 24 | 27 |
| Past due between 90 and 120 days | 2 | 2 |
| Past due between 120 and 180 days | 3 | 3 |
| Doubtful and past due over 180 days | 9 | 10 |
| Impairment | 12 | 13 |
| (million euros) |
| xVII |
|---|
| OTHER ASSETS |
| 2016 | 2015 | |
|---|---|---|
| Income tax – advances / minimum / excess est. | 715 | 811 |
| Income tax – advances | 3,317 | 1,983 |
| Income tax – withholding | 182 | 345 |
| Income tax – special payment (RERD) | 2,587 | 4,265 |
| Income tax – special payment (RERD) impairment | -2,587 | -4,265 |
| Income tax – special payment (PERES) | 5,383 | – |
| Income tax – special payment (PERES) impairment | -5,383 | – |
| Income tax | 4,214 | 3,139 |
| (thousand euros) |
The amount of 4,265 K€ of RERD in 2015 refers to a payment made under (thousand euros) an exceptional regime of regularisation of debts to the tax authority and to social security (DL 151-A/2013) (RERD). Corticeira Amorim has decided to partially adhere. A total of 4,265 K€ was paid in December 2014. This payment refers to stamp tax (1,678 K€) and income tax cases (2,587 K€). The amount related with stamp tax was provisioned. As for the income tax cases, they were already provisioned, including late payment interest.
During 2016, Corticeira Amorim was notified that its appeal regarding the tax procedure related to the Stamp tax paid in the RERD was almost entirely won. The value of the reversal of the respective provisions was of 1.7 M€, positively affecting the financial result. As these processes were included in the 2013 RERD, and consequently paid to date, Corticeira Amorim was reimbursed at approximately 1.2 M€.
At the end of 2016, a special Plan for the Reduction of Indebtedness to the State (PERES) was approved by Decree-Law no. 67/2016. Corticeira Amorim decided to partially adhere to that measure. In December, approximately 7.4 M€ were paid in respect of Stamp Tax / VAT (€ 2 M) and Income Tax (IRC) in the amount of 5.4 M€.
To be noted that Corticeira Amorim was not a debtor to the social security and to the tax authority. Those amounts were subject to court ruling. The cases that were chosen to adhere are old cases but, in circumstance of unfavourable ruling by the court, the outcome could impose heavy penalties and late payment interests.
RERD and PERES allowed for the payment of the capital without any payment regarding late payment interests and other costs. Due to the fact that adhesion to RERD and PERES does not imply a mandatory abandonment of the court cases and those processes are still in court, Corticeira Amorim will continue to fight for its rights.
The liability amount under this caption includes the estimate of income tax payable by some subsidiaries when the tax return for the year 2015 is presented.
| 2016 | 2015 | |
|---|---|---|
| Advances to suppliers / suppliers | 3,558 | 2,133 |
| Accrued income | 773 | 996 |
| Deferred costs | 1,224 | 2,565 |
| Hedge accounting assets | 0 | 1,051 |
| VAT | 18,898 | 18,771 |
| Stamp tax/VAT – special payment (PERES) | 2,051 | – |
| Stamp tax/VAT – special payment (PERES) impairment | -2,051 | – |
| Others | 4,796 | 3,162 |
| Other current assets | 29,249 | 28,678 |
As of December 31, 2016 and 2015, there were no overdue in the amounts of VAT.
| 2016 | 2015 | |
|---|---|---|
| Cash | 463 | 167 |
| Bank Balances | 47,938 | 6,412 |
| Time Deposits | 2,588 | 794 |
| Others | 131 | 89 |
| Cash and cash equivalents as for financial position | 51,119 | 7,461 |
| Overdrafts | -15,736 | -12,120 |
| Cash and cash equivalents as for cash flow statement |
35,383 | -4,659 |
(thousand euros)
As of December 31, 2015, the share capital is represented by 133,000,000 ordinary registered shares, conferring dividends, with a par value of 1 Euro.
The Board of Corticeira Amorim is authorised to raise the share capital, one or more times, respecting the conditions of the commercial law, up to 250,000,000 €.
In mid-September 2015 Corticeira Amorim sold all of its long held treasury stock. This operation took place in the form of a private offer for sale of 7,399,262 shares, representing 5.56% of share capital at a price of 4.45 euros per share. Total cash inflow was 32.9 M€. Since this operation involves shareholders but no company control change, the registered gain from the sale was recorded directly in equity (25.7 M€).
As of December 31, 2016, Corticeira Amorim held no treasury stock
No sales and purchases were registered during 2016.
Legal reserve and share premium are under the legal reserve rule and can only be used for (art. 296 CSC):
Legal reserve and share premium values are originated from Corticeira Amorim, SGPS, S.A. books.
Value is composed from other reserves account and prior year's results of Corticeira Amorim, SGPS, S.A. books, as well as non-distributed cumulative results of Corticeira Amorim, SGPS, S.A. subsidiaries.
Individual accounts of Corticeira Amorim registered distributable reserves as dividends, considering 2016 net profits, amounting to 76,837 K€.
In the Shareholders' General Meeting of March 30, 2016 and November 28, 2016, a dividend distribution of 0.16 and 0.08 euros per share was approved.
| 2016 | 2015 | |
|---|---|---|
| Approved dividends | 31,920 | 51,205 |
| Portion attributable to own shares | 0 | -1,036 |
| Dividends paid | 31,920 | 50,169 |
| (thousand euros) |
| 2016 | 2015 | |
|---|---|---|
| Initial Balance | 354,133 | 315,569 |
| Change in treasury stock | 0 | 7,197 |
| Gain in treasury stock sale | 0 | 25,729 |
| Dividends paid | -31,920 | -50,169 |
| Change in hedge accounting adjustments | -938 | -124 |
| Change in translation differences | 1,635 | 1,030 |
| Others | -1,196 | -86 |
| Net Income | 102,703 | 55,012 |
| Change in Non-controlling Interests (note XVIII) |
2,525 | -25 |
| End Balance | 426,942 | 354,133 |
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Initial Balance | 13,368 | 13,393 |
| In / Out | 0 | 13 |
| Results | 2,010 | 558 |
| Dividends | -799 | -293 |
| Exchange Differences | 529 | -303 |
| Others | 785 | 0 |
| End Balance | 15,893 | 13,368 |
(thousand euros)
The amount of Dividends corresponds to the amounts paid by the entities to non-controlling interests. Movement in Others resulted from the spin-off of the spirits business (materialized in the subsidiaries Amorim Bartop and Amorim Top Series) with the entry of a minority.
| 2016 | 2015 | |||||
|---|---|---|---|---|---|---|
| Impact on Balance Sheet |
Impact on Net Income |
Dividends paid |
Impact on Balance Sheet |
Impact on Net Income |
Dividends paid |
|
| Trefinos | 1,713 | 196 | 136 | 1,653 | 152 | 73 |
| Francisco Oller | 2,030 | 177 | 34 | 1,885 | 176 | 21 |
| Amorim Isolamentos | 1,923 | 241 | 140 | 1,822 | 90 | 40 |
| Industria Corchera | 6,672 | 242 | 135 | 5,999 | 27 | - |
| Timberman | 798 | 429 | 197 | 564 | 221 | - |
| Victor y Amorim | 799 | 138 | 158 | 818 | 158 | 153 |
| Amorim Bartop | 12 | -1 | – | – | – | – |
| Amorim Top Series | 1,494 | 721 | – | – | – | – |
| Other | 450 | -134 | – | 627 | -266 | 7 |
| End Balance | 15,892 | 2,010 | 799 | 13,368 | 558 | 293 |
| (thousand euros) |
Summary indicators of the main subsidiaries with non-controlling interests:
| Trefinos | Francisco Oller |
Amorim Isolamentos |
Amorim Bartop |
Amorim Top Series |
Industria Corchera |
Timberman | Victor y Amorim |
|
|---|---|---|---|---|---|---|---|---|
| 2016 | K € | K € | K € | K € | K € | K CLP | K DKK | K € |
| Current assets | 14,624 | 13,719 | 7,811 | 4 | 17,839 | 11,080,563 | 30,425 | 1,883 |
| Non-current assets | 12,779 | 18,517 | 4,179 | 4,000 | 2,149 | 4,079,123 | 2,412 | 660 |
| Assets | 27,403 | 32,236 | 11,990 | 4,005 | 19,987 | 15,159,686 | 32,838 | 2,544 |
| Total Equity | 18,595 | 24,289 | 9,403 | 4,003 | 9,976 | 9,070,950 | 13,499 | 1,599 |
| Current liabilities | 7,408 | 5,673 | 1,939 | 2 | 9,722 | 6,088,736 | 18,876 | 944 |
| Non-current liabilities | 1,400 | 2,274 | 648 | 0 | 289 | 0 | 463 | 0 |
| Sales | 29,561 | 23,903 | 11,463 | 0 | 28,554 | 14,583,429 | 107,261 | 5,191 |
| Operating profit | 3,058 | 2,747 | 1,589 | -2 | 7,859 | 512,925 | 7,360 | 373 |
| Net Income | 2,524 | 2,170 | 1,205 | -2 | 5,976 | 259,801 | 5,211 | 276 |
| Comprehensive income | 2,524 | 2,170 | 1,205 | -2 | 5,976 | 259,801 | 5,211 | 276 |
| Cash flow from operating activities | 3,544 | 2,786 | 2,743 | -1 | 1,460 | 574,592 | 3,912 | 277 |
| Cash flow from investing activities | -2,665 | -3,876 | -321 | -4,000 | -1,475 | -241,633 | 194 | -83 |
| Cash flow from financing activities | -452 | 960 | -2,096 | 3,955 | 44 | -452,558 | -4,189 | -321 |
| Net cash flow | 426 | -130 | 326 | -46 | 29 | -119,600 | -83 | -127 |
| 2015 | ||||||||
| Current assets | 14,435 | 12,464 | 7,730 | 50 | 0 | 11,899,065 | 26,412 | 2,195 |
| Non-current assets | 10,832 | 15,674 | 4,461 | 0 | 0 | 4,570,694 | 4,449 | 623 |
| Assets | 25,267 | 28,138 | 12,191 | 50 | 0 | 16,469,759 | 30,861 | 2,818 |
| Total Equity | 17,571 | 22,520 | 8,898 | 50 | 0 | 9,006,634 | 11,288 | 1,638 |
| Current liabilities | 7,591 | 4,504 | 2,423 | 0 | 0 | 7,369,017 | 17,092 | 1,180 |
| Non-current liabilities | 104 | 1,114 | 869 | 0 | 0 | 94,108 | 2,481 | 0 |
| Sales | 27,677 | 22,516 | 10,064 | 0 | 0 | 13,064,702 | 83,157 | 4,947 |
| Operating profit | 2,365 | 2,765 | 812 | 0 | 0 | -117,572 | 5,093 | 426 |
| Net Income | 1,680 | 2,071 | 627 | 0 | 0 | -203,723 | 4,095 | 321 |
| Comprehensive income | 1,680 | 2,071 | 627 | 0 | 0 | -203,723 | 4,095 | 321 |
| Cash flow from operating activities | 2,339 | 3,073 | 1,954 | 0 | 0 | 679,426 | 7,070 | 320 |
| Cash flow from investing activities | -1,420 | -1,209 | -257 | 0 | 0 | -124,281 | -781 | -12 |
| Cash flow from financing activities | -1,730 | -1,761 | -1,217 | 50 | 0 | -225,452 | -6,232 | -324 |
| Net cash flow | -810 | 103 | 480 | 50 | 0 | 329,693 | 57 | -16 |
(thousand euros)
At year-end, interest bearing loans was as follows:
| 2016 | 2015 | |
|---|---|---|
| Overdrafts and Bank loans | 40,399 | 40,179 |
| Bonds | 0 | 9,967 |
| Commercial Paper | 8,000 | 0 |
| Interest-bearing loans – current | 48,399 | 50,146 |
| (thousand euros) |
Loans were denominated in euros, except 31% (2015: 41%).
| 2016 | 2015 | |
|---|---|---|
| Bank loans | 38,492 | 39,940 |
| Reimbursable subsidies | 117 | 1,271 |
| Interest-bearing loans – non-current | 38,609 | 41,211 |
| (thousand euros) |
At the end of 2016, loans were denominated in euros 100% (2015: 91%) and USD 0% (2015: 8%).
As of December 31, 2016, maturity of non-current interest bearing debt was as follows:
| (thousand euros) | |
|---|---|
| Total | 38,609 |
| After 01/01/2021 | 25,000 |
| Between 01/01/2020 and 31/12/2020 | 5,000 |
| Between 01/01/2019 and 31/12/2019 | 5,469 |
| Between 01/01/2018 and 31/12/2018 | 3,140 |
From non-current and current interest bearing debt, 62,008 K€ carries floating interest rates. Remaining 25,000 K€ carries fixed interest rate. Average cost, during 2015, for all the credit utilized was 1.80% (2015: 2.05%).
Note that at the end of the first quarter Corticeira Amorim effected a loan agreement with the EIB. This ten year loan, in the amount of 35 M€, with a grace period of four years, was negotiated at an all-in cost lower than any existing loan to date. With this financing Corticeira Amorim could substantially lengthen the terms of its debt and, at same time, lowering considerably average rate of interest-bearing debt.
As of December 2016, Corticeira Amorim had credit lines with contractual clauses that include covenants generally used in these type of contracts, namely: cross-default, pari-passu and in some cases negative pledge.
As of December 31, 2016 two foreign subsidiaries had a 0.9 million euro loan mortgage guarantee. The accounting value of these properties is 2,800 K€. These properties are booked in Fixed Assets Tangible in Land and Buildings.
At the same date, Corticeira Amorim had utilized credit lines with associated financial covenants. These included, namely, ratios accomplishment that allowed for an accompaniment of the financial position of the company, most of all its capacity to pay its debt, of which the most important is Debt to EBITDA ratio (net interest bearing debt/current EBITDA). Also ratio related with balance sheet structure.
As of December 31, 2016, these ratios were as follows:
| Net interest bearing debt / current EBITDA (X) | 0.29 |
|---|---|
| Equity / Assets | 58.7% |
Ratios above fully and easily accomplished the demands of the contracts that formalized said loans. If by chance they did not accomplish the possibility of an early payment was conceivable.
On top of the said full accomplishment, it has to be noted that the capacity of full repayment was reinforced by the existence, as of that date, of non-used credit lines that amounted to 116 M€.
From the total values, 51% comes from Cork Stoppers BU (2015: 49%) and 23% from Raw Materials BU (2015: 25%).
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Non interest bearing grants | 8,702 | 8,794 |
| Other | 1,370 | 1,221 |
| Other loans and creditors – non current | 10,072 | 10,015 |
| Non interest bearing grants | 1,175 | 3,381 |
| Accrued costs – staff costs | 12,832 | 11,527 |
| Accrued costs – supplies and services | 3,023 | 2,371 |
| Accrued costs – others | 7,496 | 8,592 |
| Deferred income – grants | 5,244 | 5,148 |
| Deferred income – others | -123 | 110 |
| VAT | 6,970 | 7,136 |
| State and social security – withholding and others |
5,438 | 6,214 |
| Other | 7,576 | 5,038 |
| Other loans and creditors – current | 49,631 | 49,518 |
| (no interest bearing) | 2016 | 2015 |
|---|---|---|
| Opening Balance | 5,148 | 6,130 |
| Transfer to gains | -2,028 | -1,473 |
| Received during the year | 0 | 345 |
| Reclassifications / Transfers | 2,125 | 146 |
| Closing Balance | 5,244 | 5,148 |
| Reimbursable grants (no interest bearing) |
2016 | 2015 |
| Opening Balance | 12,175 | 13,435 |
| Paid during the year | -4,034 | -2,229 |
| Received during the year | 2,204 | 1,750 |
| Reclassifications / Transfers | -468 | -781 |
| Closing Balance | 9,877 | 12,175 |
| (thousand euros) |
Non-reimbursable grants
(thousand euros)
In 7,576 K€ (2015: 5,714 K€) is included a value of 2,989 K€ (2015: 449 K€), which refers to the fair value of exchange risk and interest rate risk derivatives.
In Other loans and creditors – non-current (10,072 K€), maturity is as follows: 2018 (3,138 K€), 2019 (5,423 K€), 2020 (638 K€) and 2021 and further (873 K€).
"Transfers" is due largely to reimbursable benefits that were in the meantime, in some subsidiaries, converted into non-reimbursable and to the recognition of interest through measurement at amortized cost.
Most of the grants received by Corticeira Amorim is intended for investments aimed at increasing the production capacity and modernization of industrial facilities, improving the quality of manufactured products, or improving energy and utilizing its main raw material (cork).
Most of the projects that gave rise to grants classified as repayable; these are normally subject to evaluation, already at cruising stage, and if agreed targets are met, part or even all of the allowance is converted into non-refundable.
There are no unpaid amounts associated with subsidies classified as non-refundable, nor are there conditions that are not yet to be met for recognition.
| 2016 | 2015 | |
|---|---|---|
| Subcontractors | 2,669 | 2,825 |
| Special Services | 8,390 | 9,526 |
| Advertising | 6,321 | 6,897 |
| Security | 1,004 | 1,028 |
| Professional Fees | 1,143 | 987 |
| Commissions | 7,072 | 6,900 |
| Maintenance | 8,920 | 8,193 |
| Tools | 1,557 | 1,545 |
| Power | 12,153 | 11,917 |
| Oil and gas | 1,673 | 1,660 |
| Travel | 4,375 | 4,128 |
| Transports | 22,854 | 22,381 |
| Rentals | 4,948 | 4,815 |
| Communications | 1,415 | 1,221 |
| Insurance | 3,243 | 3,175 |
| Representation expenses | 1,009 | 897 |
| Data systems | 4,885 | 4,195 |
| Others | 9,926 | 8,706 |
| Capitalized Costs | -555 | -459 |
| Third party supplies and services | 103,001 | 100,538 |
| 2016 | 2015 | |
|---|---|---|
| Board remuneration | 680 | 644 |
| Employees remuneration | 87,853 | 85,575 |
| Social Security and other | 17,830 | 16,968 |
| Severance costs | 2,038 | 3,386 |
| Other | 5,154 | 5,462 |
| Capitalized Costs | -264 | -154 |
| Staff costs | 113,291 | 111,881 |
| Average number of employees | 3,655 | 3,636 |
| Final number of employees | 3,602 | 3,537 |
| (thousand euros) |
Board's remuneration includes Corticeira Amorim, SGPS, SA and any of its subsidiaries. Includes also Fiscal Board and General Meeting board members expenses. Amounts stated in this chart derive from the company's books, and so refers to amounts expensed during the period.
Contributions related with defined contributions plans amounted to 360 K€ (2015: 214 K€).
| 2016 | 2015 | |
|---|---|---|
| Receivables | 594 | 3,117 |
| Inventories | -190 | 0 |
| Tangible assets | 325 | -106 |
| Others | 0 | 281 |
| Impairments of assets and non-current costs | 729 | 3,291 |
| (thousand euros) |
Receivables include customers and debtors.
| 2016 | 2015 | |
|---|---|---|
| Provision for labor, customs and Argentine Central Bank litigation |
-2,550 | 0 |
| Directors non-compete / SIBL staff costs | -1,803 | 0 |
| Goodwill impairment | 0 | -2,904 |
| Non-current costs | -4,353 | -2,904 |
| (thousand euros) |
| In 1H2015, goodwill impairment was recorded as described in Note X. | |||
|---|---|---|---|
The most significant amount of non-recurring expenses recorded in 2016 relates to provisions for labor, customs and labor lawsuits with the Argentine Central Bank. Due to the difficulties that existed in the subsidiary deactivated more than four years ago, a decision was made to prepare its liquidation, and management reassessed the likelihood of losses in the processes.
In addition, the expense relating to a directors' non-compete clause, as well as the compensation effect relating to the management of a North African subsidiary, was recognized.
| 2016 | 2015 | |
|---|---|---|
| Exchange rate hedging: exchange differences | 3,079 | 0 |
| Exchange rate hedging: var. derivative fair value | -2,299 | 0 |
| Gain in fixed assets and p. investment disposals | 493 | 129 |
| Provisions reversals | 179 | 132 |
| Operating subsidies | 566 | 877 |
| Investment subsidies | 1,923 | 1,473 |
| Suplementary income | 1,537 | 1,726 |
| Building rentals | 172 | 202 |
| Own works | 25 | 329 |
| Gain in inventory differences | 0 | 17 |
| Other | 3,922 | 4,049 |
| Other operating gains | 9,596 | 8,934 |
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Exchange rate hedging: exchange differences | 0 | 5,537 |
| Exchange rate hedging: var. derivative fair value | 0 | -2,886 |
| Taxes (other than income) | 1,432 | 1,364 |
| Provisions | 117 | 393 |
| Loss in fixed assets and p. investment disposals | 256 | 241 |
| Bank charges | 688 | 428 |
| Bad debts | 357 | 282 |
| Loss in inventory differences | 128 | 88 |
| Donations and fees | 367 | 480 |
| Other | 1,588 | 2,189 |
| Other operating costs | 4,932 | 8,117 |
(thousand euros)
| 2016 | 2015 | |
|---|---|---|
| Interest costs – bank loans | 1,156 | 1,461 |
| Interest costs – other entities | 490 | 678 |
| Stamp tax | -2,589 | 315 |
| Interest costs – other | 84 | 393 |
| Financial costs | -860 | 2,847 |
| Interest gains – bank deposits | 29 | 33 |
| Interest gains – delayed payments | 5 | 16 |
| Interest gains – other | 53 | 10 |
| Financial income | 88 | 58 |
| (thousand euros) |
In the value of Stamp tax and Other was included the reversal of impairment related to the amount paid in RERD that was earned in a lawsuit, reduction of provisions in terminated lawsuit and default interest of proceedings paid in PERES of 2.7 M€. In 2015 the provision for settlements of this tax was 212 K€.
Interest costs – other entities includes 11 K€ (2015: 214 K€) due to interest rate swap differential, as well as 335 K€ (2015: 388 K€) related with interest discount deriving from non-interest bearing loans.
As for 2015, the value of 393 K€ includes the gain coming from the variation in the swap Fair Value (195 K€), as well as costs related with loans commissions and others, as well as costs related with the treasury stock sale.
Corticeira Amorim consolidates indirectly in Amorim – Investimentos e Participações, S.G.P.S., S.A. with head-office at Mozelos (Santa Maria da Feira, Portugal), Amorim Group holding company. During 2016, Interfamilia II, S.G.P.S., S.A incorporate with Amorim – Investimentos e Participações, S.G.P.S., S.A. (AIP).
As of December 31, 2016 and 2015, financial stake of Amorim Group in Corticeira Amorim was 51% of its share capital.
Corticeira Amorim related party transactions are, in general, due to the rendering of services through some of AIP subsidiaries (Amorim Serviços e Gestão, S.A., Amorim Viagens e Turismo, S.A., OSI – Sistemas Informáticos e Electrotécnicos, Lda.). Total sales of these subsidiaries to the remaining Corticeira Amorim companies totalled 8,110 K€ (2015: 7,627 K€).
Sales from Quinta Nova, S.A., Amorim – Investimentos e Participações, S.G.P.S., S.A. subsidiary to Corticeira Amorim subsidiaries reached 72 K€ (2015: 23 K€). Purchases totaled 86 K€.
Cork acquired during 2015, from companies held by the main indirect shareholders of Corticeira Amorim, amounted to 852 K€ (2015: 1,317 K€). This corresponds to less than 2% of total acquisitions of that cork raw-material.
Balances at year-end 2016 and 2015 are those resulting from the usual payment terms (from 30 to 60 days) and so are considered to be immaterial.
All transactions with related-parties are based on market prices. When a transaction cannot use that policy, it is used the "cost plus" basis ranging from 2% to 5%.
During 2015 no transactions were made and no balances booked with related parties Amorim Capital, SGPS, SA, Amorim Investimentos e Participações, SGPS, SA.
Total Corticeira Amorim key staff short-term remuneration (includes executive committee of SGPS and general managers of the Business Units) reached 3,394 K€ during 2016 (2015: 2,279 K€). No payments were made related with post-employment benefits, other long-term benefits, termination benefits and equity compensation benefits.
| 2016 | 2015 | |
|---|---|---|
| Income tax | 26,172 | 29,896 |
| Guarantees to customers | 536 | 364 |
| Others | 3,954 | 1,967 |
| Provisions | 30,661 | 32,227 |
| (thousand euros) |
During the year, the provisions in the Balance Sheet decreased by 1.6 M€. The decrease in the provision for tax contingencies was 3.7 M€ and the provision for other events increased by 2.0 M€.
The main reduction in the provision for tax contingencies is explained by the payment made under PERES (payment of 7.4 M€), which implied that the provisions for tax payable and interest are no longer recognized. The main enhancement of this caption is related to the provision for tax benefits that had a net increase of 3.9 M€.
Tax cases are in general related with Portuguese companies. The most recent fiscal year analysed by Portuguese tax authorities was 2014. It should be noted, however, that the approval of the tax benefits cannot be considered as complete, since their obligations continue for several years.
These tax cases are basically related with questions like non-remunerated guarantees given between group companies, group loans (stamp tax), interest costs of holding companies (SGPS), and with the acceptance as fiscal costs of losses related with the closing of subsidiaries.
Claims by the tax authorities are related with income tax, stamp tax and marginally VAT.
Income tax provisions refer to live tax cases, in court or not, as well as accounting recorded situations that can raise questions in future inspections by the tax authority.
At the end of each year, an analysis of the tax cases is made. The procedural development of each case is important to decide new provisions, or reverse or reinforce existing provisions. Provisions correspond to situations that, for its procedural development or for doctrine and jurisprudence newly issued, indicate a probability of an unfavourable outcome for Corticeira Amorim and, if that happens, a cash outflow can be reasonably estimated.
Note that during the year there were no developments worthy of note in the processes mentioned above.
The value of tax processes to date for the 2016 accounts amounted to 10.0 M€, for which 8 M€ of provisions were recognized, corresponding to 80% of that amount. For cases for which provisions were recorded, an estimated value of 1.6 M€ of default interest was recorded.
In addition to the tax provisions referred to above, Corticeira Amorim has recorded a provision to cover the tax benefits to apply for 2016 and applied in previous years. The certification requirement of expenses eligible in SIFIDE projects, the requirement for maintenance of jobs over five years in RFAI projects as well as other constraints to the realization of benefits, has led Corticeira Amorim to record provisions in order to take account of future and probable breaches of such requirements. This provision at the end of 2016 has a value of 14.2 M€.
To note that, Corticeira Amorim has been set aside provisions due to uncertainty about the acceptance by tax authorities of the existence of tax losses in two Spanish subsidiaries. The provision at the end of 2016 was 2.6 M€.
Total contingent liability resulting from not accrued tax proceedings and other contingencies unrecorded liabilities, amounts to 4.8 M€.
Corticeira Amorim made in 2013 payments for taxes and social security in the amount of 4.6 M€, of which the most important is for payment established by Decree Law 151-A / 2013 (RERD) worth 4.3 M€. This payment does not imply the abandonment of Corticeira Amorim of the defence of its own interest in these processes.
In 2016 the final decision of one of the lawsuits regarding stamp taxes was partially won by Corticeira Amorim, which received 1.2 M€ of the value paid of 1.7 M€. Accordingly, the amount remaining outstanding of ongoing proceedings paid under the RERD is 2.6 M€.
As already mentioned in 2016, an amount of 7.4 M€ was paid under PERES, which does not imply Corticeira Amorim's neglecting of the defense of its proceedings.
In addition to these processes, Corticeira Amorim has a large number of other favourable processes. They refer, in essence, to payments related with autonomous taxation, inspection fees and tax benefits. The value of these processes amounts to 1.1 M€, which is not recorded as part of its assets. Total contingent assets amounts to 11.4 M€.
It is considered correct the total value of 26.1 M€ of provisions related with contingencies regarding income tax and 4.5 M€ regarding other contingencies.
The movements in the provisions account for the year were as follows:
| Tax Contingencies | ||||||
|---|---|---|---|---|---|---|
| Income tax |
Stamp tax | Others | Customer Guarantee |
Others | ||
| Opening balance 2015 | 22,634 | 2,974 | 8 | 726 | 1,609 | 27,951 |
| Recognition | ||||||
| Other Costs – Note XXVII | 33 | 360 | 393 | |||
| Financial costs – Note XXVIII | 212 | 212 | ||||
| Income tax | 4,913 | 4,913 | ||||
| Reversal | ||||||
| Sales | -363 | -363 | ||||
| Other gains – Note XXVII | -132 | -132 | ||||
| Income tax | -654 | -654 | ||||
| Translation differences | 12 | 12 | ||||
| Direct allocation | -106 | -106 | ||||
| Ending balance 2015 | 26,806 | 3,080 | 8 | 364 | 1,969 | 32,227 |
| Opening balance 2016 | 26,806 | 3,080 | 8 | 364 | 1,969 | 32,227 |
| Recognition | ||||||
| Other costs – Note XXVII | 191 | 191 | ||||
| Non-current costs | 2,550 | 2,550 | ||||
| Sales | 171 | 171 | ||||
| Income tax | 6,765 | 6,765 | ||||
| Reversal | ||||||
| Financial costs – Note XXVIII | -1,477 | -1,477 | ||||
| Other gains – Note XXVII | -6 | -174 | -180 | |||
| Income tax | -1,582 | -1,582 | ||||
| Transfer to PERES impairment | -5,880 | -1,542 | -7,422 | |||
| Translation differences | -2 | -4 | -6 | |||
| Direct allocation | -576 | -576 | ||||
| Ending balance 2016 | 26,100 | 62 | 8 | 535 | 3,957 | 30,661 |
| (thousand euros) |
During its operating activities Corticeira Amorim issued in favour of third-parties guarantees amounting to 4,714 K€.
In the previous year, an amount of € 113,501 was disclosed, which included guarantees for tax proceedings that were fully provisioned and comfort letters / bank guarantees to interconnected companies and which correspond to liabilities of the consolidated financial statements, and therefore do not represent any contingency for the Group. In order to only disclose the guarantees that are not liabilities of the Group, as of this year, this accounts will no longer include the guarantees referred in the previous sentence.
| Beneficiary | Amount | Purpose |
|---|---|---|
| Government agencies | 4,591 | Capex grants / subsidies |
| Other | 123 | Miscellaneous guarantees |
| TOTAL | 4,714 | |
(thousand euros)
As of December 31, 2016, future expenditure resulting from long-term motor vehicle rentals totals 1,695 K€, and for computer hardware and software totals 385 K€. Total is due 2017 (243 K€), 2018 (352 K€), 2019 (632 K€), 2020 (767 K€) and 2021 and further (86 K€).
Commitments related with fixed assets totalled 3,740 K€, all expected to be materialized during 2016. Cork purchase commitments amount to 17,441 K€ (2017: 13,620 K€; 2018: 3,241 K€ and 2019: 580 K€).
As of December 31, 2016, forward outright and options contracts related with sales currencies were as follows:
| 2016 | 2015 | |||
|---|---|---|---|---|
| USD | 30,881 | 90% | 43,307 | 95% |
| ZAR | 3,279 | 10% | 2,027 | 4% |
| HUF | 162 | 0% | 161 | 0% |
| Forward – long positions |
34,322 | 100% | 45,495 | 100% |
| USD | - | - | 4,503 | 100% |
| Forward – short positions |
- | - | 4,503 | 100% |
| USD | 24,860 | 100% | 26,321 | 100% |
| Options – long positions |
24,860 | 100% | 26,321 | 100% |
| USD | - | - | 6,900 | 100% |
| Options – short positions |
- | - | 6,900 | 100% |
(thousand euros)
It is expected that hedged highly probable transactions in foreign currencies occur during the first half of 2016. The corresponded value recognised in equity as hedge accounting will be recorded in income statement in that same period.
The amount recognised in comprehensive income statement as "change in derivative financial instruments fair value" reached 938 thousand euros (2015: -124 thousand euros).
In relation with fair value hedging, during 2016 a gain of 3,079 thousand euros was recorded in the hedging instruments (2015: gain of 2,886 thousand euros) and a loss of 2,299 thousand euros was recorded in the hedged items (2015: loss of 5,537 thousand euros). As of December 31, 2016, notional for long positions reached 14.3 million euros regarding fair value hedging.
PricewaterhouseCoopers auditor's remuneration for the group of subsidiaries and for Corticeira Amorim was 443 K€ (2015: 442 K€) and detailed as follows:
| Nature of service | Audit | Other assurance services |
Tax advisory | Other services |
Total |
|---|---|---|---|---|---|
| PwC SROC | |||||
| 54,000 | – | – | – | 54,000 | |
| Corticeira Amorim | 100% | 0% | 0% | 0% | 100% |
| 158,400 | 22,824 | 5,549 | 8,150 | 194,923 | |
| Entities that integrate the group | 81% | 12% | 3% | 4% | 100% |
| 212,400 | 22,824 | 5,549 | 8,150 | 248,923 | |
| Total | 85% | 9% | 2% | 3% | 100% |
| PwC network Companies | |||||
| Corticeira Amorim | – | – | – | – | – |
| 0% | 0% | 0% | 0% | 0% | |
| Entities that integrate the group | 113,700 | – | – | 80,411 | 194,111 |
| 59% | 0% | 0% | 41% | 100% | |
| 113,700 | – | – | 80,411 | 194,111 | |
| Total | 59% | 0% | 0% | 41% | 100% |
| Total | |||||
| 54,000 | – | – | – | 54,000 | |
| Corticeira Amorim | 100% | 0% | 0% | 0% | 100% |
| 272,100 | 22,824 | 5,549 | 88,561 | 389,034 | |
| Entities that integrate the group | 70% | 6% | 1% | 23% | 100% |
| 326,100 | 22,824 | 5,549 | 88,561 | 443,034 | |
| Total | 74% | 5% | 1% | 20% | 100% |
The Other assurance services includes the certification of investment expenditure statements, the issuance of a report on pro forma financial statements, the verification of the sustainability report and the issue of a merger report.
Tax advisory includes benchmarking of transfer pricing.
The Other Services include, among others: customer satisfaction study, pricing analysis and profitability, support for grant applications.
Corticeira Amorim sales are composed by a wide range of products that are sold through all the five continents, over 100 countries. Due to this notorious variety of products and markets, it is not considered that this activity is concentrated in any special period of the year. Traditionally first half, specially the second quarter, has been the best in sales; third and fourth quarter switch as the weakest one.
xxXIV OTHER INFORMATION
a. Net profit per share calculation used the average number of issued shares deducted by the number of average owned shares. The non-existence of potential voting rights justifies the same net profit per share for basic and diluted.
| 2016 | 2015 | |
|---|---|---|
| Total issued shares | 133,000,000 | 133,000,000 |
| Average nr. of treasury shares | 0 | 5,290,979 |
| Average nr. of outstanding shares | 133,000,000 | 127,709,021 |
| Net Profit (thousand euros) | 102,703 | 55,012 |
| Net Profit per share (euros) | 0.772 | 0.431 |
1. The impact of the adoption of the amendments to standards that became effective as of 1 January 2016 is as follows:
of the economic benefits embodied in an asset. It shall be applied prospectively. The adoption of this amendment had no significant impact in the financial statements of the Entity.
a. IFRS 9 (new), 'Financial instruments' (effective for annual periods beginning on or after 1 January 2018). IFRS 9 replaces the guidance in IAS 39, regarding: (i) the classification and measurement of financial assets and liabilities; (ii) the recognition of credit impairment (through the expected credit losses model); and (iii) the hedge accounting requirements and recognition. The future adoption of this amendment in the consolidated financial statements are being evaluated.
b. IFRS 15 (new), 'Revenue from contracts with customers' (effective for annual periods beginning on or after 1 January 2018). This new standard, applies only to contracts with customers to provide goods or services, and requires an entity to recognise revenue when the contractual obligation to deliver the goods or services is satisfied and by the amount that reflects the consideration the entity is expected to be entitled to, following a five step approach. No significant impacts are estimated from the future adoption of this amendment in the consolidated financial statements.
with a share-based payment and pay that amount to the tax authority. The future adoption of this amendment will not have impact in the consolidated financial statements.
a. IFRIC 22 (new), 'Foreign currency transactions and advance consideration' (effective for annual periods beginning on or after 1 January 2018). This interpretation is still subject to endorsement by European Union. An Interpretation to IAS 21 'The effects of changes in foreign exchange rates' it refers to the determination of the "date of transaction" when an entity either pays or receives consideration in advance for foreign currency denominated contracts". The date of transaction determines the exchange rate used to translate the foreign currency transactions. No significant impacts are estimated from the future adoption of this amendment in the consolidated financial statements.
Financial Assets are mainly registered in the Loans and Other Receivables caption. As for Financial Liabilities they are included in the Amortized Liabilities caption.
Detail is as follows:
| Loans and receivables |
Fair value through profit or loss |
Derivatives as hedging |
Available for sale assets |
Total | |
|---|---|---|---|---|---|
| Trade receivables | 132,545 | 132,545 | |||
| Other current assets | 24,919 | 398 | 652 | 4,177 | 30,146 |
| Cash and cash equivalents | 7,461 | 7,461 | |||
| Total as of December 31, 2015 | 164,925 | 398 | 652 | 4,177 | 170,153 |
| Trade receivables | 141,876 | 141,876 | |||
| Other current assets | 27,227 | 3,940 | 31,166 | ||
| Cash and cash equivalents | 51,119 | 51,119 | |||
| Total as of December 31, 2016 | 220,222 | 0 | 0 | 3,940 | 224,162 |
| Fair value through profit or loss |
Derivatives as hedging |
Other financial liabilities at amortized cost |
Total | |
|---|---|---|---|---|
| Interest-bearing loans | 91,357 | 91,357 | ||
| Other borrowings and creditors | -64 | 514 | 53,825 | 54,275 |
| Trade payables | 121,184 | 121,184 | ||
| Total as of December 31, 2015 | -64 | 514 | 266,366 | 266,816 |
| Interest-bearing loans | 87,008 | 87,008 | ||
| Other borrowings and creditors | 597 | 2,392 | 51,593 | 54,581 |
| Trade payables | 109,985 | 109,985 | ||
| Total as of December 31, 2016 | 597 | 2,392 | 248,586 | 251,574 |
| (thousand euros) |
Customers balances are denominated in USD (9.9%), CLP (5.1%), AUD (1.4%), ZAR (0.9%), being the remaining almost totally euro based. As business in Argentina started to be conducted by associate Corchos Argentina, customer's balances in Argentinian pesos (ARS) no longer exist. Exchange differences are due, mainly, to non-euro based customer's balances, as well as foreign currency loans used as a hedge accounting instrument.
Corticeira Amorim understands that the fair value of the classes of financial instruments presented does not differ significantly from its book value, taking into account the contractual conditions of each of these financial instruments.
Current assets and liabilities, given their short-term nature, have an accounting value similar to fair value.
Non-current net debt is mostly payable at a variable rate. The only fixed-rate was contracted during the year 2015. As there were no significant changes in the reference interest rates, the rate does not differ substantially from the current market conditions, and therefore the fair value does not differ significantly from the value Accounting.
In the case of Other Loans Obtained and another Creditors (mainly grants with no interest bearing measured at fair value at initial recognition), given the initial adjustment differential for recognizing in income, maturities and current interest rate levels, difference between book value and fair value is not significant. "
(thousand euros)
Subsequent to December 31, 2016 and as of the date of this report, there were no other material events that would materially affect the financial position and future results of Corticeira Amorim and all subsidiaries included in the consolidation.
Mozelos, February 15, 2017
António Rios de Amorim Chairman
Nuno Filipe Vilela Barroca de Oliveira Vice-Chairman
Fernando José de Araújo dos Santos Almeida Member
Cristina Rios de Amorim Baptista Member
Luísa Alexandra Ramos Amorim Member
Juan Ginesta Viñas Member
Edifício Amorim I Rua de Meladas, n.o 380 Apartado 20 4536-902 MOZELOS – PORTUGAL T: +351 227 475 400 F: +351 227 475 410 [email protected]
www.corticeiraamorim.com
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