Annual Report • Apr 4, 2013
Annual Report
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Relatório e Contas 2012 Annual Report & Accounts
The Novabase way Relatório e Contas 2012 Annual Report & Accounts 2012
"Creativity is intelligence having fun."
A. Einstein
Pensar diferente para fazer a diferença. É a nossa forma de implementar a inovação.
A nossa vida está cheia de tecnologia. Porquê?
Inovamos no que fazemos e como fazemos, criamos soluções focadas nas pessoas.
Our vision is to make life simpler and happier for people and businesses, through technology.
Innovating in what we do and in the way we do it, to create solutions focused on people.
Para torná-la mais simples e mais feliz!
Porque temos uma equipa única. Porque através do Design Thinking chegamos a soluções que os outros não encontram. Porque fazemos dos nossos clientes parceiros.
Because we have a unique team. Because through Design Thinking we find solutions others can't reach. Because we see our clients as partners.
mais fácil com a tecnologia certa. E os negócios também. Nalguns sítios, os actos mais banais do pela tecnologia. Noutros, ela é mais rara e muda, literalmente, vidas. Põe pessoas em contacto e
Changing people's lives. This is what we work for. Around the world.
Because we believe that life can be much easier with the right technology. And business too. In some places, the most common everyday tasks – like reading a newspaper – now involves technology. In others, it is still rare but can, literally, changes lives. It puts people in contact and revolutionizes societies.
Fomos criados para ser felizes
É por isso que para nós, na Novabase, há muito que passámos a olhar para as pessoas. Para os clientes dos as suas necessidades, as suas vontades, as suas emoções. Por isso apostamos no Design no centro das soluções. E estimula-nos a pensar de contrário da tecnologia, nunca
telecomunicações à energia, da tecnologia tem de saber sobre de tecnologia. É fundamental negócio, cada detalhe.
Ao longo destes 20 anos negócios e a vida de milhões aprender e inovar. Os nossos
This is why we, at Novabase, began looking at people a long time ago. At our clients' clients. At you. At people's needs, desires and emotions. Because every situation is unique. We use Design Thinking, a way of working which puts people at the centre of solutions. And encourages us to think creatively and emotionally. Because emotions, unlike technology, are never outdated..
We work in a number of sectors, from banking to transportation, telecommunications to energy, and public administration to health. Because, these days, technology companies must know about much more than just technology. It is essential to understand each business area, and every detail.
For 20 years we have transformed companies, businesses and the lives of millions of people. Always with a tremendous desire to learn and innovate. Our clients recognize our way of being. This motivates us to keep going. To do more.
Nas palavras do CEO Words from the CEO
conseguimos continuamente liderar e inovar? É nisto que múltiplos. Mas soubemos sempre superá-los. Por uma razão muito simples: porque somos apaixonados pela ideia Portugal e, cada vez mais, no mundo, em soluções de negócio baseadas em tecnologia.
das pessoas mais simples e
How, then, are we able to keep leading and innovating? This is what comes to mind to many when hearing about us. And they are right. There have been many challenges. But we have always been able to overcome them. For one very simple reason: because we are passionate about the idea of making a difference in people's lives. This conviction has made us leaders in Portugal and, more and more, throughout the world, in technology-based business solutions.
Pioneers, but with experience in making life simpler and happier for people.
Luís Paulo Salvado Presidente da Comissão Executiva CEO /Chairman of the Executive Committee
I&D
Conheça as histórias da Novabase. As suas histórias.
pessoas. É a pensar nelas que desenvolvemos as nossas soluções. Queremos dar-lhes soluções concretas com impacto nas suas vidas, tornando-as mais simples e mais felizes. É esta a nossa Visão.
Making a difference towards people and for people. It's them we think about when we develop our solutions. We want to bring them real solutions with impact in their lives, making these simpler and happier. That is our Vision.
Desenvolvemos, para um banco português, uma solução que permite gerir as despesas pessoais a partir de um simples extracto de conta. Os clientes ganham assim um maior controlo sobre as suas finanças. É fácil, intuitivo e acessível. Faz aquilo que gostamos de fazer: por a tecnologia ao serviço das pessoas e das suas necessidades.
We developed, for a Portuguese bank, a solution where through a simple account extract it's possible to manage the personal expenses. It allows clients to gain more control over their finances. It's easy, intuitive and accessible. It does what we like to do: place technology at the service of people and their needs.
Quando a maior operadora do Quénia precisou de fazer evoluir os seus múltiplos sistemas de suporte ao negócio a Novabase foi chamada. Definimos um roadmap de CRM e, em verdadeira arquitectura SOA - Service Oriented Architecture –, integrámos os vários sistemas. E funcionou. Sem sobressaltos. Assim, quando a operadora teve de direccionar todos os seus sistemas para a nova rede inteligente, as lojas e o call centre continuaram a funcionar como se nada tivesse acontecido. Os 17 milhões de utilizadores não sentiram nada – a não ser melhorias no serviço.
When Kenya's largest telecommunications operator needed to upgrade its multiple business support systems Novabase stepped in. We developed a CRM roadmap and through a service oriented architecture scheme, we integrated different systems of varied solutions. And it worked. Peacefully. So much so that, when the operator had to change all of its integration systems to the new Intelligent network, daily operations in shops and call centers continued as though nothing was going on. The operator's 17 million clients did not feel a thing – except improvements.
Apostamos no talento e no conhecimento, sem medo de arriscar. Trabalhamos de acordo com os métodos de trabalho mais inovadores, como o Design Thinking. Graças a isso dispomos de soluções únicas, na vanguarda das novas tendências e necessidades.
We invest in talent and knowledge without fear of risking. We work according to the most innovative methodologies, like Design Thinking. And that's why we can provide unique solutions, at the forefront of new trends and needs.
Com base na tecnologia Near Field Communication (NFC), desenvolvemos com a maior operadora privada de transporte de passageiros do mundo uma nova forma de viajar em Nice, França.
Transformando o telemóvel num verdadeiro cartão de transportes sem contacto, é possível fazer todo o tipo de operações: comprar títulos de transporte on-line que ficam residentes no telemóvel, transferir títulos de um telemóvel para outro e saber o saldo disponível em viagens ou em dinheiro, bem como consultar os horários e mesmo as atracções da zona. Um verdadeiro todo-o-terreno da mobilidade urbana, mais amigo dos utilizadores, que evita perdas de tempo e simplifica o seu dia-a-dia.
Based on Near Field Communication (NFC) we developed, with the world's largest private transport operator, a new way of travelling in Nice, France.
Mobile phones were transformed into real travel tickets without contact, allowing several operations: buying new tickets that stay on the mobile, transfer of transport tickets, checking of trips or cash balance, as well as consulting schedules and even local attractions. A real off-road vehicle of urban mobility, it's user friendly and saves time, simplifying your daily life.
Sempre a pensar à frente Always thinking ahead
Story#4
Através de sistemas de negócio e de tecnologias de informação, que incluem soluções inovadoras de gestão da relação com os clientes, dotámos o banco das ferramentas necessárias para, de forma mais eficiente e eficaz, operacionalizar os seus produtos financeiros. Uma transformação rumo à modernidade que lhe dá a capacidade de lançar no mercado produtos e serviços líderes.
Through business systems and information technologies, including innovating solutions for customer relationship, we provided tools and financial products that made this bank more agile and efficient. A transformation towards modernity that allows it to launch leading products and services.
Não nos assustam os contextos difíceis ou arriscados nem a escala dos projectos. Talvez por isso, estamos em diversas partes do mundo a fazer o que outros não conseguiram.
We're not scared by difficult or risky contexts, or by the size of projects. Maybe that's why we are in several parts of the world, doing what others couldn't.
Foi o que fizemos quando o Estado Português nos escolheu para desenvolver o Censos 2011. Com 10,5 milhões de pessoas recenseadas, 50% de respostas online e 71 milhões de páginas digitalizadas, fomos responsáveis pelo transporte, digitalização, reconhecimento dos questionários e processamento dos dados.
That's what we did when the Portuguese State chose us to develop the 2011 Census. With 10,5 million of registered persons, 50% of online answers and 71 million digitalized forms, we were responsible for the transport, digitalisation, questionnaire recognition and data processing.
Integrar as linhas fixas com as dos telemóveis para garantir que nenhuma chamada é perdida. É possível graças à Convergência Fixo-Móvel. Uma solução desenvolvida pela Novabase para empresas de telecomunicações que querem proporcionar aos seus clientes as vantagens de gerir facilmente todas as comunicações. Através de aplicações como voicemail único, grupos de procura e atendedor automático podem ser criados pacotes direccionados a diferentes segmentos de mercado (pequenos negócios, empresas e residências). Gasta-se menos e aumenta-se a produtividade.
Fixed Mobile Convergence is an innovative solution that fully integrates landline and mobile phones, ensuring that no call is missed. It's directed at telecommunications companies that want to give their clients the benefits of an integrated, easy solution to manage all their communications. It increases productivity while reducing costs. Features like single voicemail, hunt groups and the auto attendant enable you to create different packages directed at several market segments (small businesses, enterprises and residential).
Vai sair: basta atender a chamada onde quer que vá. Going out: wherever you are, all you need to do is answer.
Em reunião: através da aplicação móvel, notifica o chamador do seu estado, reencaminha para a secretária ou para o voice mail.
In a meeting: callers are informed and the calls are forwarded to your assistant or voicemail.
We merge design with implementation, we promote a culture of happiness and commitment,
in networks grow we of knowledge and expertise. go.
We develop wherever we
And no matter where we are, we make life
simpler happier. and
Integramos o design com a implementação, promovemos uma cultura de felicidade e compromisso, crescemos em redes de conhecimento e especialidade. Desenvolvemos onde quer que vamos. E onde quer que seja, tornamos a vida mais simples e mais feliz.
Porque parar para pensar é importante, em qualquer negócio, organizamos, todos os anos, as Ntalks. Juntamos pensadores improváveis para conversas que estimulem a curiosidade e o conhecimento. Em 2012 juntámos personalidades de áreas diferentes. Tentámos perceber o que é que uma apresentadora de televisão, que faz trabalho voluntário nas Nações Unidas, um pediatra, um jornalista, um responsável de uma fábrica de automóveis e um cientista podem ter em comum. Criatividade, inovação e emoção foram o ponto de partida. Um evento que voltou a ter como tema central o Design Thinking. A nossa metodologia que coloca as pessoas no centro das soluções.
Because a pause for thought is important in any business, we organize, each year, the Ntalks. We bring different thinkers together for talks that stimulate curiosity and knowledge. In 2012 we gathered personalities of different areas. We tried to understand what a TV presenter who is also a United Nations Ambassador, a paediatrician, a journalist, an automobile industry manager and a scientist, have in common. Creativity, innovation and emotion was the starting point. An event that once again had Design Thinking at the core. Our methodology that places people at the center of solutions.
Do. Estamos na linha da frente das empresas que utilizam o Design Thinking. Uma metodologia que une o lado esquerdo e o lado direito do cérebro e que nos foca nos benefícios que queremos criar para as pessoas. Queremos juntar a ciência com o design, a engenharia com a consultoria, o rigor com a empatia. Numa abordagem sempre multidisciplinar, característica de todas as grandes soluções.
Do. We are at the forefront of companies that use Design Thinking. A methodology that connects the right and left side of the brain and keeps us focussed on finding solutions for people. We want to connect science with design, engineering with consultancy, accuracy with empathy. Like all great solutions, our approach is always multidisciplinary.
O programa 'Do' tem como base a metodologia do Design Thinking da Universidade de Stanford. The Do program is based on the Design Thinking methodology of the Stanford University.
Pensar é fazer.
Calçar os sapatos do outro. Ver o mundo pelos olhos da outra pessoa. Sofrer quando o outro também sofre. Ficar feliz com a felicidade de outra pessoa. Compreender como se sentem os clientes dos nossos clientes.
Entender e desbastar a complexidade até chegar à simplicidade. Chegar ao verdadeiro problema. Reduzi-lo à sua essência. Encontrar a definição do problema que vai de encontro ao ponto de vista de quem precisa da solução.
Step into the others' shoes. See the world through their eyes. Suffer when they suffer. Be happy with their happiness. Understand how our client's clients feel.
Understand it and chip away until you arrive at its simplest formulation. Get to the root of the problem. Reduce it to its essence. Find the problem's definition – through the point of view of those in need of the solution.
Soltar amarras e ir à procura de novos mares. Procurar e aceitar ideias estranhas, e até inviáveis, como um caminho natural. Ouvir as ideias dos outros. Explorar avidamente novos espaços e abraçar a diversidade de ideias. Misturar ideias, rápida e ferozmente, e imaginar cenários para as ideias.
Pensar com as mãos. Exibir uma ideia em formato físico. Construir para pensar melhor. Visualizar o pensamento. Adormecer a mente analítica e deixar os olhos e as mãos trabalharem sobre o protótipo para encontrarem relações e padrões. Evoluir uma ideia para um nível superior.
Recolher feedback. Abandonar as nossas convicções e aprender com os outros. Observar sem condicionar os resultados. Capturar o bom e o mau. Ouvir muito mais do que falar. Aprender com os resultados.
Generate ideas. Set sail, in search of new seas. Look for ideas and accept all of them as a natural process. Even the strange ones that seem unrealistic. Listen to the ideas of others. Explore new places and embrace diversity. Mingle ideas, quickly and furiously and imagine different scenarios for them.
Think with your hands. Show an idea in a physical format. Build to think better. Visualise the thought. Numb the analytical mind and let your eyes and hands work on the prototype to find relationships and patterns. Take an idea to a higher level.
Collect feedback. Abandon convictions and learn from others. Observe without influencing the results. Capture the good and the bad. Listen more than talk. Learn from the results.
e nutrir o talento. O novo e o que já existe. Garantir o crescimento pessoal e profissional, através de ferramentas e formação, pensadas à medida de cada um.
and nurturing talent. New talent and the one that already exists. Ensure personal and professional growth, through tools and training designed for each person.
Todos os anos seleccionamos das melhores universidades a nova geração de colaboradores da Novabase que participa numa formação intensiva. É através de diversas experiências e simulações que se faz a ponte entre o universo académico e o mundo empresarial, proporcionando-lhes as bases necessárias para serem consultores de excelência. Desde 2006, o Novabase Academy integrou nos quadros da Novabase mais de 650 jovens recém-diplomados.
Every year we go to the top universities and select the next generation of Novabase employees, who begin their careers with a period of intensive training. Through several experiences and simulations we bridge the academic and business worlds, giving them the background needed to become top consultants. Since 2006 Novabase Academy has hired more than 650 young graduates.
Através do Novabase Campus proporcionamos a todos os colaboradores um programa de formação contínua. Integramos as competências técnicas com as outras e medimos os diferentes graus de progressão, com os melhores formadores e a monitorização constante da qualidade e dos resultados.
Through Novabase Campus we offer employees an ongoing leaning program. Integrating technical and soft skills and different levels of progression, with the best trainers and a constant monitoring of quality and results.
Nenhuma parceria pode ser mais estratégica que aquela entre a Novabase e os seus colaboradores. Novabase&You é um programa de gestão de talentos que dá ferramentas para que todos possam ir mais longe.
No partnership could be more strategic than the one between Novabase and its people. Novabase&You is a talent management program that offers our people the tools to go as far as they can.
Dar.
e às pessoas é o nosso objectivo. Porque as grandes empresas são as que têm a determinação dos artistas em criar. As que melhoram o mundo que nos rodeia.
Desde 2006 que proporcionamos uma experiência única a crianças do Ensino Básico de escolas públicas da zona de Sintra. Através das artes, do teatro, da música e com uma grande dose de boa disposição, ensinamos inglês e tecnologias de informação. Esta parceria com a Carlucci American International School of Lisbon, com o apoio da Câmara Municipal de Sintra e o Ministério da Educação, já abrangeu 660 crianças. Acreditamos que, se dermos as ferramentas certas, elas vão surpreender-nos no futuro.
Since 2006 we've been offering a unique experience to 9 year olds from disadvantaged areas of the Sintra region. Through arts, theatre, music and a lot of fun, we teach English and information technology. This partnership with the Carlucci American International School of Lisbon, with the support of the Sintra City Council and the Ministry of Education has reached 660 children. We believe that, if given the right tools, they will surprise us in the future.
Aproximar os futuros engenheiros à indústria automóvel. Através do projecto FST Novabase contribuímos para a criação do primeiro carro de competição português com propulsão eléctrica. Um carro que vai dos 0 aos 100 quilómetros em apenas 4 segundos. Um projecto desenvolvido por estudantes do Instituto Superior Técnico com projecção internacional. Powered by Novabase. Porque gostamos de corridas e gostamos de ganhar.
Promoting the link between future engineers and the national car industry. Through the FST Novabase project we helped create the first racing electric car in Portugal. A car that goes from 0 to 60 miles in just 4 seconds. A project developed by students of the Instituto Superior Técnico that has entered several international competitions. Because we like to run races and we like to win them.
Na capacidade de tornar a vida das pessoas e das empresas mais simples e mais feliz. Acreditamos em crescer, fazendo crescer. Em chegar, ficar e superar.
In our ability to make life simpler and happier for people and businesses. We believe in growing by making others grow. In reaching, remaining and excelling.
1385 projectos, 831 entrevistados, 36 países e 9 fusos horários. 1385 projects, 831 interviewees, 36 countries e 9 time zones.
Simplificamos e entregamos valor, para além das expectativas We simplify and add value, going beyond expectations.
A Novabase acrescentou mais valor ao seu negócio do que inicialmente previsto? Did Novabase add more value to your business than initially expected?
O desempenho da Novabase atingiu completamente ou superou as expectativas? Did Novabase's performance fully meet or exceed expectations?
A Novabase contribuiu para simplificar/facilitar a actividade da sua organização? Has Novabase helped simplify/facilitate your organization's activity?
Em cada projecto, pedimos aos nossos clientes que nos comparassem com a concorrência. Perguntámos sobre as várias fases do nosso trabalho e sobre as características dos nossos colaboradores. Obtivémos mais de 12.000
respostas distribuídas da seguinte forma:
In each project, we asked our customers to compare us with competition.
We asked them about the various phases of our work and the nature of our employees. We received more than 12,000 responses with the following breakdown:
O Net Promoter Score (NPS) é uma métrica internacional de fidelização de clientes. À pergunta "recomendaria os serviços da Novabase a um familiar ou amigo?", numa escala de 0 a 10, são promotores os que respondem 9 ou 10; são detractores os que respondem de 0 a 6; e passivos os que escolhem 7 ou 8. O NPS decorre da diferença entre a % de promotores e a % de detractores. Um NPS de 23 significa que os nossos clientes nos recomendam!
The Net Promoter Score (NPS) is an international measurement of customer loyalty. For the question "Would you recommend Novabase's services to a friend or family member?", on a scale of 0 to 10, Promoters are those who answer 9 or 10; Detractors are those who answer 0 to 6; and Passives those who answer 7 and 8. The NPS is the difference between the percentage of Promoters and the percentage of Detractors.
An indicator NPS of 23 means that our customers recommend us!
Não importa onde, estamos consigo. Sempre.
Coordenação Coordinated by Novabase Marketing & Communication
Design Musse Ecodesign
© Novabase 2013. Todos os direitos reservados. All rigths reserved.
p70
Senhores Accionistas,
O exercício de 2012 confirmou os receios de desaceleração do investimento em Tecnologias de Informação no mercado nacional e de uma maior pressão sobre as margens na generalidade dos sectores da actividade económica. A Novabase tinha aprovado e iniciado em 2011 um plano de contenção de custos e redimensionamento da sua equipa em algumas áreas que se veio a revelar como extremamente valioso para que enfrentássemos com eficácia essas dificuldades.
Dear Shareholders,
2012 confirmed the fears of a slowdown in domestic IT investment and greater pressure on margins in nearly every sector of the economy. In 2011, Novabase had approved and implemented a plan to contain costs and resize its team in some areas, which proved to be precious in our ability to effectively face these difficulties.
Stay
curious!
boldand
5
No mercado externo, a Novabase aprofundou o seu crescimento que se cifrou em 35% no exercício de 2012, representando já o negócio internacional 29% do negócio total da empresa. A internacionalização é pois uma aposta que se aprofunda ano após ano, sobretudo em África, Europa e Médio Oriente. A nossa oferta é hoje cada vez mais sofisticada, o que nos leva a competir, em muitas áreas, de igual para igual com os nossos concorrentes globais.
O exercício de 2012 termina com uma redução do volume de negócios total para 212,1 M€ mas com uma importante subida do EBITDA (27%) para 18,1 M€ e uma subida dos resultados líquidos (198%) para 7,9M€. Em conformidade, o Conselho de Administração, seguindo a actual política de distribuição de dividendos, irá propor na Assembleia Geral o pagamento de um dividendo de 10 cêntimos por acção, o que corresponde ao máximo do intervalo previsto nessa política (distribuição de 40% dos resultados líquidos).
In the foreign market, Novabase intensified its growth, which was 35% in 2012, with international business now accounting for 29% of the company's total business. As such, internationalization has become a focus of greater importance each year, above all in Africa, Europe and the Middle East. Today, our products and services are increasingly more sophisticated, allowing us to compete on a par with our global competitors in many areas.
2012 ended with a slight decrease in total turnover to €212.1 million, but also with a major increase in EBITDA (27%) to €18.1 million and a 198% increase in net profit to €7.9 million. Accordingly, the Board of Directors will propose to the General Meeting of Shareholders that the current dividend distribution policy be upheld, this year with a payment of 10 cents per share, the maximum allowed under this policy (40% of net profit).
A internacionalização é pois uma aposta que se aprofunda ano após ano, quer sobretudo em África, Europa e Médio Oriente.
Internationalization has become a focus of greater importance each year, above all in Africa, Europe and the Middle East.
A Novabase continuou a aposta na materialização da sua visão, tendo usado extensivamente a competência já desenvolvida em Design Thinking ao serviço de várias iniciativas de projecto e de divulgação. Nestas últimas, destaco pelo seu impacto, a conferência anual Ntalks que, em 2012, foi totalmente dedicada a este tema. Acreditamos que, com a nossa persistência e capacidade de realização, tornaremos o Design Thinking uma ferramenta essencial na criação de uma Novabase mais capaz de tornar a vida dos seus clientes mais simples e mais feliz.
Novabase continued to focus on its vision, widely leveraging its existing Design Thinking expertise in a number of planning and publicity initiatives. Among the latter, due to its impact, I wish to highlight the annual Ntalks conference, which in 2012 was wholly dedicated to this theme. We believe that, through our perseverance and ability to achieve, we will make Design Thinking a key tool in creating a Novabase that is better able to make life simpler and happier for its customers.
Por seu turno, continuamos as nossas acções de solidariedade social no campo do ensino, nomeadamente através da realização do Curso de Verão Novabase/ CAISL que, em 2012, envolveu um total adicional de mais 180 alunos do Conselho de Sintra. Este curso, realizado em colaboração com a Escola Americana e com a Câmara Municipal de Sintra, tem visado e conseguido contribuir para melhorar o desempenho escolar de um conjunto de alunos das escolas públicas daquele concelho. As avaliações do curso que realizamos e a oscultação da opinião dos pais, indicam que estamos a dar uma contribuição significativa para a melhoria do comportamento escolar daqueles alunos, ao mesmo tempo que criámos já uma marca no concelho, provando que é possível criar uma
In turn, we continued our charity work in the area of education through the Novabase/CAISL summer course, which had an additional 180 students from the Municipality of Sintra in 2012. This course, offered in conjunction with the American School and the Sintra City Council, has successfully sought to help improve the academic performance of a number of students from public schools in this municipality. Our course evaluations and feedback from parents show that we are making significant inroads in improving these students' academic performance, while simultaneously creating a local brand, proving that it is possible to conceive a different school with a more participatory teaching format where technology plays a key role.
escola diferente com um formato de ensino mais participativo e em que a tecnologia desempenha um papel fundamental.
Auscultamos permanentemente a opinião dos nossos principais stakeholders, designadamente os nossos clientes (mais de 12 mil respostas obtidas num universo de quase 1400 projectos). Mantivemos o NPS (Net Promoter Score) em 23 e temos dado particular atenção ao tratamento de reclamações. Continuámos a realização regular de roadshows com accionistas, as reuniões trimestrais com os analistas que seguem o comportamento do título, bem como um conjunto vasto de contactos efectuados pelo nosso gabinete de relação com os investidores.
We always listen closely to the opinions of our main stakeholders, particularly our customers (more than 12,000 responses from a total of nearly 1,400 projects), maintaining our NPS (Net Promoter Score) of 23, with special attention to how we handle complaints. We continue to hold regular road shows with shareholders, quarterly meetings with analysts following our stock performance, and a wide range of media contacts.
Os mecanismos de governo societário estão em pleno funcionamento. O Chairman tem recebido a plena colaboração do CEO, da Comissão Executiva, da Comissão de Auditoria e das Comissões Especializadas do Conselho de Administração (CA) bem assim como de todos e de cada um dos colegas não executivos do CA e dos Auditores Externos.
A Novabase vai continuar o seu caminho, passado a sua estratégia futura pela continuação do seu crescimento internacional, pelo aprofundamento da verticalização das suas operações, nomeadamente através do foco nos três maiores sectores de mercado em que opera (Telecommunications & Media, Financial Services e Government, Healthcare & Transports) a que se junta um quarto sector em crescimento (Energy & Utilities). A nossa diferenciação passará, no futuro, pela progressiva especialização em diversas ofertas replicáveis internacionalmente. Prestaremos grande atenção ao tema da inovação para garantir uma permanente sofisticação destas ofertas.
Our corporate governance mechanisms are fully operational. The Chairman has received the full cooperation of the CEO, Executive Committee, Auditing Committee and the specialized committees of the Board of Directors, as well as each and every one of Board of Directors' non-executive colleagues and external auditors.
Novabase will continue on its path, with a future strategy of ongoing international growth and increased verticalization of its operations by focusing on the three largest sectors where it does business (Telecommunications & Media, Financial Services and Government, Healthcare & Transportation), in addition to a fourth growing sector (Energy & Utilities). In the future, our differentiation will come from progressively specializing in various products and services that can be replicated internationally. We will pay particular attention to the issue of innovation to ensure that these products and services are always sophisticated.
Junto ao final do ano de 2012 e início de 2013 a Novabase iniciou um período de crescimento do seu valor em bolsa acompanhado por um incremento de liquidez. O reforço futuro destes indicadores bolsistas, será conseguido com maior probabilidade, quanto maior for a percentagem de volume de negócios internacional sobre o volume de negócios total que consigamos conquistar.
Sente-se uma força e uma energia crescente nos nossos colaboradores que se transmite a todos os restantes stakeholders, o que nos leva a acreditar muito na força e na qualidade do nosso projecto e nas suas perspectivas de futuro.
Near the end of 2012 and start of 2013, Novabase saw its stock value begin to rise, coupled with increased liquidity. We are confident that these stock market indicators will strengthen in the future, especially with the higher percentage of international business vis-à-vis our total turnover achieved.
We can feel a mounting force and energy in our employees, which is contagious to our other stakeholders, giving us tremendous faith in the strength and quality of our plan and its future prospects.
Rogério Carapuça Presidente do Conselho de Administração Chairman of the Board of Directors
Government, Healthcare & Transports
Energy & Utilities
Telecoms & Media
Temos uma visão global: integramos competências tecnológicas, de gestão, de design e de negócio. Graças a um conhecimento profundo de cada uma destas áreas e à sua integração, somos capazes de pensar, desenhar e implementar soluções para os nossos clientes. De raiz ou consoante as necessidades.
multifacetada, acrescentamos o Design Thinking. Uma metodologia de trabalho criativa e inovadora que traz uma nova forma de olhar e enquadrar problemas, tentando trazer outras perspectivas para a solução.
Temos uma visão global: integramos competências tecnológicas, de gestão, de design e de negócio. Graças a um conhecimento profundo de cada uma destas áreas e à sua integração, somos capazes de pensar, desenhar e implementar soluções para os nossos clientes. De raiz ou consoante as necessidades.
A esta capacidade multifacetada, acrescentamos o Design Thinking. Uma metodologia de trabalho criativa e inovadora que traz uma nova forma de olhar e enquadrar problemas, tentando trazer outras perspectivas para a solução.
Em 2012, a Novabase Business Solutions registou um volume de negócios de 98 M€, com uma margem EBITDA de 12,9%.
Em 2012, a Novabase Business Solutions registou um volume de negócios de 98 M€, com uma margem EBITDA de 12,9%.
Somos especialistas em engenharia e consultoria nas Tecnologias de Informação e Comunicações. Sabemos conceber, planear e implementar infra-estruturas complexas. E sabemos como transformá-las, geri-las e optimizá-las, quer através de projectos abrangentes como de serviços de outsourcing.
As nossas soluções IMS desenvolvem as suas competências de engenharia na prestação de serviços de consultoria e implementação no desenho e planeamento de arquitecturas de comunicações com convergência Quad-play incluindo o vídeo e a mobilidade, arquitecturas de Cloud Computing e Datacenters de nova Geração.
Somos especialistas em engenharia e consultoria nas Tecnologias de Informação e Comunicações. Sabemos conceber, planear e implementar infra-estruturas complexas. E sabemos como transformá-las, geri-las e optimizá-las, quer através de projectos abrangentes como de serviços de outsourcing.
As nossas soluções IMS desenvolvem as suas competências de engenharia na prestação de serviços de consultoria e implementação no desenho e planeamento de arquitecturas de comunicações com convergência Quad-play incluindo o vídeo e a mobilidade, arquitecturas de Cloud Computing e Datacenters de nova Geração.
Sem esquecer o Centro de Operações do Parque Oriente, inaugurado em 2012. Uma estrutura com mais de 3.000 m2 que integra o Agile Center, um centro de serviços remoto que funciona 24 horas por dia, 7 dias por semana. Aqui conseguimos avaliar remotamente o estado, o desempenho e os níveis de utilização das infraestruturas tecnológicas e das aplicações geridas pela Novabase em Portugal e no mundo.
Em 2012, a Novabase IMS registou um volume de negócios de 101,8 M€, com uma margem EBITDA de 6,2%.
Sem esquecer o Centro de Operações do Parque Oriente, inaugurado em 2012. Uma estrutura com mais de 3.000 m2 que integra o Agile Center, um centro de serviços remoto que funciona 24 horas por dia, 7 dias por semana. Aqui conseguimos avaliar remotamente o estado, o desempenho e os níveis de utilização das infraestruturas tecnológicas e das aplicações geridas pela Novabase em Portugal e no mundo.
Em 2012, a Novabase IMS registou um volume de negócios de 101,8 M€, com uma margem EBITDA de 6,2%.
O mais importante para nós são as pessoas. São as pessoas que desenvolvem os projectos inovadores em que apostamos. É com elas que queremos crescer. A Novabase Capital é a nossa sociedade de capital de risco. Há vinte anos que apoiamos jovens empresas nacionais, ajudando a construir as empresas portuguesas TIC do futuro. Investimos capital, revemos estratégias e oferecemos serviços desde marketing a contabilidade, através de parcerias.
Nos primeiros vinte anos já apoiamos mais de 70 empresas e ajudámos a criar mais de 2.000 empregos.
Para nós é apenas o começo. Queremos continuar a criar e apoiar empresas dinâmicas.
People come first for us. They are the ones developing the innovative projets we invest in. We want to grow with them. Novabase Capital is our venture capital company. We've been helping young portuguese companies for twenty years. Helping to build the ICT companies of the future. We invest capital, review strategies and offer services like marketing and accounting, through partnerships.
In twenty years we have helped over 70 companies and generated more than 2.000 jobs.
And it's just the beginning. We want to continue to create and support dynamic companies.
Com o apoio:
Internacionalização
Novabase Capital 7.1M€
A NOVABASE, Sociedade Gestora de Participações Sociais, S.A. (adiante designada por NOVABASE ou Empresa) optou por divulgar, em separado, um Anexo ao Relatório anual de gestão relativo ao Governo de Sociedade, em conformidade com o artigo 245.º - A do Código dos Valores Mobiliários e de harmonia com o disposto no Regulamento da CMVM N.º 01/2010 sobre o Governo das Sociedades Cotadas, seguindo, na sua estrutura, o esquema preconizado no Anexo I ao Regulamento CMVM anteriormente citado.
No presente relatório a NOVABASE indica quais as recomendações adoptadas e não adoptadas, incluindo neste caso a razão de não adopção, constantes do Código de Governo das Sociedades da CMVM 2010 (Recomendações) publicado em Janeiro de 2010 ("Código de Governo das Sociedades"). Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter called "Novabase" or "Company") has chosen to publish a separate annex to its annual report on the topic of corporate governance, in compliance with Article 245/A of the Securities Code and in accordance with the provisions of CMVM Regulation no. 01/2010 on the Governance of Listed Companies, organized according to the scheme outlined in Annex I to this CMVM regulation.
In this report, Novabase indicates which recommendations have been adopted and not adopted – with justification in the latter case – from the CMVM 2010 Corporate Governance Code ("Recommendations"), published in January 2010 ("Corporate Governance Code").
Este anexo, que faz parte integrante do Relatório anual de gestão de 2012 da NOVABASE, contém informação que respeita as exigências do artigo 7º do Código dos Valores Mobiliários e inclui remissões para outros anexos ao referido Relatório anual de gestão.
A NOVABASE é uma empresa cotada desde Julho de 2000, que funciona de acordo com um modelo de governo em permanente evolução, cujo objectivo é o de procurar contribuir para a optimização do seu desempenho e favorecer todos os stakeholders - entidades cujos interesses estão envolvidos na actividade societária, nomeadamente os Accionistas e Investidores, os Clientes e Parceiros, e os Colaboradores.
This annex, which is an integral part of Novabase's 2012 annual report, contains information complying with the requirements of Article 7 of the Securities Code, and includes references to other annexes of this annual report.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantlyevolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders – those interested in its corporate activities, namely shareholders, investors, customers, partners and employees.
Face à evolução das boas práticas do Governo das Sociedades em conformidade com as regras e recomendações emitidas pela CMVM e tendo em conta a experiência da NOVABASE desde a sua admissão à negociação no Mercado Regulamentado da Euronext Lisbon, foi aprovada pelos Accionistas, na Assembleia Geral de 12 de Abril de 2007, a adopção do modelo de governo anglosaxónico que integra, um Conselho de Administração, o qual compreende uma Comissão de Auditoria, e um revisor oficial de contas (ROC). Por outro lado, na sequência da Assembleia Geral de 28 de Abril de 2009, foram constituídas no seio do Conselho de Administração duas comissões especializadas: uma Comissão de Avaliação da Actividade do Conselho de Administração e uma Comissão de Avaliação do Governo Societário. A NOVABASE analisa de forma contínua a implementação deste modelo por forma a conseguir aperfeiçoar a evolução das suas práticas de governo.
A este respeito, importa salientar que a AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado e a Universidade Católica
In light of trends in best corporate governance practices in accordance with rules and recommendations issued by the CMVM, and taking into account Novabase's experiences since its admission to trading on the Euronext Lisbon regulated market, shareholders at the General Meeting of Shareholders of 12 April 2007 approved an Anglo-Saxon corporate governance model that includes a Board of Directors with an Auditing Committee and a statutory auditor. Moreover, following the General Meeting of Shareholders of 28 April 2009, two specialized committees were established within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee. In order to improve its governance practices, Novabase constantly analyses the implementation of this model.
Note that the Association of Listed Securities Issuers (AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado) and the Catholic University of Portugal (Universidade Católica Portuguesa) presented a study in 2012 on the degree of compliance with corporate governance
Portuguesa apresentaram em 2012 um estudo sobre o grau de observância das recomendações vigentes relativas ao governo das sociedades em Portugal, ponderadas em função da sua afinidade com diversos benchmarks internacionais, podendo computar valores totais no intervalo 5.000 a 10.000 (acolhimento completo das recomendações consideradas relevantes) e atribuindo classificações desde a notação de D (rating mínimo) até à notação de AAA (rating máximo).
Por outro lado, no âmbito do Relatório Anual sobre o Governo das Sociedades Cotadas em Portugal (2012), que é elaborado pela CMVM, a NOVABASE apresenta uma percentagem de adopção das recomendações constante do Código de Governo das Sociedades, segundo a avaliação da CMVM, de 96%, encontrando-se devidamente justificadas no presente relatório as razões para a não adopção das restantes recomendações pela Sociedade.
recommendations in force in Portugal, weighted by their affinity with a number of international benchmarks, with total values ranging from 5,000 to 10,000 (complete compliance with recommendations considered relevant) and scores ranging from D (minimum rating) to AAA (maximum rating).
On the other hand, in the Annual Report of Corporate Governance in Portugal (2012) of listed companies, which is prepared by the Portuguese Securities Market Commission (abbreviated hereafter as CMVM), Novabase presents a degree of compliance with the recommendations contained in the Corporate Governance Code, as assessed by CMVM, of 96%. In the same report, Novabase informs on the grounds of the respective noncompliance with the nonobserved recommendations.
O Volume de Negócios da Novabase, em 2012, atingiu os 212,1 M€ (milhões de euros), valor que corresponde a um decréscimo de 7,6% face aos 229,6 M€ registados em 2011, ficando abaixo do Guidance anual (-11,6%), devido à contracção do negócio doméstico na componente de produto.
Novabase's turnover in 2012 was 212.1 M€ (million euros), a decrease of 7.6% compared to 229.6 M€ in 2011, below the annual Guidance (-11.6%), due to the contraction of business in Portugal in the product component.
Por sua vez, o negócio internacional cresceu 35,1% em 2012, reflectindo a aposta nos mercados fora de Portugal. Do Volume de Negócios total, 29,0% são gerados fora de Portugal, ou seja 61,6 M€, que comparam com os 45,6 M€ registados em 2011. O negócio fora de Portugal gerado na Business Solutions cresceu para 25,5% da respectiva facturação (16,1% em 2011). Na IMS, a componente internacional subiu para 25,7% (17,5% em 2011) e na Venture Capital diminuiu para 84,8% (86,7% em 2011).
On the other hand, international business grew 35.1% in 2012, reflecting a strong focus on markets outside Portugal. 29.0% of Novabase's total Turnover, 61.6 M€, are originated from outside Portugal, compared to 45.6 M€ in 2011. Business Solutions business originating from outside Portugal increased to 25.5% of its sales (16.1% in 2011). At IMS, international business grew to 25.7% of its sales (17.5% in 2011) and in Venture Capital area decreased to 84.8% (86.7% in 2011).
Do Volume de Negócios total gerado em 2012, a prestação de serviços representa 65,0%, o que compara com 57,8% em 2011, em linha com o foco estratégico da Novabase de conferir maior valor acrescentado às suas ofertas.
O EBITDA atingiu 18,1 M€ em 2012, o que representa um incremento de 26,8% face aos 14,2 M€ obtidos em 2011, e está acima do Guidance médio anual de 16-19 M€ e 7,3% relativa: +3,2% acima do meio do intervalo (+1,2 pontos %).
Of the total Turnover generated in 2012, services accounted for 65.0%, compared to 57.8% in 2011, in line with Novabase's strategic focus of adding more value to its offerings.
EBITDA reached 18.1 M€ in 2012, an increase of 26.8% compared to 14.2 M€ in 2011, above the annual mean Guidance of 16-19 M€ and 7.3%: +3.2% above the middle of the range (+1.2 points %).
A margem EBITDA cifrou-se em 8,5%, acima dos 6,2% de margem obtida em 2011.
The EBITDA margin was 8.5%, above the 6.2% margin obtained in 2011.
Os Resultados Líquidos Consolidados, depois dos Interesses que não controlam, atingiram 7,9 M€, tendo aumentado 198,2% face ao valor de 2,7 M€ registado em 2011, uma melhoria significativa, fruto das medidas adoptadas no final de 2011.
Consolidated Net Profit, after Non-Controlling interests, reached 7.9 M€, an increase of 198.2% compared to 2.7 M€ in 2011, a significant improvement as a result of the measures adopted in the end of 2011.
Em 2012, os Lucros por Acção atingiram 0,26 Euros por acção, registando um acréscimo de 196,1% face ao valor registado em 2011, de 0,09 Euros por acção.
Earnings per Share were 0.26 Euros in 2012, registering an increase of 196.1% compared to the 0.09 Euros in 2011.
A evolução comparativa do EBITDA para os Resultados Líquidos é a seguinte:
Trends in EBITDA to Net Profit were as follows:
A reestruturação implementada no final de 2011, com vista à melhoria da competitividade pela redução do custo unitário de produção, decorreu dentro dos limites dos custos registados naquele ano, de 3,5 M€.
As Amortizações atingiram -5,8 M€, abaixo do valor registado em 2011 (-6,1 M€).
Os Resultados Operacionais (EBIT), no valor de 12,3 M€, registaram um crescimento de 166,2% face ao período homólogo (4,6 M€).
Os Resultados Financeiros atingiram o valor líquido negativo de 0,2 M€, uma melhoria de 1,3 M€, assente fundamentalmente na reavaliação do portfólio dos investimentos no segmento de Venture Capital (+0,8 M€), e no aumento dos ganhos cambiais face ao ano anterior (+0,3 M€).
Os Resultados Antes de Impostos (RAI) foram, neste período, de 12,1 M€, registando um crescimento de 288,9% versus os 3,1 M€ registados em 2011.
The restructuring process implemented in late 2011, with the aim of improving competitiveness by decreasing the average production cost, has been carried out within the limits of the provision recorded that year, of 3.5 M€.
Depreciation and amortisation reached -5.8 M€, below the amount registered in 2011 (-6.1 M€).
Operating Profit (EBIT) was 12.3 M€, reflecting an increase of 166.2% compared to 2011 (4.6 M€).
Financial Results reached a net negative value of 0.2 M€, an increase of 1.3 M€, fundamentally based on the re-evaluation of the portfolio of investments in the Venture Capital segment (+0.8 M€), and on the increase in the foreign exchange gains recorded compared to the same period of last year (+0.3 M€).
Earnings Before Taxes (EBT) in 2012 were 12.1 M€, which reflects an improvement of 288.9% compared to 3.1 M€ in 2011.
O Imposto sobre o Rendimento atingiu -2,4 M€, acima dos -0,9 M€ registados em 2011. O Imposto corrente ascendeu a -2,23 M€, enquanto o Imposto diferido se fixou em -0,146 M€.
Os Interesses que não controlam atingiram -1,9 M€, que comparam com -0,3 M€ em 2011. Esta variação devese sobretudo à evolução positiva dos resultados das participadas, com forte crescimento internacional.
Em 2012, não foram registados quaisquer Resultados das operações descontinuadas (recordase que em 2011 estes ascenderam a um ganho de 0,7 M€, que se deveu fundamentalmente à finalização do processo de encerramento da área 'Mobility Solutions', descontinuada em 2008, com valor inferior ao provisionado).
Income tax expense amounted to -2.4 M€, above the -0.9 M€ in 2011. Current taxes were -2.23 M€, while Deferred taxes reached -0.146 M€.
Non-controlling interests in 2012 amounted to -1.9 M€, which compares to -0.3 M€ in 2011. This variation is mainly due to the positive evolution of the results of subsidiaries, with significant international growth.
No Results from discontinued operations were recorded in 2012 (it is recalled that in 2011, these results reached a 0.7 M€ profit, mainly due to the completion of the closure process of the 'Mobility Solutions' area, discontinued during 2008, with a value lower than the one provisioned).
Em 2012, a Novabase apresenta um excelente desempenho a nível da geração de cash, com uma geração de 22,9 M€. A Novabase terminou o ano de 2012 com 37,5 M€ em net cash, que compara com 14,7 M€ em 2011. Contudo, apenas 26,2 M€ estão em participadas com controlo total.
In 2012, Novabase shows an excellent performance in cash generation, with 22.9 M€. Novabase ended 2012 with 37.5 M€ in net cash, which compares to 14.7 M€ in 2011. However, only 26.2 M€ are in subsidiaries fully owned.
Net cash
A 4 de Junho de 2012, a Novabase remunerou os seus accionistas no valor total de 0,9 M€ (0,03€/ acção). Adicionalmente, a 13 de Novembro de 2012, foi distribuído o montante de 0,9 M€ a Interesses que não controlam.
On June 4, 2012, Novabase paid its shareholders a total amount of 0.9 M€ (0.03€/share). Additionally, on November 13, 2012, the amount of 0.9 M€ was distributed to Noncontrolling interests.
O valor do investimento recorrente consolidado ascendeu, em 2012, a 3,4 M€. Este valor, que corresponde a saída de cash do Balanço, decompõe-se em três parcelas: uma primeira parcela relativa a intangíveis em curso no valor de 2,7 M€ referente ao desenvolvimento de projectos ainda em curso, uma segunda parcela, no valor de 0,1 M€, relativa a licenças e software informático, e uma terceira parcela, no valor de 0,6 M€, relativa a activos fixos tangíveis, como mobiliário e equipamento diverso.
O investimento não recorrente foi negativo, no valor total de 2,1 M€, correspondendo, por um lado, a aquisições com carácter não regular ou usual, no montante de 0,3 M€ (correspondem a uma saída de cash), e por outro lado, a transferências, variações de perímetro e abates, no montante de -2,4 M€ (noncash items).
Consolidated recurring investment reached 3.4 M€ in 2012. This amount, which corresponds to a cash writeoff, is divided into three parts: one pertaining to work in progress in the amount of 2.7 M€ related to the development of projects that are still under construction, a second part in the amount of 0.1 M€ related to licenses and software, and a third part in the amount of 0.6 M€ related to other tangible assets, such as furnishings.
Non-recurring investment was negative, in the total amount of 2.1 M€, comprised of extraordinary acquisitions in the amount of 0.3 M€ (corresponding to cash writeoffs) and transfers, changes in the consolidation perimeter and write-offs of -2.4 M€ (non-cash items).
| Investimento Capital expenditure |
Não recorrente Non-recurring |
Recorrente Recurring |
Total |
|---|---|---|---|
| Intangíveis em curso Work in progress |
|||
| Intangíveis em curso Work in progress |
2.7 | 2.7 | |
| Tranferência para activos intangíveis Transfer to intagible assets |
-2.3 | -2.3 | |
| Sub-total (1) | -2.3 | 2.7 | 0.4 |
| Activos Intangíveis Intangible assets |
|||
| I&D R&D |
2.3 | 2.3 | |
| Propriedade industrial e outros direitos Industrial property and other rigths |
-1.4 | 0.1 | -1.3 |
| Goodwill Goodwill |
0.2 | 0.2 | |
| Sub-total (2) | 1.1 | 0.1 | 1.2 |
| Activos fixos tangíveis Tangible assets |
|||
| Eq. transporte/ leasing/ AOV Transport equipment/ leasing/ OR |
-0.4 | -0.4 | |
| Outros activos tangíveis Other tangible assets |
-0.5 | 0.6 | 0.1 |
| Sub-total (3) | -0.9 | 0.6 | -0.3 |
| Total | -2.1 | 3.4 | 1.3 |
Em termos de Recursos Humanos, a Novabase teve em média, em 2012, 2194 colaboradores, o que representa um acréscimo de 4,0% face a 2011 (2109).
A distribuição de colaboradores pelas várias áreas da Novabase é a que se mostra na figura seguinte:
In terms of human resources, Novabase had an average of 2194 employees in 2012, an increase of 4.0% compared to 2109 in 2011.
The following table shows the breakdown of employees among Novabase's various business areas:
Esta evolução no número médio de colaboradores inclui a renovação de talento pela contratação de 192 recém-licenciados através do programa Novabase Academy, e reflecte o reforço da estratégia de expansão internacional, em linha com a aposta da Novabase nos mercados fora de Portugal.
O ano de 2012 foi marcado por uma forte pressão de preços na componente de produto de terceiros no mercado doméstico, mas com uma significativa melhoria operacional que reflecte as medidas implementadas no final de 2011 (capacitar a empresa para uma expansão internacional mais acelerada e diminuir o custo unitário de produção).
Assim, os resultados de 2012, estando abaixo do Guidance de Volume de Negócios (-11,6%), ficaram acima do Guidance médio de EBITDA (+3,2%). Face a 2011, o Volume de Negócios diminuiu 7,6%, no entanto a prestação de serviços aumentou 3,8% e o negócio internacional representou 29,0%. O EBITDA aumentou 26,8% e o Resultado Líquido atingiu os 7,9 M€.
A gestão da Novabase esteve focalizada no reforço da internacionalização, a grande aposta da empresa para 2012, Average number of employees' evolution includes the talent renovation by the recruitment of 192 university graduates through Novabase Academy program and reflects the strengthening of the international expansion strategy, in line with the focus of Novabase on markets outside Portugal.
The year of 2012 was marked by strong pressure on prices in the third party product component in Portugal, but also by significant improvement of the operating performance, which reflects the measures adopted in the end of 2011 (enabling the company to increase international growth and decreasing the average production cost).
Thus, the results of 2012 are below the Turnover Guidance (-11.6%), but remained above the middle of the range of the EBITDA Guidance (+3.2%). Compared to 2011, Turnover decreased 7.6%, however, services grew 3.8% and international business represented 29.0% of the total business. EBITDA raised 26.8% and Net Profit reached 7.9 M€.
Novabase's management was focused on strengthening internationalization, the great challenge of the company for 2012, while remaining
continuando empenhada na preservação da posição no mercado nacional, que se revelou extremamente desafiante.
Com vista a maximizar as sinergias e a eficiência operacional dos negócios, a Novabase decidiu reorganizar a área de Digital TV a partir do 2º semestre. As soluções para os operadores de TV foram integradas no negócio de Infrastructures & Managed Services (IMS). Por outro lado, as soluções System-in-Package (SIP), fortemente suportadas em investimentos de I&D e propriedade intelectual, transitaram para o negócio de Venture Capital (VC).
O quadro abaixo mostra o Volume de Negócios e o EBITDA de 2010 e 2011 referentes a cada uma das ofertas, que estavam incluídos na Digital TV, e que foram integrados em 2012 nos segmentos IMS e VC:
committed to maintain the position in the domestic market, which proved extremely challenging.
With the aim of maximizing synergies between all of its businesses, Novabase has decided to reorganize its Digital TV operations as of the second half of the year. Solutions geared toward TV operators were included in the Infrastructures & Managed Services (IMS) business. On the other hand, the System-in-Package (SIP) solutions, strongly supported by R&D and intellectual property investments, were transferred to the Venture Capital (VC) business.
The table below shows the Turnover and EBITDA for 2010 and 2011 related to each of the offerings, which were included in Digital TV area, and that were incorporated in 2012 into the IMS and VC segments:
| Soluções operadores TV TV operators solutions |
Soluções SIP SIP solutions |
||||
|---|---|---|---|---|---|
| Digital TV | 2010 | 2011 | 2010 | 2011 | |
| Volume de negócios (M€) Turnover (M€) |
45.082 | 44.321 | 4.196 | 8.432 | |
| EBITDA (M€) | 5.206 | 3.173 | -3.033 | -3.234 |
Destacamos em 2012, a inauguração do Centro de Operações do Parque Oriente. Este novo espaço, com mais de 3.000 m2 e concebido para funcionar 24 horas por dia, 7 dias por semana, integra todas as competências necessárias ao desenho e implementação de projectos de infraestruturas tecnológicas de grande dimensão. Este investimento está destinado a apoiar os serviços de outsourcing e managed services, e a estratégia de internacionalização.
No que se refere a novos negócios, a Novabase reforçou a aposta no sector Financeiro com a aquisição da totalidade do capital da Binómio, empresa especializada em soluções para a gestão de activos financeiros, que detém uma posição dominante em Portugal junto de seguradoras e de gestoras de fundos de pensões e tem igualmente clientes nos PALOPs, nomeadamente em Angola. Este investimento insere-se na estratégia de crescimento e internacionalização da Novabase no sector de Financial Services.
Foi constituída a empresa NBMSIT, em Moçambique, que vai permitir à Novabase expandir o seu negócio em termos internacionais.
Noteworthy is the inauguration of Parque Oriente Operations Centre in 2012. The new space, which occupies more than 3,000 m2 and is designed to operate 24 hours a day, 7 days a week, incorporates all of the expertise needed to design and deploy large-scale technology infrastructure projects. This new Operations Centre at Parque Oriente will allow us to reinforce outsourcing and managed services in Portugal and the rest of the world.
With regard to new businesses, Novabase strengthened its focus on the Financial sector with the acquisition of 100% stake in Binómio, a company specialising in financial assets management solutions, who holds a paramount position in Portugal with insurance and pension management companies and also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola. This investment is part of Novabase's growth and internationalization strategy for the Financial Services sector.
The company NBMSIT, in Mozambique, was incorporated, which will allow Novabase to expand its international business.
Na área da Venture Capital, o Fundo de Capital de Risco Novabase Capital Inovação e Internacionalização realizou investimentos nas sociedades DTV Research, empresa dedicada ao desenvolvimento de produtos e à prestação de serviços de investigação e desenvolvimento em tecnologias de investigação, e Bright Innovation, empresa que tem por objecto a incubação de projectos na área das tecnologias de informação e prestação de serviços integrados e suportados por uma plataforma multi-canal. Estes investimentos reflectem o reforço da aposta estratégica em PME de base tecnológica inovadoras e com foco no mercado internacional.
Com um investimento superior a 25 milhões de euros nos últimos três anos, a Novabase marcou presença no relatório "The top 1000 R&D investors in the EU", divulgado recentemente pela Comissão Europeia, que conta apenas com 6 empresas portuguesas neste ranking.
Ainda de assinalar em 2012, a distinção da Novabase como Melhor System Integrator em 2011, na Conferência Nacional de Parceiros de Negócio da IBM. A Collab recebeu três prémios na Conferência Beyond 2013, atribuídos pela
In the Venture Capital area, the Venture Capital Fund Novabase Capital Inovação e Internacionalização invested in the companies DTV Research, company specializing in product development and IT research and development services, and Bright Innovation, specializing in incubator projects in the area of Information and Communication Technologies (ICT) and integrated services, supported by a multichannel IT platform. These investments reflect the strengthening of Novabase's strategic commitment to innovative technologybased SMEs focused on the international market.
With investments exceeding €25 million in the last three years, Novabase was featured in "The top 1,000 R&D investors in the EU" report, recently published by the European Commission, which only has six portuguese companies in this ranking.
Also worthy of note in 2012, is the distinction of Novabase as Best System Integrator in 2011, in the National Conference of IBM Business Partners. Collab has received three awards at the Conference Beyond 2013, attributed by the Portuguese Association of Contact Centers (APCC) to
Associação Portuguesa de Contact Centers (APCC) às organizações que mais se destacaram nos seus Centros de Relacionamento com os Clientes em 2012: Best IVR Platform 2012, Best Workforce Management Platform 2012 e Best Agent Front End (CRM) 2012. Adicionalmente, a Microsoft Portugal distinguiu a Novabase como melhor parceiro para Cloud Services.
A decomposição percentual do Volume de Negócios e do EBITDA pelos diferentes negócios, em 2012, é a seguinte:
Volume de Negócios 2012
the organizations that most stood out in their Centres Customer Relationship in 2012: Best IVR Platform 2012, Best Workforce Management Platform 2012 and Best Agent Front End (CRM) 2012. Additionally, Microsoft Portugal distinguished Novabase as the best partner for Cloud Services.
The percent breakdown of Turnover and EBITDA, by business area, was as follows in 2012:
EBITDA 2012
A Business Solutions apresentou em 2012 uma equipa de 1428 consultores e contribuiu com 46% do Volume de Negócios total da Novabase e com 70% do EBITDA total gerado em 2012.
O Volume de Negócios global desta área atingiu 98,0 M€, o que representa um crescimento de 9,3% face ao valor de 2011, reflectindo o crescimento expressivo da componente internacional (72,7% vs. 2011).
In 2012, Business Solutions had a team of 1428 consultants, and generated 46% of Novabase's total Turnover and 70% of the total EBITDA.
This business area's total Turnover was 98.0 M€, an increase of 9.3% compared to 2011, reflecting the significant growth of the international component (72.7% vs. 2011).
O EBITDA da Business Solutions em 2012 aumentou 15,9% em termos homólogos (de 10,9 M€ para 12,7 M€), fixando-se a margem EBITDA nos 12,9% (o que compara com 12,2% em 2011). Esta evolução positiva reflecte as medidas adoptadas para a melhoria da competitividade operacional.
Business Solutions EBITDA raised 15.9% in 2012 in equivalent terms (from 10.9 M€ to 12.7 M€), with an EBITDA margin of 12.9% (compared to 12.2% in 2011). This positive evolution reflects the measures adopted for the improvement of operating competitiveness.
Em 2012, a IMS dispôs de uma força laboral de 602 colaboradores e contribuiu com 48% do Volume de Negócios e com 35% do EBITDA total gerado pela Novabase.
IMS had a workforce of 602 employees in 2012, and generated 48% of Novabase's Turnover and 35% of the total EBITDA.
O Volume de Negócios global desta área atingiu 101,8 M€, o que representa um decréscimo de 21,9% face ao valor de 2011. Esta evolução reflecte a forte pressão no mercado doméstico, sobretudo na componente de produto, apesar do crescimento internacional (+14,9%).
This business area's total turnover reached 101.8 M€, a decrease of 21.9% compared to 2011. This evolution reflects the strong pressure in the product component in Portugal, despite the international growth (+14.9%).
O EBITDA da IMS em 2012 diminuiu 18,5% em termos homólogos (de 7,7 M€ para 6,3 M€), fixando-se a margem EBITDA nos 6,2% (que compara com 5,9% em 2011).
The EBITDA of IMS fell 18.5% in 2012 in equivalent terms (from 7.7 M€ to 6.3 M€), with an EBITDA margin of 6.2% (compared to 5.9% in 2011).
Em 2012, a Venture Capital dispôs de uma massa crítica de 66 colaboradores e contribuiu com 6% do Volume de Negócios e -5% do EBITDA total gerado pela Novabase.
O Volume de Negócios global desta área atingiu 12,3 M€, o que representa um acréscimo de 28,1% face ao valor de 2011, reflectindo sobretudo o crescimento da componente internacional (+25,3%).
Venture Capital had a critical mass of 66 employees in 2012, and generated 6% of Novabase's Turnover and -5% of the total EBITDA.
This business area's total Turnover reached 12.3 M€, an increase of 28.1% compared to 2011, primarily reflecting the growth of the international component (+25.3%).
O EBITDA da Venture Capital em 2012 aumentou, em termos homólogos, de -4,4 M€ para -0,9 M€, fixando-se a margem EBITDA nos -7,5%. Esta evolução reflecte estágio de desenvolvimento com investimentos significativos em I&D. No entanto, melhoria notável fundamentalmente devida à participada Collab.
Venture Capital's EBITDA increased in 2012, in equivalent terms, from -4.4 M€ to -0.9 M€, with an EBITDA margin of -7.5%. This evolution reflects the development stadium, strongly supported by R&D investments. However, there was a remarkable improvement, primarily due to subsidiary Collab.
A cotação da acção Novabase em 2012 valorizouse 10,0%, o que compara com uma valorização de 2,9% ocorrida no índice PSI20 e com uma valorização do índice EuroStoxx Technology de 21,8%.
A rotação representou 15,6% do capital da Novabase, tendo sido transaccionadas 4,9 milhões de acções, valores inferiores aos ocorridos em 2011 (rotação de 17,5% do capital, tendo sido transaccionadas 5,5 milhões de acções).
Novabase share price in 2012 gained 10.0%, comparing to a 2.9% gain in the PSI20 Index and a 21.8% gain in the EuroStoxx Technology Index.
Share turnover accounted for 15.6% of Novabase's capital, with 4.9 million shares traded, less than in 2011 (turnover of 17.5% of capital, with 5.5 million shares traded).
Neste período, foi distribuído um dividendo de 0,03€/ acção. Descontando a remuneração accionista, a valorização do título Novabase seria de 11,4%.
A evolução da cotação da Novabase comparada com outras empresas do sector de TI na Europa, em 2012, foi a seguinte:
In 2012, Novabase paid 0.03€/share to its shareholders. Excluding the shareholder remuneration, the appreciation of Novabase share price would be 11.4%.
The evolution of Novabase's share price compared to other companies from Europe's IT sector, in 2012, was as follows:
A Novabase apresentava no final de 2012 um múltiplo de Price to CF de 5,49x e um múltiplo de Price to Sales de 0,34x, o que significa um desconto de 38% e 42%, respectivamente, comparada com a média de outras empresas do sector na Europa.
In the end of 2012, Novabase presented a Price to CF multiple of 5.49x and a Price to Sales multiple of 0.34x, which represents a discount of 38% and 42%, respectively, compared to the average of other companies in the sector in Europe.
| Cotação mínima (€) Minimum price (€) |
|---|
| Cotação máxima (€) Maximum price (€) |
| Cotação média ponderada (€) Average weighted price (€) |
| Cotação no último dia (€) Last tradable day price (€) |
| Nº títulos transaccionados (milhões) Number of shares traded (million) |
| Capitalização bolsista no último dia (M€) Market capitalization on last day (M€) |
O price target médio referenciado pelos analistas que cobrem a Novabase é de 4,05 euros (upside médio de 76,1%), com recomendação unânime de compra.
A cotação média, ponderada pela quantidade, do título Novabase em 2012 cifrouse em 2,05 euros por acção. Foram transaccionadas 4,9 milhões de acções em todas as 257 sessões de bolsa de 2012, correspondentes a um valor de transacção de 10,1 M€.
O número médio diário de acções transaccionadas fixou-se em 19,4 mil títulos, correspondente a um valor médio diário de cerca de 0,04 M€.
The average target price from analysts covering Novabase is 4.05 euros (average upside of 76.1%), with a unanimous recommendation to buy.
The average Novabase share price weighted by quantity in 2012 was 2.05 euros per share. 4.9 million shares were traded in all 257 stock exchange sessions in 2012, corresponding to a trading value of 10.1 M€.
The daily average number of shares traded was 19.4 thousand shares, corresponding to a daily average value of about 0.04 M€.
| 2012 | 2011 | 2010 | 2009 | 2008 | |
|---|---|---|---|---|---|
| 1.66 | 1.70 | 2.79 | 3.27 | 2.10 | |
| 2.32 | 3.21 | 4.63 | 5.05 | 5.07 | |
| 2.05 | 2.67 | 3.71 | 4.39 | 3.87 | |
| 2.30 | 2.09 | 2.90 | 4.44 | 4.59 | |
| 4.9 | 5.5 | 7.1 | 8.5 | 21.0 | |
| 72.2 | 65.6 | 91.1 | 139.4 | 144.1 |
A cotação no último dia de bolsa de 2012, 31 de Dezembro de 2012, fixouse nos 2,30 euros, o que representa uma valorização de 10,0% face aos 2,09 euros com que a Novabase se fixou no final de 2011.
A cotação de fecho máxima ocorrida em 2012 atingiu os 2,32 euros enquanto o valor mínimo de fecho registado fixou-se nos 1,66 euros. A capitalização bolsista, no final de 2012, fixou-se em 72,2 M€.
The share price on the last day of trading of 2012, 31 December 2012, was 2.30 euros, which represents a gain of 10.0% compared to the 2.09 euros that Novabase shares registered at the end of 2011.
The maximum closing price achieved in 2012 was 2.32 euros, while the minimum closing price recorded was 1.66 euros. Market capitalization at the end of 2012 was 72.2 M€.
As actividades do Grupo Novabase expõemna a uma variedade de riscos financeiros. A imprevisibilidade dos mercados financeiros é analisada continuamente em consonância com a política de gestão de riscos do Grupo, de forma a minimizar potenciais efeitos adversos no seu desempenho financeiro.
Os objectivos e as políticas da Novabase em matéria de gestão dos riscos financeiros, e nomeadamente a exposição aos riscos de preço, de crédito, de liquidez, de fluxos de caixa e de capital das várias empresas que integram o Grupo, encontramse divulgados na nota 3 das Notas às Demonstrações Financeiras Consolidadas.
Os resultados anuais são positivos, revelando importantes vitórias no crescimento internacional e melhoria da rentabilidade operacional. Apesar do contexto actual, foi ultrapassado o Guidance médio de EBITDA (+3,2%). No entanto, conforme antecipado no final do 3º trimestre de 2012, o Volume de Negócios foi inferior ao Guidance (-11,6%), sobretudo devido à forte pressão na componente de produto de terceiros no mercado nacional.
The Group's activities expose it to a variety of financial risks. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.
The objectives and policies of Novabase in the management of financial risks, namely in the exposure to price risk, credit risk, liquidity risk, cash flow risk and capital risk of the companies within the Group, are disclosed in note 3 of the Notes to the Consolidated Financial Statements.
The annual results are positive, showing significant progress on international growth and improvement of operating profitability. Despite the current economic situation, the EBITDA mean Guidance was surpassed (+3.2%). However, as anticipated in the end of the third quarter of 2012, the Turnover was lower than the Guidance (-11.6%), especially due to the strong pressure in the product component in Portugal.
A Novabase pretende, em 2013, intensificar a sua estratégia de internacionalização e reforçar o investimento na verticalização e diferenciação das suas ofertas.
Em termos de Guidance, a Novabase espera um Volume de Negócios de 215 M€, dos quais 35% fora de Portugal, e um EBITDA entre os 14 M€ e os 17 M€, que incorpora os custos adicionais associados ao reforço da sua estratégia.
Em 2013, até à emissão do presente relatório, ocorreram os seguintes factos relevantes:
O Conselho de Administração aprovou a intenção de propor à Assembleia Geral anual de 2013 a distribuição de 3.140.139,40 Euros aos accionistas. Este pagamento, que corresponde a um montante equivalente a 39,72% do resultado líquido consolidado, representa um dividendo de 10 cêntimos de Euro por acção e enquadrase na política de remuneração accionista definida pelo Conselho de Administração
In 2013, Novabase intends to enhance its internationalization strategy and increase investments in vertical integration and differentiation of its offerings.
In terms of Guidance, Novabase expects a Turnover of 215 M€, 35% of which generated outside Portugal, and an EBITDA between 14 M€ and 17 M€, which includes the additional costs associated to the reinforcement of its strategy.
In 2013, up until publication of this report, the following relevant facts occurred:
The Board of Directors has approved its plan to propose, at the 2013 General Meeting of Shareholders, the distribution of 3,140,139.40 Euros to shareholders. This distribution, corresponding to 39.72% of consolidated net profit, represents a dividend of 10 euro cents per share and is part of the shareholder earnings policy laid out by the Board of Directors in 2011, which
em 2011, que estipula propor à Assembleia Geral o pagamento anual de um montante compreendido entre 30% e 40% do resultado líquido consolidado que for apurado em cada exercício social.
A revisão anual da composição do PSI 20, em Fevereiro de 2013, estabeleceu a entrada da Novabase.
No 1º trimestre de 2013, a Novabase Capital investiu na sociedade SmartGeo Solutions, passando a deter 25% do capital social, operação realizada através do seu Fundo de Capital de Risco Novabase Capital Inovação e Internacionalização. A SmartGeo Solutions pretende tornar-se uma referência especializada na implementação de Sistemas de Informação Geográfica e no fornecimento de produtos e serviços que lhe estão associados. A empresa posiciona-se de forma activa em áreas de valor acrescentado, em que a componente analítica e o conhecimento específico são stipulates the proposal to the General Meeting of Shareholders of an annual payment ranging between 30% and 40% of consolidated net profit recorded in each financial year.
The annual review of the composition of the PSI 20, in February 2013, established the entry of Novabase.
In the first quarter of 2013, Novabase Capital has invested in a 25% stake in the company SmartGeo Solutions through its Novabase Capital Inovação e Internacionalização venture capital fund. SmartGeo Solutions aspires to become a specialized benchmark in the deployment of Geographic Information Systems (GIS) and the provision of associated products and services. The company is proactively positioning itself in value-added areas where its analytical ability and specific knowledge are differentiating factors.
aspectos diferenciadores. No exercício de 2012, a Novabase SGPS, SA apresentou um resultado líquido consolidado de € 7.906.430,07 (sete milhões, novecentos e seis mil, quatrocentos e trinta euros e sete cêntimos) e um resultado líquido de €7.433.472,27 (sete milhões, quatrocentos e trinta e três mil, quatrocentos e setenta e dois euros e vinte e sete cêntimos) nas contas individuais.
No dia 7 de Fevereiro de 2013, o Conselho de Administração da Sociedade divulgou ao mercado a sua intenção de propor à Assembleia Geral anual de 2013 a distribuição aos accionistas de um montante global de 3,1 M€, respeitante a lucros do exercício a distribuir mediante deliberação de aplicação de resultados. Esta
In 2012, Novabase SGPS, SA had a consolidated net profit of €7,906,430.07 (seven million, nine hundred and six thousand, four hundred and thirty euros and seven cents) and a net profit of €7,433,472.27 (seven million, four hundred and thirty three thousand, four hundred and seventy two euros and twenty seven cents) in the individual accounts.
On 7 February 2013, the company's Board of Directors publicly announced its intention to propose, at the 2013 General Meeting of Shareholders, the distribution to shareholders of a total of €3.1 million, corresponding to annual profits to be distributed by means of a resolution to allocate profits. This distribution, corresponding to 39.72% of
distribuição, que corresponde a um montante equivalente a 39,72% do resultado líquido consolidado, enquadra-se na política de remuneração accionista definida pelo Conselho de Administração em 2011, que estipula propor à Assembleia Geral o pagamento anual de um montante compreendido entre 30% e 40% do resultado líquido consolidado que for apurado em cada exercício social, e traduzirse-á num pagamento total aos accionistas de 0,10 Euros por acção, sujeita a aprovação da Assembleia Geral.
Nos termos das disposições legais e estatutárias, o Conselho de Administração propõe que os resultados líquidos a título individual sejam distribuídos da seguinte forma:
the consolidated net profit, is part of the shareholder earnings policy laid out by the Board of Directors in 2011, which stipulates the proposal to the General Meeting of Shareholders of an annual payment ranging between 30% and 40% of consolidated net profit recorded in each financial year, corresponding to a total payment to shareholders of €0.10 per share, subject to the approval of the General Meeting of Shareholders.
Pursuant to legal and statutory provisions, the Board of Directors proposes that the net profit be allocated, on an individual basis, as follows:
In compliance with the provisions of law and the articles of association, €97,833.65 (ninety seven thousand, eight hundred and thirty three euros and sixty five cents), which corresponds to the amount of the net profit for the year that, pursuant to legal provisions, enables statutory reserve to represent 20% of the share capital, be added to da reserva legal; 2. Atenta a afectação obrigatória do resultado líquido do exercício, acima mencionado, que, do remanescente desse resultado, sejam pagos aos accionistas €3.140.139,40 (três milhões, cento e quarenta mil, cento e trinta e nove euros e quarenta cêntimos), correspondendo a €0,10 (dez cêntimos de euro) por acção, relativamente ao número total de acções emitidas;
Que o montante remanescente do resultado líquido do exercício, no valor de €4.195.499,22 (quatro milhões, cento e noventa e cinco mil, quatrocentos e noventa e nove euros e vinte e dois cêntimos), seja transferido para resultados transitados.
the statutory reserve;
In view of the aforementioned obligatory distribution of net profit for the year, the remainder of that amount totaling €3,140,139.40 (three million, one hundred and forty thousand, one hundred and thirty nine euros and forty cents), corresponding to €0.10 (ten euro cents) per share of the total number of shares issued, shall be paid to shareholders;
The remainder of net profit for the year in the amount of €4,195,499.22 (four million, one hundred and ninety five thousand, four hundred and ninety nine euros and twenty two cents) shall be transferred to retained earnings.
Rogério Santos Carapuça (Presidente Chairman)
Luís Paulo Cardoso Salvado (CEO)
Paulo Jorge de Barros Pires Trigo Luís Fernando de Mira Amaral
João Nuno da Silva Bento Álvaro José da Silva Ferreira
Nuno Carlos Dias dos Santos Fórneas Francisco Paulo Figueiredo Morais Antunes
José Afonso Oom Ferreira de Sousa Joaquim Sérvulo Rodrigues
Manuel Alves Monteiro João Luís Correia Duque
Lisboa, 21 de Março de 2013 O Conselho de Administração
Lisbon, 21 March 2013 Board of Directors
Pedro Miguel Quinteiro Marques de Carvalho
(De acordo com a disposição no n.º 5 do artigo 447º do Código das Sociedades Comerciais)
(Under the terms of paragraph 5 of Article 447º of the Portuguese Commercial Companies Code)
| Accionistas1 Shareholders | ||
|---|---|---|
| Nº de acções No. shares |
% Capital e direito de voto % Capital and voting rights |
|
| José Afonso Oom Ferreira de Sousa | 2.514.947 | 8.01% |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.679 | 6.91% |
| Luís Paulo Cardoso Salvado | 2.079.592 | 6.62% |
| João Nuno da Silva Bento | 1.899.799 | 6.05% |
| Rogério dos Santos Carapuça | 1.884.787 | 6.00% |
| Álvaro José da Silva Ferreira | 1.519.074 | 4.84% |
| Nuno Carlos Dias dos Santos Fórneas | 122.757 | 0.39% |
| Paulo Jorge de Barros Pires Trigo | 50.000 | 0.16% |
| Manuel Alves Monteiro | 9.000 | 0.03% |
| Luís Mira Amaral | 6.305 | 0.02% |
| João Luís Correia Duque | 500 | 0.00% |
| Total | 12.257.440 | 39.03% |
1 A participação de cada um destes Accionistas corresponde à última posição comunicada à Sociedade com referência a data anterior a 31 de Dezembro de 2012.
1 The shareholding of each of these Shareholders corresponds to the last position reported to the company until December 31, 2012.
(De acordo com a disposição no n.º 4 do artigo 448º do Código das Sociedades Comerciais e artigo 16º do Código dos Valores Mobiliários 'CVM')
(Under the terms of paragraph 4 of Article 448º of the Portuguese Commercial Companies Code and Article 16º of the Portuguese Securities Code 'PSC')
| Accionistas1 Shareholders | |||
|---|---|---|---|
| % Capital e direito de voto |
|||
| Nº parcial Partial No. |
Nº de acções No. shares |
% Capital and voting rights |
|
| Partbleu, Sociedade Gestora de Participações Sociais, SA | 3.180.444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA | 1.792.144 | ||
| AVISTAR SGPS, SA | 650.000 | ||
| Elementos dos Orgãos Sociais | 60 | ||
| Corporate Board Members | |||
| Grupo Banco Espírito Santo, SA | 2.442.204 | 7.78% | |
| (termos do n.º 1 do Art.º 20 do CVM) (paragraph 1 Article 20 of PSC) | |||
| José Afonso Oom Ferreira de Sousa | 2.514.947 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2.170.679 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2.079.592 | 6.62% | |
| João Nuno da Silva Bento | 1.899.799 | 6.05% | |
| Rogério dos Santos Carapuça | 1.884.787 | 6.00% | |
| Fernando Fonseca Santos | 1.575.020 | 5.02% | |
| Fundo Santander Acções Portugal | 1.413.967 | ||
| Fundo Santander PPA | 138.786 | ||
| Santander Asset Management - Soc. Gestora de Fundos | 1.552.753 | 4.94% | |
| de Investimento Mobiliário, SA | |||
| (termos do n.º 1 do Art.º 20 do CVM) (paragraph 1 Article 20 of PSC) | |||
| Álvaro José da Silva Ferreira | 1.519.074 | 4.84% | |
| Caixagest Acções Portugal | 209.382 | ||
| Caixagest PPA | 467.332 | ||
| Caixagest — Técnicas de Gestão de Fundos, SA | 676.714 | 2.16% | |
| (termos do n.º 1 do Art.º 20 do CVM) (paragraph 1 Article 20 of PSC) | |||
| IBIM2 Ltd | 648.486 | 2.07% | |
| Total | 22.144.499 | 70.52% |
1 A participação de cada um destes Accionistas corresponde à última posição comunicada à
Sociedade com referência a data anterior a 31 de Dezembro de 2012.
1 The shareholding of each of these Shareholders corresponds to the last position reported to the company until December 31, 2012.
(Nos termos dos números 6 e 7 do artigo 14º do Regulamento da CMVM n.º 5/2008)
(Under the terms of paragraphs 6 and 7 of Article 14º of the Portuguese Securities Market Commission – CMVM – Regulation nº. 5/2008)
| Dirigente Director |
Transacção Transaction |
Data Date |
|
|---|---|---|---|
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 16.02.2012 | |
| Nuno Carlos Dias dos Santos Fórneas | Aquisição Acquisition | 02.04.2012 | |
| Nuno Carlos Dias dos Santos Fórneas | Aquisição Acquisition | 02.04.2012 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 11.05.2012 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 14.05.2012 | |
| Luís Paulo Cardoso Salvado | Aquisição Acquisition | 15.05.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 11.05.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 14.05.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 15.05.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 22.06.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 03.07.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 15.11.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 20.11.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 04.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 04.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 04.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 04.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 07.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 11.12.2012 | |
| Álvaro José da Silva Ferreira | Aquisição Acquisition | 11.12.2012 |
Total
Anexos ao relatório consolidado de gestão Annexes to the consolidated board of directors' report
| Hora Time |
Local Location |
Nº Acções No Shares |
Preço unitário (€) Price per share (€) |
||
|---|---|---|---|---|---|
| 10:08:04 AM | Euronext Lisbon | 20.000 | 2.17 | ||
| - | Fora de Mercado Regulamentado 0ver-the-counter | 15.405 | 2.79 | ||
| - | Fora de Mercado Regulamentado 0ver-the-counter | 4.028 | 2.32 | ||
| 4:29:08 PM | Euronext Lisbon | 12.500 | 2.15 | ||
| 3:27:15 PM | Euronext Lisbon | 14.045 | 2.13 | ||
| 9:50:15 AM | Euronext Lisbon | 35.000 | 2.16 | ||
| 4:29:08 PM | Euronext Lisbon | 12.500 | 2.15 | ||
| 3:27:15 PM | Euronext Lisbon | 14.046 | 2.13 | ||
| 9:50:15 AM | Euronext Lisbon | 35.000 | 2.16 | ||
| 3:52:34 PM | Euronext Lisbon | 100.000 | 1.91 | ||
| 12:49:50 PM | Euronext Lisbon | 10.000 | 1.85 | ||
| 11:25:00 AM | Euronext Lisbon | 28.105 | 2.16 | ||
| 11:52:37 AM | Euronext Lisbon | 40.000 | 2.15 | ||
| 2:43:37 PM | Euronext Lisbon | 25.000 | 2.13 | ||
| 3:21:40 PM | Euronext Lisbon | 11.820 | 2.14 | ||
| 3:22:03 PM | Euronext Lisbon | 4.384 | 2.15 | ||
| 4:21:43 PM | Euronext Lisbon | 22 | 2.14 | ||
| 3:45:58 PM | Euronext Lisbon | 8.774 | 2.15 | ||
| 11:19:18 AM | Euronext Lisbon | 9.500 | 2.15 | ||
| 3:22:59 PM | Euronext Lisbon | 10.500 | 2.15 | ||
| 410.629 |
(Nos termos da alínea d) do n.º 5 do artigo 66º do Código das Sociedades Comerciais)
| Em 31 de Dezembro de 2011, |
|---|
| a Novabase S.G.P.S. detinha |
| em carteira 980.527 acções |
| próprias, representativas de |
| cerca de 3,12% do seu capital |
| social. |
Durante o ano de 2012, a empresa cedeu 238.211 acções próprias a um preço líquido médio de 2,95 Euros, sendo que que 212.645 acções próprias foram utilizadas na liquidação de aquisições a Interesses que não controlam verificadas em 2008 e em 2010, e 25.566 como prémios a colaboradores.
Em 31 de Dezembro de 2012, a Novabase S.G.P.S. detinha em carteira 742.316 acções próprias, representativas de cerca de 2,36% do seu capital social.
At 31 December 2011, Novabase S.G.P.S. held 980,527 own shares, representing 3.12% of its share capital.
During 2012, the company transferred 238,211 own shares at the average net price of 2.95 Euros. 212,645 own shares transfers were used in the settlement of acquisitions to non-controlling interests occurred in 2008 and 2010 and 25,566 as bonuses to employees.
At 31 December 2012, Novabase S.G.P.S. held 742,316 own shares, representing 2.36% of its share capital.
| Transacção Transaction |
Data Date |
|---|---|
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 02.04.2012 |
| Cedência Transfer | 25.05.2012 |
| Cedência Transfer | 25.05.2012 |
| Cedência Transfer | 25.05.2012 |
| Cedência Transfer | 25.05.2012 |
Total
(Under the terms of section d) of paragraph 5 of Article 66º of the Portuguese Commercial Companies Code)
| Local Location |
Nº Acções No Shares |
Preço unitário (€) Price per share (€) |
|
|---|---|---|---|
| Fora de Mercado Regulamentado Over-the-Counter | 26.018 | 2.79 | |
| Fora de Mercado Regulamentado Over-the-Counter | 24.539 | 2.79 | |
| Fora de Mercado Regulamentado Over-the-Counter | 24.170 | 2.79 | |
| Fora de Mercado Regulamentado Over-the-Counter | 15.405 | 2.79 | |
| Fora de Mercado Regulamentado Over-the-Counter | 4.348 | 3.81 | |
| Fora de Mercado Regulamentado Over-the-Counter | 4.348 | 3.81 | |
| Fora de Mercado Regulamentado Over-the-Counter | 348 | 3.81 | |
| Fora de Mercado Regulamentado Over-the-Counter | 5.493 | 3.81 | |
| Fora de Mercado Regulamentado Over-the-Counter | 1.831 | 3.81 | |
| Fora de Mercado Regulamentado Over-the-Counter | 24.826 | 3.68 | |
| Fora de Mercado Regulamentado Over-the-Counter | 12.413 | 3.68 | |
| Fora de Mercado Regulamentado Over-the-Counter | 12.413 | 3.68 | |
| Fora de Mercado Regulamentado Over-the-Counter | 12.413 | 3.68 | |
| Fora de Mercado Regulamentado Over-the-Counter | 6.804 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 6.417 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 6.321 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 4.028 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 1.137 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 1.137 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 91 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 1.436 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 478 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 6.493 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.246 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.246 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.246 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.606 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.005 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 3.606 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 10.852 | 2.32 | |
| Fora de Mercado Regulamentado Over-the-Counter | 594 | 2.07 | |
| Fora de Mercado Regulamentado Over-the-Counter | 2.971 | 2.07 | |
| Fora de Mercado Regulamentado Over-the-Counter | 155 | 2.07 | |
| Fora de Mercado Regulamentado Over-the-Counter | 777 | 2.07 |
238.211
| Demonstração da posição financeira consolidada Consolidated statement of financial position |
||
|---|---|---|
| Milhares de Euros Thousand of Euros |
31.12.12 | 31.12.11 |
| Activo Assets | ||
| Activos Não Correntes Non-Current Assets | ||
| Activos fixos tangíveis Property, plant and equipment | 7.101 | 9.000 |
| Activos intangíveis Intangible assets | 31.660 | 31.127 |
| Investimentos em empresas associadas | 855 | 1.031 |
| Investments in associates | ||
| Activos financeiros ao justo valor através de resultados | 1.731 | 755 |
| Other financial assets at fair value through profit or loss | ||
| Activos por impostos diferidos Deferred income tax assets | 12.249 | 12.387 |
| Total de Activos Não Correntes Total Non-Current Assets | 53.596 | 54.300 |
| Activos Correntes Current Assets | ||
| Inventários Inventories | 4.474 | 6.909 |
| Clientes e outras contas a receber Trade and other receivables | 92.489 | 92.830 |
| Acréscimos de proveitos Accrued income | 10.035 | 16.414 |
| Imposto sobre o rendimento a receber Income tax receivable | 2.057 | 3.211 |
| Instrumentos financeiros derivados | 216 | 245 |
| Derivative financial instruments | ||
| Outros activos correntes Other current assets | 5.782 | 5.236 |
| Activos financeiros detidos para negociação | 9.855 | - |
| Financial assets held for trading | ||
| Caixa e equivalentes a caixa Cash and cash equivalents | 40.452 | 27.157 |
| Total de Activos Correntes Total Current Assets | 165.360 | 152.002 |
| Activos operações descontinuadas Assets for discontinued operations |
- | - |
| Milhares de Euros Thousand of Euros |
31.12.12 | 31.12.11 | ||
|---|---|---|---|---|
| Capitais próprios Equity | ||||
| Capital social Share capital | 15.701 | 15.701 | ||
| Acções próprias Treasury shares | (371) | (490) | ||
| Prémios de emissão Share premium | 43.560 | 43.560 | ||
| Reservas e resultados acumulados | 33.481 | 31.206 | ||
| Reserves and retained earnings | ||||
| Resultado líquido Profit for the year | 7.906 | 2.651 | ||
| Total dos Cap. Próp. Atrib. aos Accionistas | 100.277 | 92.628 | ||
| Total Equity atrib. To Owners of the parent | ||||
| Interesses que não controlam Non-controlling interests | 10.613 | 9.811 | ||
| Total dos Capitais Próprios Total Equity | 110.890 | 102.439 | ||
| Passivo Liabilities | ||||
| Passivos não Correntes Non-current Liabilities | ||||
| Empréstimos Borrowings | 11.287 | 12.028 | ||
| Provisões Provisions Passivos por impostos diferidos Deferred income tax liabilities |
2.436 | 1.721 100 |
||
| Outros passivos não correntes Other-non current liabilities | 100 70 |
308 | ||
| Total de Passivos não Correntes Total Non-Current Liabilities | 13.893 | 14.157 | ||
| Passivos Correntes Current Liabilities Empréstimos Borrowings |
5.279 | |||
| Fornecedores e outras contas a pagar Trade and other payables | 5.246 | 60.935 | ||
| Imposto sobre o rendimento a pagar | 59.755 916 |
17 | ||
| Income tax payable | ||||
| Instrumentos financeiros derivados | 34 | 461 | ||
| Derivative financial instruments | ||||
| Proveitos diferidos e outros passivos correntes | 27.902 | 22.669 | ||
| Deferred income and other current liabilities | ||||
| Total de Passivos Correntes Total Current Liabilities | 93.853 | 89.361 | ||
| Passivos operações descontinuadas | ||||
| Liabilities for discontinued operations | 320 | 345 | ||
| Total do Passivo Total Liabilities | 108.066 | 103.863 | ||
| Total dos Capitais Próprios e Passivo Total Equity and Liabilities | 218.956 | 206.302 |
| Demonstração do rendimento integral consolidado | |
|---|---|
| Consolidated statement of comprehensive income | |
Milhares de Euros
31.12.12
31.12.11
| Operações em continuação Continuing operations | ||
|---|---|---|
| Vendas Sales | 74.280 | 96.918 |
|---|---|---|
| Prestação de serviços Services rendered | 137.795 | 132.715 |
| Custo das vendas Cost of sales | (65.126) | (86.917) |
| Fornecimentos e serviços externos | (52.228) | (51.720) |
| External supplies and services | ||
| Gastos com o pessoal Employee benefit expense | (75.936) | (76.210) |
| Custos de reestruturação Restructuring costs | - | (3.496) |
| Outros ganhos e perdas líquidos Other gains/(losses) - net | (725) | (543) |
| Amortizações e depreciações Depreciation and amortisation | (5.757) | (6.125) |
| Resultados Operacionais Operating Profit | 12.303 | 4.622 |
| Proveitos financeiros Finance income | 4.731 | 3.770 |
| Custos financeiros Finance costs | (4.721) | (4.626) |
| Perdas em associadas Share of post tax loss of associates | (176) | (645) |
| Resultados Antes de Impostos Profit Before Tax | 12.137 | 3.121 |
| Imposto sobre o rendimento Income tax expense | (2.376) | (884) |
| Resultados das Operações em continuação Net Profit from Continuing operations |
9.761 | 2.237 |
| Operações descontinuadas Discontinued operations | ||
| Resultados das Operações descontinuadas Net Profit from Discontinued operations |
- | 703 |
| Resultado Líquido Profit for the Year | 9.761 | 2.940 |
| Outro rendimento integral no exercício Other comprehensive income |
- | - |
| Rendimento integral total no exercício |
| Total comprehensive income for the year | 9.761 | 2.940 |
|---|---|---|
| Milhares de Euros Thousand of Euros |
31.12.12 (12M*) |
31.12.11 (12M*) |
|
|---|---|---|---|
| Resultado Líquido Atribuível a: Profit attributable to: | |||
| Accionistas Owners of the Parent | 7.906 | 2.651 | |
| Interesses que não controlam Non-controlling interests | 1.855 | 289 | |
| 9.761 | 2.940 | ||
| Rendimento Integral Atribuível a: | |||
| Total comprehensive income attributable to: | |||
| Accionistas Owners of the Parent | 7.906 | 2.651 | |
| Interesses que não controlam Non-controlling interests | 1.855 | 289 | |
| 9.761 | 2.940 | ||
| Resultado por acção atribuível aos accionistas (€ por acção) | |||
| Earnings per share attributable to owners of the parent (Euros per share) | |||
| Resultado por acção básico Basic earnings per share | |||
| Das operações em continuação From continuing operations | 0.26 Euros | 0.06 Euros | |
| Das operações descontinuadas From discontinued operations | Zero Euros | 0.02 Euros | |
| Resultado por acção básico Basic earnings per share | 0.26 Euros | 0.09 Euros | |
| Resultado por acção diluído Diluted earnings per share | |||
| Das operações em continuação From continuing operations | 0.26 Euros | 0.06 Euros | |
| Das operações descontinuadas From discontinued operations | Zero Euros | 0.02 Euros |
12M* - período de 12 meses findo em 12M* - period of 12 months ended
Audit Committee
Dear Shareholders,
Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code and nº of Article 508-D of the same code, we now present a brief summary of our supervisory activities, together with our opinion on the Annual Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the year ending 31 December 2012.
Over the course of the period ended December 31, 2012, the Audit Committee held 8 formal meetings and several informal meetings to supervise the following:
Audit Committee
Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Statutory Auditors Report of the Limited Review Report which deserved our agreement, it is our opinion that:
Lisbon, 21 March 2013
Luis Mira Amaral (Chairman)
Manuel Alves Monteiro (Member)
João Luís Duque (Member)
1 As required by law, we present the Audit Report for Statutory and Stock Exchange Regulatory Purposes on the financial information included in the Directors' Report and in the attached consolidated financial statements of Novabase, SGPS, SA., comprising the consolidated statement of financial position as at December 31, 2012, (which shows total assets of Euros 218.956 thousand and total shareholder's equity of Euros 110.890 thousand including non-controlling interests of Euros 10.613 thousand and a net profit of Euros 7.906 thousand), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the corresponding notes to the accounts.
2 It is the responsibility of the Company's Board of Directors (i) to prepare the Directors' Report and the consolidated financial statements which present fairly, in all material respects, the financial position of the Company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (ii) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code; (iii) to adopt appropriate accounting policies and criteria; (iv) to maintain appropriate systems of internal control; and (v) to disclose any significant matters which have influenced the activity, financial position or results of the Company and its subsidiaries.
3 Our responsibility is to verify the financial information included in the financial statements referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report based on our audit.
4 We conducted our audit in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Accordingly, our audit included: (i) verification that the Company and its subsidiaries' financial statements have been appropriately examined and, for the cases where such an audit was not carried out, verification, on a sample basis, of the evidence supporting the amounts and disclosures in the consolidated financial statements and assessing the reasonableness of the estimates, based on the judgements and criteria of the Board of Directors used in the preparation of the consolidated financial statements; (ii) verification of the consolidation operations and the utilization of the equity method; (iii) assessing the appropriateness of the accounting principles used and their disclosure, as applicable; (iv) assessing the applicability of the going concern basis of accounting; (v)
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal Tel +351 213 599 000, Fax +351 213 599 999, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. assessing the overall presentation of the consolidated financial statements; and (vi) assessing the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.
5 Our audit also covered the verification that the information included in the Directors' Report is consistent with the financial statements as well as the verification set forth in paragraphs 4 and 5 of Article 451º of the Companies Code.
6 We believe that our audit provides a reasonable basis for our opinion.
7 In our opinion, the consolidated financial statements referred to above, present fairly in all material respects, the consolidated financial position of Novabase, SGPS, SA. as at December 31, 2012, the consolidated results and the consolidated comprehensive income of its operations, the changes in consolidated equity and the consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and the information included is complete, true, up-to-date, clear, objective and lawful.
8 It is also our opinion that the information included in the Directors' Report is consistent with the consolidated financial statements for the year and that the Corporate Governance Report includes the information required under Article 245-A of the Portuguese Securities Market Code.
March 21, 2013
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Jorge Manuel Santos Costa, R.O.C.
| SHAREHOLDER STRUCTURE ON 31 DECEMBER 2012 2 | |
|---|---|
| INTRODUCTION 4 | |
| CHAPTER 0: DECLARATION OF COMPLIANCE 5 | |
| ASSESSMENT OF THE GOVERNANCE MODEL 20 | |
| CHAPTER I: GENERAL MEETING OF SHAREHOLDERS 21 | |
| CHAPTER II: MANAGEMENT AND SUPERVISORY BOARDS 29 | |
| SECTION I – GENERAL POINTS 29 SECTION II – BOARD OF DIRECTORS 45 SECTION III – GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE, AUDITING |
|
| COMMITTEE AND AUDIT BOARD 61 SECTION IV - REMUNERATION 66 SECTION V – SPECIAL COMMITTEES 76 |
|
| CHAPTER III: INFORMATION AND AUDITING 79 | |
| ANNEXES: 98 |
Shareholdings of Corporate Board Members (Article 447, Item 5 of the Commercial Companies Code)1
| # | % | ||
|---|---|---|---|
| Shareholder | Shares1 | Capital and Voting Rights |
|
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2,079,592 | 6.62% | |
| João Nuno da Silva Bento | 1,899,799 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,787 | 6.00% | |
| Álvaro José da Silva Ferreira | 1,519,074 | 4.84% | |
| Nuno Carlos Dias dos Santos Fórneas | 122,757 | 0.39% | |
| Paulo Jorge de Barros Pires Trigo | 50,000 | 0.16% | |
| Manuel Alves Monteiro | 9,000 | 0.03% | |
| Luís Fernando de Mira Amaral | 6,305 | 0.02% | |
| João Luis Correia Duque | 500 | 0.00% | |
| Total | 12,257,440 | 39.03% |
1The shareholding of each of these corporate board members corresponds to the last position notified to the company in reference to a date before 31 December 2012. Information on the number of options attributed to each corporate board member in 2012 is found in point II.31.
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and Voting Rights |
| Partbleu, Sociedade Gestora de Participações | 3,180,444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA | 1,792,144 | ||
| AVISTAR SGPS, SA | 650,000 | ||
| Corporate board members | 60 | ||
| Banco Espírito Santo, SA Group (under the terms of Article 20, Item 1 of the Securities Code) |
2,442,204 | 7.78% | |
| José Afonso Oom Ferreira de Sousa | 2,514,9472 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,6792 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2,079,5922 | 6.62% |
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and Voting Rights |
| João Nuno da Silva Bento | 1,899,7992 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,78722 | 6.00% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo de Investimento Mobiliário Aberto Poupança Acções Santander PPA |
138,786 | ||
| Fundo de Investimento Mobiliário Aberto Santander Acções Portugal |
1,413,967 | ||
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (under the terms of Article 20, Item 1 of the Securities Code) |
1,552,753 | 4.94% | |
| Álvaro José da Silva Ferreira | 1,519,074 | 4.84% | |
| CAIXAGEST ACÇÕES PORTUGAL – Fundo de Investimento Mobiliário Aberto de Acções |
209,382 | ||
| CAIXAGEST PPA - Fundo de Investimento Mobiliário Aberto de Poupança em Acções |
467,332 | ||
| Caixagest - Técnicas de Gestão de Fundos, SA3 | 676,714 | 2.16% | |
| IBIM2 Ltd | 648,486 | 2.07% | |
| Total | 22,144,499 | 70.52% |
1The shareholding of each of these shareholders corresponds to the last position notified to the company in reference to a date before 31 December 2012.
2It includes shares under the shareholders' agreement in force on 31 December 2012, described in point III.5. of this report. The voting rights attributable to other shareholders under this agreement are attributable to the shareholder in question. The total voting rights under this agreement corresponded to 10,488,066 shares representing 33.40% of the share capital and voting rights of Novabase - SGPS, S.A.
3 On 05 February 2013, Novabase was notified that CaixaGest's holding had decreased to 1.9390%.
Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter called "Novabase" or "Company") has chosen to publish a separate annex to its annual report on the topic of corporate governance, in compliance with Article 245/A of the Securities Code and in accordance with the provisions of CMVM Regulation no. 01/2010 on the Governance of Listed Companies, organized according to the scheme outlined in Annex I to this CMVM regulation.
In this report, Novabase indicates which recommendations have been adopted and not adopted – with justification in the latter case – from the CMVM 2010 Corporate Governance Code ("Recommendations"), published in January 2010 ("Corporate Governance Code").
This annex, which is an integral part of Novabase's 2012 annual report, contains information complying with the requirements of Article 7 of the Securities Code, and includes references to other annexes of this annual report.
Novabase has been a publicly-traded company since July 2000. It operates according to a constantly-evolving corporate governance model, aimed at optimizing its performance and benefiting all of its stakeholders – those interested in its corporate activities, namely shareholders, investors, customers, partners and employees.
In light of trends in best corporate governance practices in accordance with rules and recommendations issued by the CMVM, and taking into account Novabase's experiences since its admission to trading on the Euronext Lisbon regulated market, shareholders at the General Meeting of Shareholders of 12 April 2007 approved an Anglo-Saxon corporate governance model that includes a Board of Directors with an Auditing Committee and a statutory auditor. Moreover, following the General Meeting of Shareholders of 28 April 2009, two specialized committees were established within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee. In order to improve its governance practices, Novabase constantly analyses the implementation of this model.
Note that the Association of Listed Securities Issuers (AEM – Associação de Empresas Emitentes de Valores Cotados em Mercado) and the Catholic University of Portugal (Universidade Católica Portuguesa) presented a study in 2012 on the degree of compliance with corporate governance recommendations in force in Portugal, weighted by their affinity with a number of international benchmarks, with total values ranging from 5,000 to 10,000 (complete compliance with recommendations considered relevant) and scores ranging from D (minimum rating) to AAA (maximum rating).
In this study, Novabase received a rating of AAA and a score of 9,730.49.
Furthermore, according to the CMVM in its Annual Report on the Governance of Listed Companies in Portugal (2012), Novabase adopted 96% of the recommendations of the Corporate Governance Code; the remaining recommendations not adopted by the company are duly justified in this report.
0.1. The Corporate Governance Code and CMVM Regulation No. 1/2010 on the Governance of Listed Companies are available on the company's website (www.novabase.pt) in the section "IR/ Corporate Governance", and on the CMVM website at www.cmvm.pt.
0.2. Itemized below are the Corporate Governance Code recommendations, adopted and not adopted (defining "not adopted" as those recommendations which were not followed in their entirety). With regard to the latter, Novabase describes the reasons for not adopting them in full.
| Recommendation | Fulfilment | Remarks | |||
|---|---|---|---|---|---|
| I. General Meeting of Shareholders | |||||
| I.1. GENERAL MEETING BOARD | |||||
| 1 | I.1.1. The Chairman of the General Meeting Board shall be equipped with the necessary and adequate human resources and logistic support, taking the financial position of the company into consideration. |
Yes | The Chairman of the General Meeting of Shareholders has access to a work room and secretary services at the company when needed (see point I.1.). |
||
| 2 | I.1.2. The remuneration of the Chairman of the General Meeting Board shall be disclosed in the annual report on corporate governance. |
Yes | The Chairman of the General Meeting of Shareholders is remunerated according to attendance in the amount of €1,000 per meeting presided over (see point I.3.). |
||
| I.2. PARTICIPATION AT THE MEETING | |||||
| 3 | I.2.1. The requirement for the Board to receive statements for share deposit or blocking for participation at the general meeting shall not exceed 5 working days. |
Not applicable (n/a) |
In view of the entry into force of the registry date regime for preparing and holding General Meetings of Shareholders, pursuant to Article 23 C of the Securities Code, this recommendation no longer applies to Novabase. |
||
| 4 | I.2.2. Should the General Meeting be suspended, the company shall not compel share blocking during that period until the meeting is resumed and shall then follow the standard requirement of the first session. |
n/a | This recommendation no longer applies to Novabase, for the reason stated in the preceding recommendation. |
||
| I.3. VOTING AND EXERCISING VOTING RIGHTS | |||||
| 5 | I.3.1. Companies shall not impose any statutory restriction on postal voting and whenever adopted or admissible, on electronic voting. |
Yes | Article 9 (no. 9.) of Novabase's articles of association governs postal voting, while the applicable rules for voting by electronic means are defined in each meeting notice. In both cases, there are no restrictions imposed on voting rights (see points I.9., I.10., I.11. and I.12.). |
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| 6 | I.3.2. The statutory deadline for receiving early voting ballots by mail shall not exceed 3 working days. |
Yes | Novabase's articles of association state that voting ballots must be received by the third working day preceding the date of the General |
| Meeting of Shareholders (see point I.11.). |
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|---|---|---|---|
| 7 | I.3.3. Companies shall ensure the level of voting rights and the shareholder's participation is proportional, ideally through the statutory provision that obliges the one share-one vote principal. The companies that: i) have shares that do not confer voting right; ii) establish non casting of voting rights above a certain number, when issued solely by a shareholder or by shareholders associated to the former, do not comply with the proportionality principle. |
Yes | Under Article 9, no. 5, of Novabase's articles of association, one share corresponds to one vote (see point I.6.). |
| I.4. DELIBERATING QUORUM | |||
| 8 | Companies shall not set a deliberating quorum that outnumbers that which is prescribed by law. |
Yes | The deliberating quorum of Novabase's General Meeting of Shareholders, as established by its articles of association, is the same as that prescribed by law (see point I.8.). |
| I.5. MINUTES AND INFORMATION ON RESOLUTIONS PASSED | |||
| 9 | Extracts from the minutes of the general meetings or documents with corresponding content must be made available to shareholders on the company's website within a five day period after the General Meeting has been held, irrespective of the fact that such information may not be classified as material. The information disclosed shall cover the resolutions passed, the represented capital and the voting results. Said information shall be visible on the company's website for no less than a 3 year period. |
Yes | A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders. At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders. On its website, Novabase keeps a collection of information on meetings held over the past three years, including the number of people present, number of shareholders represented, meeting agendas and decisions taken (see points I.13. and I.14.). |
| I.6. MEASURES ON CORPORATE CONTROL | |||
| 10 | I.6.1. Measures aimed at preventing successful takeover bids, shall respect both the company's and the shareholders' interests. The company's articles of association that by complying with said principal, provide for the restriction of the number of votes that may be held or exercised by a sole shareholder, either individually or in concert with other shareholders, |
No | There is a shareholders' agreement among a group of shareholders, which is described in point III.5. Novabase believes that the existence of this shareholders' agreement does not constitute a defensive measure contrary to shareholder interests in itself, since |
| shall also foresee for a resolution by the General Assembly (5 year intervals, at least), on whether that statutory provision is to be amended or prevails – without quorum requirements superior to the one legally in force – and that in said resolution, all votes cast be counted, without applying said restriction. |
it ensures stability in the management of the company, therefore safeguarding Novabase's corporate and shareholder interests. Furthermore, Novabase believes that because the current shareholders' agreement involves only 33.40% of the company's total shares, it should not be considered a defensive measure against any public offerings for acquisition, given that in addition to the fact that it was not established for this purpose, such a shareholders' agreement cannot prevent the transfer of control of the company and therefore the success of any general public offerings for acquisition. (See point III.5. with regard to the latter). However, due to the existence of this shareholders' agreement, the CMVM believes that Novabase does not fulfil this recommendation in its entirety. |
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|---|---|---|---|
| 11 | I.6.2. In cases such as change of control or changes to the composition of the Board of Directors, defensive measures should not be adopted that instigate an immediate and serious asset erosion in the company, and further disturb the free transmission of shares and voluntary assessment of the performance of the Board of Directors by the shareholders. |
Yes | Novabase has not adopted defensive measures that automatically cause serious erosion in the company's assets in the event of the transfer of control or changes to the composition of the Board of Directors (see points I.20., I.21. and I.22.). |
| II. MANAGEMENT AND SUPERVISORY BOARDS | |||
| II.1. GENERAL POINTS | |||
| II.1.1. STRUCTURE AND DUTIES | |||
| 12 | II.1.1.1. The Board of Directors shall assess the adopted model in its Annual Report on Corporate Governance and pin-point possible barriers to its functioning and shall propose measures that it deems fit for surpassing such obstacles. |
Yes | In this report, Novabase's Board of Directors assesses the governance model adopted (see "Corporate Governance Model Assessment" in Chapter 0). |
| 13 | II.1.1.2. Companies shall establish internal control and risk management systems in order to safeguard the company's worth, encourage transparency and identify and manage risk. Said systems shall include at least the following components: i) setting of the company's strategic objectives as regards risk assumption; ii) identifying the main risks associated to the company's activity and any events that might generate risks; iii) analyse and determine the extent of the impact and the likelihood that each of said potential risks will occur; iv) risk management aimed at aligning actually incurred risks with the company's strategic options for risk assumption; v) control mechanisms for executing measures for adopted risk management and its effectiveness; vi) adoption of internal mechanisms for information and communication on various components of the system and of risk warning; vii) periodic assessment of the implemented system and the adoption of the |
Yes | The internal control and risk management systems established by Novabase are described in point II.5. |
| amendments that are deemed necessary. | |||
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| 14 | II.1.1.3. The Board of Directors shall ensure the establishment and functioning of the internal control and risk management systems. The Supervisory Board shall be responsible for assessing the functioning of said systems and proposing the relevant adjustment to the company's needs. |
Yes | The responsibilities of Novabase's managing board (namely establishment and functioning) and supervisory board (namely assessment and proposed adjustment) with regard to internal control and risk management systems are described in point II.6. |
| 15 | II.1.1.4. Companies shall: i) identify the main economic, financial and legal risks that the company is exposed to during the exercise of its activity; ii) describe the performance and efficiency of the risk management system, in its Annual Report on Corporate Governance. |
Yes | Primary economic, financial and legal risks are outlined in point II.9. The performance and efficiency of the risk management system is described in point II.5. |
| 16 | II.1.1.5 The Board of Directors and the Supervisory Board shall establish internal regulations and shall have these disclosed on the company's website. |
Yes | As stated in point II.7., the Board of Directors and Auditing Committee have operating regulations, which are published at Novabase's website. |
| II.1.2. GOVERNANCE INCOMPATIBILITY AND INDEPENDENCE | |||
| 17 | II.1.2.1. The Board of Directors shall include a number of non-executive members that ensure the efficient supervision, auditing and assessment of the executive members' activity. |
Yes | The composition of the Board of Directors includes, as of 31 December 2012, an adequate number of non-executive directors (exceeding one-third of the total); three of them are independent, and are part of the Auditing Committee. These independent directors monitor and assess the management of the Company on a continuous basis. They are empowered to propose the appointment of external auditors, supervise the implementation of Novabase's strategic and budgetary plan each year, as well as monitor the activities of the Executive Committee in performing its duties involving the day-to-day running of the company (see point II.14.). |
| 18 | II.1.2.2. Non-executive members must include an adequate number of independent members. The size of the company and its shareholder structure must be taken into account when devising this number and may never be less than a fourth of the total number of directors. |
No | In 2012, Novabase's Board of Directors did not have a number of independent non-executive directors exceeding one fourth of the total number of directors (see point II.14.). This was due to the fact that Novabase elected a new executive director, who took on the duties of COO, which was absolutely necessary in view of the new challenges faced by the company and the increased know-how brought to the managing board by this new director. Moreover, redistributing any Executive Committee duties to decrease the number of executive directors was not feasible. |
| Since Novabase already has a sufficient number of non-executive directors, artificially increasing their number for the mere purpose of adopting this recommendation was also not an advisable solution. In this way, and in view of Novabase's needs vis-à-vis its size and nature, the decision was made to not arbitrarily inflate the Board of Directors. (see point II.15.). |
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| 19 | II.1.2.3. The independency assessment of its non-executive members carried out by the Board of Directors shall take into account the legal and regulatory rules in force concerning the independency requirements and the incompatibility framework applicable to members of other corporate boards, which ensure orderly and sequential coherence in applying independency criteria to all the company. An independent executive member shall not be considered as such, if in another corporate board and by force of applicable rules, may not be an independent executive member. |
Yes | The independency assessment of non-executive directors takes the independency requirements and applicable incompatibility framework into account, namely Articles 414 and 414 A of the Commercial Companies Code, specifically ensuring the orderly and sequential coherence in applying independency criteria to all the company (see point II.15.). |
| II.1.3. ELIGIBILITY CRITERIA FOR APPOINTMENT | |||
| 20 | II.1.3.1. Depending on the applicable model, the Chairman of the Audit Board, the Auditing Committee or the Financial Matters Committees shall be independent and be adequately capable to carry out its duties. |
Yes | The three members of the Auditing Committee are independent, and are adequately capable of performing these duties (see point II.21.). |
| 21 | II.1.3.2 The selection process of candidates for non-executive members shall be structured so as prevent interference by executive directors. |
No | Candidates for non-executive director positions are selected through a process conducted exclusively by shareholders, in which they are nominated for election at the General Meeting of Shareholders via a proposal signed by the company's shareholders, with no interference, at any time during the selection process, from executive directors in this capacity. It should be noted with regard to this matter that, although some executive directors are also qualified company shareholders and signatories of the shareholders' agreement referred to in point III.5. of this report, the scope of this recommendation seems to revolve solely around the need to prevent executive directors from influencing the selection process for non executive directors, and does not seek to limit the exercising of inherent shareholder rights. As such, the ability of shareholders, as shareholders, to influence the process of selecting candidates for non-executive director positions seems to be irrelevant in this regard. Notwithstanding the above, it should also be noted that, even if the fact |
| that some executive directors are also shareholders did apply for the purposes of this recommendation, the directors in question are only three of the six members of the Executive Committee; the three executive directors who are not in this situation do not have any influence or involvement in the process of selecting candidates for non-executive director positions, clearly demonstrating that any involvement of people performing executive duties in this selection process is in no way related to the performance of these duties. Moreover, these executive directors own only 41.69% of the shares covered by the terms and conditions of the shareholders' agreement currently in force; as such, they are not in a position, by themselves, to have any decisive factual influence in the process of selecting non executive directors. Even so, the CMVM believes that Novabase has not adopted this Recommendation No. II.1.3.2 of the Corporate Governance Code. However, the company has chosen to keep the current rules for selecting directors, since it does not wish to implement rules that restrict or invalidate rights of any kind to which its shareholders are lawfully entitled. (see point II.16.). |
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| II.1.4. POLICY FOR REPORTING IRREGULARITIES | |||
| 22 | II.1.4.1. The company shall adopt a policy whereby irregularities occurring within the company, are reported. Such reports should contain the following information: i) the means through which such irregularities may be reported internally, including the persons that are entitled to receive the reports; ii) how the report is to be handled, including confidential treatment, should it be required by the reporter. |
Yes | Employees and other Novabase stakeholders have access to a direct and confidential channel for reporting any practice that appears to be improper and/or irregular in any way, whatever it may be, having occurred at the company, with the guarantee of confidentiality (see point II.35.). |
| 23 | II.1.4.2. The general guidelines on this policy should be disclosed in the corporate governance report. |
Yes | The general guidelines on this policy are disclosed in the corporate governance report (see point II.35.). |
| II.1.5. REMUNERATION | |||
| 24 | III.1.5.1. The remuneration of the Members of the Board of Directors shall be structured such that the formers' interests are capable of being aligned with the long-term interests of the company. Furthermore, the remuneration shall be based on performance assessment and shall |
No1 |
1 Novabase believes that Recommendation No. II.1.5.1. is a generic recommendation, further divided into several "subrecommendations", and as such is only fulfilled in its entirety when all of these "sub-recommendations" are completely fulfilled, which is not the case. However, in view of the wide range of issues addressed by these "sub-recommendations", Novabase believes that their fulfilment and applicability to Novabase should be evaluated individually and independently, as shown in the table. The analysis of the unfulfilled "sub-recommendations" is also meant to provide justification for the non-fulfilment of this generic recommendation.
| discourage taking on excess risk. Thus, remunerations shall be structured as follows: |
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|---|---|---|
| i) The remuneration of the Board of Directors carrying out executive duties shall include a variable element which is determined by a performance assessment carried out by the company's competent bodies according to pre established quantifiable criteria. Said criteria shall take into consideration the company's real growth and the actual wealth generated for the shareholders, its long-term sustainability and the risks taken, as well as compliance with the rules applicable to the company's activity. |
No | The remuneration of executive directors (and of some non independent, non-executive directors) depends on an organizational performance assessment for the year in question, and correlates with the responsibility and performance of each director in particular. This assessment is conducted by the Remuneration Committee, in accordance with criteria pre approved by shareholders. In line with Novabase's current remuneration policy, the performance assessment of executive directors does not specifically include the long-term sustainability of the company's growth, wealth creation or risks assumed. However, the remuneration policy for corporate board members for the 2009-2011 term has proven to be adequate, with no foreseeable advantage in any additional criteria addressing issues beyond those currently considered, particularly given the difficulty of clearly and objectively coordinating them with currently existing criteria (see points II.32 and II.33 a), b) and c)). |
| ii) The variable component of the remuneration shall be reasonable overall as regard the fixed component of the remuneration, and maximum limits shall be set for all components. |
No | The relative importance of directors' variable and fixed remuneration components is shown in the table in point II.31. At this time, the relative importance of the variable component in options compared to other components cannot be determined with absolute certainty. Moreover, the limit established for the variable component in options (limit determined based on prior plan for options to allot shares) is described in point II.33. d). In view of the purpose of the fixed and variable cash components of remuneration, no strict limits have been set for these. |
| iii) A significant part of the variable remuneration shall be deferred for a period not less than three years and its payment shall depend of the company's steady positive performance during said period. |
Yes | The variable remuneration in cash paid in 2012 corresponds to just 50% of the 1st part of the variable remuneration due for 2011. The remaining 50% of this part is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company |
| performance during this time period (see point II.32.). Furthermore, there exists the possibility of deferring the variable portion of the remuneration paid through the stock option plan, namely when the options are not exercised until their last maturity date, i.e. 3 years after the commencement of the directors' terms of office, which must always occur for at least 1/3 of the options attributed. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired). Part of this variable remuneration component is tied to positive company performance over the applicable lifetime of the plan for options to allot shares; this is described in further detail in point II.32. |
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| (iv) Members of the Board of Directors shall not enter into contracts with the company or third parties that will have the effect of mitigating the risk inherent in the variability of the remuneration established by the company. |
Yes | The company has no information regarding the signing of contracts aimed at mitigating the risk inherent in the variability of the remuneration, namely hedging or risk transfer contracts (see point II.33. q)) |
| (v) The Executive Directors shall hold until the end of their term of office, up to twice the value of the total annual remuneration, the company shares that were allotted by virtue of the variable remuneration schemes, with the exception of those shares that are required to be sold for the payment of taxes on the gains of said shares. |
n/a | This recommendation does not apply; since no options were exercised under the prior stock option plan (as stated in point III.10.), the Novabase directors participating in this plan have not accessed any shares under variable remuneration schemes (see point II.33. g)). |
| (vi) When the variable remuneration includes stock options, the period for exercising same shall be deferred for a period of not less than three years. |
No | The options attributed under the current stock option plan include three batches; only the third of these has a deferred maturity date of three years (see point III.10.). In any case, since this deferral is guaranteed for one batch of this remuneration, Novabase believes that the deferral of the remaining batches for shorter time periods would be desirable in order to address the medium-term interests of the company and its stakeholders, in addition to their long-term interests. |
| (vii) The appropriate legal instruments shall be established such that in the event of a Director's dismissal without due cause, the envisaged compensation shall not be paid out if the |
No | There are no contractual restraints for compensation owed for undue dismissal of executive directors, as per legal rules. |
| dismissal or termination by agreement is due to the Director's inadequate performance. |
In Novabase's opinion, since management positions are remunerated, with a mandatory legal ceiling on compensation for dismissal without due cause, and given the protection of expectations principle which must be observed, there is no justification for contractual restraints that reduce the maximum legal compensation amount to a director with legal proof of damages incurred, when the dismissal or termination by agreement occurs due to his/her inadequate performance without justified grounds. (see point II.33. m) |
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| (viii) The remuneration of Non-Executive Board Members shall not include any component the value of which is subject to the performance or the value of the company. |
No | The remuneration policy for directors passed in the 2011 General Meeting of Shareholders still allowed non-independent non executive directors to receive a variable remuneration component, especially bearing in mind that these directors could take on key management responsibilities in the Group, although without executive powers, thereby justifying this variable component, which actually occurred, and is also occurring during this term. In any case, since differences in the remuneration structure are intended to adjust remuneration according to the duties actually performed by each director in the Group, the remuneration of the members of the Board of Directors is structured so as to align their interests with those of the company (see point II.34.). |
|
| 25 | II.1.5.2. The statement on the remuneration policy of the managing and supervisory boards referred to in Article 2 of Law No. 28/2009 of 19 June, shall contain, in addition to the content therein stated, adequate information on: i) which groups of companies the remuneration policy and practices of which were taken as a baseline for setting the remuneration ii) the payments for the dismissal or termination by agreement of the Directors' duties. |
No | A statement on the remuneration policy of the managing and supervisory boards is annexed to this report, as referred to in point II.30. Per this statement, directors' remuneration is established without taking other companies' (or groups of companies') remuneration policies or practices as a baseline. However, the CMVM believes that Recommendation No. II.1.5.2 requires this comparison be made, as it is not sufficient, for the purposes of adopting the recommendation, that the company merely provide information on its decision as to whether or not to |
| make the comparison. Notwithstanding the above, bearing in mind the specific nature of the company and its market segments, together with the costs involved in making such a comparison, Novabase sees no objective interest in making this comparison. |
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| 26 | II.1.5.3. The remuneration policy statement referred to in Article 2 of Law No. 28/2009 shall also include the directors' remunerations which contain an important variable component, within the meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy presented shall particularly take into account the long-term performance of the company, compliance with the rules applicable to its business and restraint in taking risks. |
n/a | Pursuant to point II.29., only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248- B/3 of the Securities Code. |
| 27 | II.1.5.4. A proposal shall be submitted at the General Meeting on the approval of plans for the allotment of shares and/or options for share purchase or further yet on the variations in share prices, to members of the managing and supervisory boards and other managers within the context of Article 248/3/B of the Securities Code. The proposal shall mention all the necessary information for its correct assessment. The proposal shall contain the regulation plan or in its absence, the plan's general conditions. The main characteristics of the retirement benefit plans established for members of the managing and supervisory boards and other managers within the context of Article 248/3/B of the Securities Code, shall also be approved at the General Meeting. |
Yes | To date, Novabase has implemented 5 plans for options to allot, subscribe and/or purchase shares, which have always been approved at General Meetings of Shareholders. (see point I.17. and III.10.) There are no retirement benefit plans for members of the management and supervisory boards or other directors of Novabase (see points I.18 and II.31). |
| 28 | II.1.5.6 At least one of the Remuneration Committee's representatives shall be present at the Annual General Meeting of Shareholders. |
Yes | Francisco Luís Murteira Nabo, as Chairman of the Remuneration Committee, was present at the 2012 General Meeting of Shareholders (see point I.15.). |
| 29 | II.1.5.7. The amount of remuneration received, as a whole and individually, in other companies of the group and the pension rights acquired during the financial year in question shall be disclosed in the Annual Report on Corporate Governance. |
n/a | This recommendation expired with the entry into force of the information disclosure duties referred to in Article 3 c) and d) of CMVM Regulation No. 1/2010. In any case, Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group. There are no supplementary pension or early retirement schemes for Novabase directors (see point II.31.). |
| II.2. BOARD OF DIRECTORS | |||
| 30 | II.2.1. Within the limits established by Law for each Management and Supervisory structure, and unless the company is of a reduced size, the Board of Directors shall delegate the day-to-day running and the delegated duties should be |
Yes | The Board of Directors has delegated the day-to-day running of the company to the Executive Committee (see point II.3.). |
| identified in the Annual Report on Corporate Governance. |
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| 31 | II.2.2. The Board of Directors shall ensure that the company acts in accordance with its goals, and should not delegate its duties, namely in what concerns: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. |
Yes | Novabase's Board of Directors does not delegate any of these responsibilities (see point II.3.). |
| 32 | II.2.3. Should the Chairman of the Board of Directors carry out executive duties, the Board of Directors shall set up efficient mechanisms for coordinating non-executive members that can ensure that these be able to decide in an independent and informed manner, and furthermore shall explain these mechanisms to the shareholders in the corporate governance report. |
n/a | - |
| 33 | II.2.4. The annual management report shall include a description of the activity carried out by the non-executive Board Members and shall mention any restraints encountered. |
Yes | A summary of the activity carried out by the non-executive directors in 2012, who encountered no restraints in this regard, is attached to this report. (see point II.17.) |
| 34 | II.2.5. The company shall mention its rotation of functions policy on the Board of Directors, including the person responsible for the financial function, and report on same in the Annual Corporate Governance Report. |
Yes | Novabase currently has no formal rotation of functions policy for Board of Directors, specifically with regard to the individual in charge of the financial function. Even so, Novabase has significantly and frequently rotated the holders of executive positions, as described in point II.11. |
| II.3. MANAGING DIRECTOR, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS | |||
| 35 | II.3.1. When Directors that carry out executive duties are requested by other Board Members to supply information, the former shall do so in a timely manner and the information supplied must adequately suffice the request made. |
Yes | All the information requested by the various corporate boards was supplied by the Novabase executive directors in a timely and suitable fashion (see point II.3.). |
| 36 | II.3.2. The Chairman of the Executive Committee shall send the convening notices and minutes of the meetings to the Chairman of the Board of the Directors and, when applicable, to the Chairman of the Audit Board or the Auditing Committee. |
Yes | The Chairman of the Novabase Executive Committee is responsible for submitting the minutes of the Executive Committee meetings to the Chairman of the Board of Directors and Chairman of the Auditing Committee. In addition, the Chairman of the Board of Directors may attend Executive Committee meetings, without voting rights, and also receives the respective meeting notices for this purpose (in accordance with the Executive Committee's internal regulations). The Chairman of the Auditing Committee is informed of the agenda in the meeting minutes (see point II.13.). |
| 37 | II.3.3. The Chairman of the Executive Board of Directors shall send the convening notices and minutes of the meetings to the Chairman of the General and Supervisory Board and to the Chairman of the Financial Matters Committee. |
n/a | - |
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| II.4. GENERAL AND SUPERVISORY BOARD, FINANCIAL MATTERS COMMITTEE, AUDITING COMMITTEE AND AUDIT BOARD |
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| 38 | II.4.1. Besides carrying out its supervisory duties, the General and Supervisory Board shall advise, follow-up and carry out an on-going assessment on the management of the company by the Executive Board of Directors. Besides other subject matters, the General and Supervisory Board shall decide on: i) the definition of the strategy and general policies of the company; ii) the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. |
n/a | - |
| 39 | II.4.2. The annual reports and financial information on the activity carried out by the General and Supervisory Committee, the Financial Matters Committee, the Auditing Committee and the Audit Board shall be disclosed on the company's website together with the financial statements. |
Yes | The annual report on the activity carried out by the Auditing Committee is subject to publication on Novabase's website (see point II.4.). |
| 40 | II.4.3. The annual reports on the activity carried out by the General and Supervisory Board, the Financial Matters Committee, the Auditing Committee and the Audit Board shall include a description on the supervisory activity and shall mention any restraints that they may have come up against. |
Yes | See 2011 Auditing Committee Activity Report annex (referred to in point II.4.). |
| 41 | II.4.4. The General and Supervisory Board, the Auditing Committee and the Audit Board (depending on the applicable model) shall represent the company for all purposes at the external auditor, and shall propose the services supplier, the respective remuneration, ensure that adequate conditions for the supply of these services are in place within the company, as well as being the liaison officer between the company and the first recipient of the reports. |
Yes | The Auditing Committee, under its operating regulations, has the capacities, duties and responsibilities described in this recommendation (see point II.3.) |
| 42 | II.4.5. According to the applicable model, the General and Supervisory Board, Auditing Committee and Audit Board shall assess the external auditor on an annual basis and advise the General Meeting that he/she be discharged whenever justifiable grounds are present. |
Yes | Each year, in the annex of its Activity Report, the Auditing Committee assesses the external auditor (see point II.4.). To date, there has been no need to justifiably dismiss any entity performing the duties of external auditor; the General Meeting of Shareholders would not be responsible for such dismissal (see point II.24.). |
| 43 | II.4.6. The internal audit services and those that ensure compliance with the rules applicable to the company (compliance services) shall functionally report to the Auditing Committee, the |
No | Novabase does not oblige the services in question to report directly to the Auditing Committee, but instead uses a system that |
| General and Supervisory Board or in the case of | streamlines the control of any | ||
|---|---|---|---|
| companies adopting the Latin model, an independent director or Audit Board, regardless of the hierarchical relationship that these services have with the executive management of the company. |
constraints through a Chief Risk Officer ("CRO"), to whom these services report as regards risk management and prevention. The CRO is responsible for reporting to the Chairman of the Board of Directors, with meetings at least once per quarter between the Chairman of the Board of Directors, CRO and Auditing Committee (see point II.6.). |
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| II.5. SPECIAL COMMITTEES | |||
| 44 | II.5.1. Unless the company is of a reduced size and depending on the adopted model, the Board of Directors and the General and Supervisory Committees, shall set up the necessary Committees in order to: i) ensure that a competent and independent assessment of the Executive Directors' performance is carried out, as well as its own overall performance and further yet, the performance of all existing committees; ii) study the adopted governance system and verify its efficiency and propose to the competent bodies, measures to be carried out with a view to its improvements; iii) in due time identify potential candidates with the high profile required for the performance of director's duties. |
No | Novabase has a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee; the former assesses the performance of the Board of Directors itself, and of all of its committees. In view of the specific characteristics of the governance model adopted by the company and its size, the shareholders themselves have ensured a suitable definition of the profile of potential candidates for director positions; as such, for 2012, this recommendation was justifiably not adopted, requiring a selection board to be created for this purpose. Notwithstanding the above, it should be noted that when executive directors must be replaced, the company has a procedure in place under which the Executive Committee Chairman and the Executive Committee as a whole identify potential candidates (internal or external) to be designated under this replacement, submitting their names to the company boards legally responsible for the replacement, or communicating these names to shareholders interested in submitting, to the General Meeting of Shareholders, a respective proposal for election to the Board of Directors, when applicable (see point II.36.). |
| 45 | II.5.2. Members of the Remuneration Committee or alike shall be independent from the Members of the Board of Directors and include at least one member with knowledge and experience in matters of remuneration policy. |
Yes | Members of the Remuneration Committee are independent from the members of the Board of Directors, pursuant to the generally accepted criteria for gauging the independence between the members of these two committees. Nonetheless, in view of Recommendation No. II.5.3. of the 2010 Corporate Governance Code, one member may be considered, in 2012, a non-independent member |
| of the Remuneration Committee in relation to the members of Novabase's Board of Directors. However, the reasons behind the lack of independence of the Remuneration Committee member in question no longer apply. (see section V) |
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|---|---|---|---|
| 46 | II.5.3. Any natural or legal person that provides or has provided, over the past three years, services to any structure subject to the Board of Directors, to the Board of Directors of the company or that has to do with the current consultant to the company shall not be recruited to assist the Remuneration committee. This recommendation also applies to any natural or legal person who has an employment contract or provides services. |
Yes | None of these situations apply to the entities contracted to support the Remuneration Committee (see point II.39.). |
| 47 | II.5.4 All the Committees shall draw up minutes of the meetings held. |
Yes | The corporate boards and specialized committees draw up their own meeting minutes (see point II.13.). |
| III. INFORMATION AND AUDITING | |||
| III.1. GENERAL DISCLOSURE DUTIES | |||
| 48 | III.1.1 Companies shall maintain permanent contact with the market thus upholding the principle of equality for shareholders and ensure that investors are able to access information in a uniform fashion. To this end, the company shall create an Investor Assistance Unit. |
Yes | Novabase provides permanent support to the capital market. The Investor Relations Office represents the company in its dealings with the CMVM and investors, including contact with private and institutional, foreign and Portuguese investors. The office provides information through Novabase's website, with links of interest for investors containing relevant information by investor profile (financial information, financial calendar, reserved information, area reserved for General Meetings of Shareholders and the postal/electronic voting model – the latter available since 2006 – among others) (see point III.16.). |
| 49 | III.1.2 The following information that is made available on the company's Internet website shall be disclosed in the English language: a) The company, public company status, headquarters and remaining data provided for in Article 171 of the Commercial Companies Code; b) Articles of Association; c) Credentials of the members of the Board of Directors and the Market Liaison Officer; d) Investor Assistance Unit – its functions and access tools; e) Accounts Reporting documents; f) Half-Yearly Calendar on Company Events; g) Proposals sent through for discussion and voting during the General Meeting of |
Yes | This information is available in Portuguese and English on Novabase's website (www.novabase.pt) (see point III.16.). |
| Shareholders; h) Notices convening General Meetings of Shareholders. |
| auditors after two or three terms for four or three year terms, respectively. Their continuance beyond this period must be based on a specific opinion by the supervisory board that expressly considers the conditions of auditor independence and the benefits and costs of replacement. |
beyond the period referred to in this recommendation is based on a specific opinion by the supervisory board that expressly considers the conditions of auditor independence and the benefits and costs of replacement (see point III.18.). |
||
|---|---|---|---|
| 51 | III.1.4. The external auditor must, within its powers, verify the implementation of remuneration policies and systems, the efficiency and functioning of internal control mechanisms and report any shortcomings to the company's supervisory board. |
Yes | The external auditor assumes these duties, as described in point III.17. |
| 52 | III.1.5. The company shall not recruit the external auditor for services other than audit services, nor any entities with which same takes part or incorporates the same network. Where contracting such services is called for, said services should not be greater than 30% of the total value of services rendered to the company. The hiring of these services must be approved by the supervisory board and must be expounded in the Annual Corporate Governance Report. |
Yes | Services contracted other than auditing services are described in point III.17.; these were subject to approval by the Auditing Committee, and did not exceed 10% of all auditing services in value (see point III.17.). |
| IV. CONFLICTS OF INTEREST | |||
| IV.1. SHAREHOLDER RELATIONSHIP | |||
| 53 | IV.1 Where deals are concluded between the company and shareholders with qualifying holdings, or entities with which same are linked in accordance with Article 20 of the Securities Code, such deals shall be carried out in normal market conditions. |
Yes | No business deals or transactions were conducted between the company and owners of qualified holdings, or entities in any way related to them, outside of normal market conditions (see point III.12.). |
At the General Meeting of Shareholders held on 12 April 2007, Novabase shareholders approved adoption of the Anglo-Saxon governance model, which includes a Board of Directors, an Auditing Committee consisting of directors and elected by the General Meeting of Shareholders, and a Statutory Auditor. The corporate governance structure adopted by Novabase also includes a Remuneration Committee that establishes the remuneration of the members of all of the company's corporate boards, except for itself. Subsequent to the General Meeting of Shareholders' approval of the current corporate governance model, the Board of Directors created an Executive Committee to which it has delegated Novabase's day-to-day running. In addition, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee.
The non-executive members of the Board of Directors have monitored the Executive Committee's activities, supported by the specialized committee mentioned above (the Board of Directors Performance Assessment Committee) since the 2009 General Meeting of Shareholders. Similarly, members of the Board of Directors have reflected on the adopted corporate governance system, also supported by a specialized committee (the Corporate Governance Assessment Committee) since the 2009 General Meeting of Shareholders. In these activities, the role of the Chairman of the Board of Directors has been essential in terms of the attention given to the operation of Novabase's corporate governance system, with a concern for ensuring that non-executive members of the Board of Directors receive information on the activities of the Executive Committee through the distribution of Executive Committee meeting minutes, answering all questions put forth by non-executive directors and scheduling all issues requiring the Board of Directors' attention at its meetings.
In addition, the non-executive directors meet annually to assess the performance of the governance model and the company in general, and prepare a report, which is attached to this document.
Taking into account the various contributions received, particularly from the Corporate Governance Assessment Committee, together with the collective assessment that the members of the Board of Directors have made of the company's governance model, the Board believes that the Novabase governance model has adequately performed its corporate governance functions, having shown to be suited to the company's needs and size, no hindrances having been found in terms of its functioning.
Notwithstanding the above, it should be noted that Novabase bore in mind the provisions of Recommendation no. II.5.1 of the Corporate Governance Code, under which (unless the company's small size dictates otherwise) committees should be created to identify, in a timely manner, potential candidates with the high profile needed for the position of director.
Novabase did not implement any specialized committee to this end, in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions and selection of members to be elected by shareholders, as further explained in point II.36. of this report.
The General Meeting of Shareholders is Novabase's highest decision-making body.
The General Meeting of Shareholders met once in 2012 (on 03 May) to examine, discuss and vote on the following matters:
At this General Meeting of Shareholders, shareholders representing more than 69% of share capital were in attendance. All items were approved by more than 69% of votes cast.
The officers of the Novabase General Meeting of Shareholders, elected for the three-year period of 2012-2014, are Chairman António Manuel de Carvalho Ferreira Vitorino and Secretary Maria José Santana.
The Chairman of the General Meeting of Shareholders has the necessary and appropriate means to exercise his duties, having access to a work room and secretarial services at the company. In addition, the Chairman of the General Meeting of Shareholders has 10 people (7 of whom belong to the company's staff) at his disposal dedicated to working specifically on the organization and management of the General Meeting of Shareholders.
The Chairman and Secretary of the General Meeting of Shareholders were elected at the General Meeting of Shareholders of 03 May 2012, both for the three-year period of 2012-2014.
The Chairman of the General Meeting of Shareholders is remunerated according to attendance in the amount of €1,000 for each meeting presided over.
As regards this point, it must be noted that, with the entry into force of Decree Law no. 49/2010 of 19 May, which introduced a number of changes to the Commercial Companies Code and Securities Code, namely regarding rules for preparing and holding General Meetings of Shareholders for issuers of securities admitted to trading in regulated markets, the former system for blocking shares to participate in the General Meeting of Shareholders has been replaced by the current registry date system.
Under these terms, and in compliance with this legislative change, Novabase's General Meeting of Shareholders of 5 May 2011 made changes to the company's articles of association (specifically, article 9 (2) and (4)) to adapt them to the new legal provisions.
According to the new wording of the articles of association, Novabase shareholders wishing to participate in the General Meeting of Shareholders must:
(i) Have registered, in a securities account opened in their name with a financial agent, at 12:00 am (GMT) on the fifth trading day before the date of the General Meeting of Shareholders, shares granting at least one vote by law and by contract; and
(ii) Follow the instructions in notices for the General Meeting of Shareholders regarding the way in which shareholders must prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote, namely the means of sending required information and respective deadlines.
Since the share blocking system has now been replaced by the registry date system, Novabase no longer has rules for the blocking of shares in the event of suspension of the General Meeting of Shareholders.
Pursuant to Article 9 of the company's articles of association, only shareholders with voting rights may attend the General Meeting of Shareholders.
To ensure greater shareholder involvement in the company, particularly through attendance at Novabase's General Meeting of Shareholders, the Board of Directors proposed an amendment to the articles of association by which each share would correspond to one vote. This motion was approved at the Annual General Meeting of 12 April 2007. As such, under the terms of the current wording of Article 9 (5) of the Novabase articles of association, one share corresponds to one vote.
This ensures a proportional balance between voting rights and shareholder involvement, using the preferential method referred to in Recommendation no. I.3.3 of the Corporate Governance Code.
I.7. Indication of the articles of association rules which envisage the existence of shares that do not confer voting rights or which enable voting rights over a certain number not to be counted, when issued by a single shareholder or shareholders related thereto
There are no articles of association rules which envisage the existence of shares that do not confer voting rights or which enable voting rights over a certain number not to be counted, when issued by a single shareholder or shareholders related thereto.
Novabase has encouraged shareholders to participate and exercise their voting rights at General Meetings of Shareholders, namely by allowing, through its articles of association, shareholder representation by means of a letter addressed to the chairperson of the General Meeting of Shareholders at least three days before the date set for the meeting.
Furthermore, following the entry into force of Decree Law no. 49/2010 of 19 May, which amended Article 380 (1) of the Commercial Companies Code, Novabase's General Meeting of Shareholders held on 5 May 2011 made changes to the articles of association to allow shareholders to be legally represented at General Meetings of Shareholders, without specification or limitation of any kind2 .
Proxy forms will be provided to shareholders in a timely fashion on the Novabase website (www.novabase.pt).
2 Pursuant to the company's articles of association, shareholders may be represented at the General Meeting of Shareholders by their spouses, parents or offspring, by another shareholder or by a member of the Board of Directors. However, under the current wording of Article 380 (1) of the Commercial Companies Code, the memorandum of association may not prohibit or even limit shareholder involvement in the General Meeting of Shareholders through a representative. For this reason, Novabase felt it was appropriate to amend its articles of association to unequivocally follow the provisions of the Commercial Companies Code.
Moreover, as stated in point I.4. of this report, with the entry into force of Decree Law no. 49/2010 of 19 May, the current wording of the articles of association stipulates that Novabase shareholders wishing to participate in the General Meeting of Shareholders must:
(i) Have registered, in a securities account opened in their name with a financial agent, at 12:00 am (GMT) on the fifth trading day before the date of the General Meeting of Shareholders, shares granting at least one vote by law and by contract; and
(ii) Follow the instructions in notices for the General Meeting of Shareholders regarding the way in which shareholders must prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote, namely the means of sending required information and respective deadlines.
Along these lines, it should be noted that the provisions of Article 9 (5) of Novabase's articles of association – which state that one share corresponds to one vote – remain in effect.
If the shares are jointly owned, only a common representative, or his/her representative, may participate in the General Meeting of Shareholders.
Novabase shareholders may also exercise their right to vote by post and by electronic means, as further explained below.
In any case, only those votes (issued by representative, legal representative or electronic means) from shareholders for which information has been received on the financial intermediary with which a securities account has been opened are considered, in accordance with the above terms.
Under Article 10 of the articles of association, the General Meeting of Shareholders deliberates subsequent to a first notice or a second one, making decisions by a majority of the votes cast, notwithstanding the requirement of qualified majority in the cases provided for by law and under said articles of association.
As such, the constitutive and decision-making quorum for the General Meeting of Shareholders stipulated in the Novabase articles of association is no different from that stipulated in the Commercial Companies Code.
Moreover, it should be noted that no systems related to asset content rights have been implemented.
Article 9 (9) of the Novabase articles of association governs postal voting.
Shareholders with voting rights may, according to Article 22 of the Securities Code, exercise them by post. The invitations to the General Meeting of Shareholders contain the rules for postal votes, i.e. the requirement that they must be handed in personally at the company's registered office or sent by registered post and received by the third working day prior to the General Meeting of Shareholders. The voting form must be signed by the shareholder and should clearly indicate his or her vote on each item on the agenda of the General Meeting of Shareholders. A legible photocopy of the shareholder's identity card must accompany the voting form. If the shareholder is a legal person, the voting form must be signed by one of its representatives and his or her signature should be notarized in that capacity.
The Chairman of the General Meeting of Shareholders must ensure the authenticity and confidentiality of postal votes until the time of voting.
Votes cast by post or by electronic means shall be considered as negative votes with regard to any resolution proposals that are presented after the exercise of such votes.
The attendance of the shareholder at the General Meeting of Shareholders will result in the revocation of the postal vote.
Novabase provides the postal voting form for the General Meeting of Shareholders on the company's website, www.novabase.pt. These have been available for General Meetings of Shareholders since 2003.
As mentioned above, in accordance with Article 9 (9c) of the Novabase articles of association, voting forms must be placed in a sealed envelope addressed to the Chairman of the General Meeting of Shareholders, delivered by hand to the company's registered office, or delivered to this office by registered mail by the third working day preceding the date of the General Meeting of Shareholders.
Shareholders with voting rights may vote electronically. The rules to be followed for this method of voting (and the means for shareholders to prove their right to take part in the General Meeting of Shareholders and thereby discuss and vote) can be found in the notices convening the General Meetings of Shareholders.
Electronic voting can be done via the company's website (www.novabase.pt). Shareholders with voting rights must register on this site and send a letter to Novabase, before the day of the respective General Meeting of Shareholders, drawn up according to the model given on the site. It must be addressed to the Chairman of the General Meeting of Shareholders, and the signature must be duly notarized (or, in the case of individuals, the signature must be accompanied by a photocopy of the respective identity card, in which case the letter may be sent to the e-mail address provided in the meeting notice). After the aforementioned letter has been sent, Novabase will send the authorization and electronic voting instructions to the e-mail address provided by the shareholder at the time of registration. Electronic voting may take place in the period stipulated in the notice convening the General Meeting of Shareholders.
Novabase's company website normally has additional instructions on electronic voting (also mentioned in meeting notices).
Votes cast by electronic means will be considered as negative votes with regard to any resolution proposals that are presented after the exercise of such votes.
The attendance of the shareholder at the General Meeting of Shareholders will result in the revocation of the electronic vote.
I.13. Possibility of shareholders gaining access to excerpts from the minutes of the General Meetings of Shareholders in the company's website within five days after the General Meeting of Shareholders was held
A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders.
At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders.
On its website, Novabase keeps a collection of information on meetings held over the past three years, including the number of people present, number of shareholders represented, meeting agendas and decisions taken.
Since the 2010 financial year, Novabase has also provided information on voting results at the General Meeting of Shareholders.
Francisco Luís Murteira Nabo, as Chairman of the Remuneration Committee, was present at the 2012 General Meeting of Shareholders.
As regards the intervention of the Novabase General Meeting of Shareholders on the remuneration of the Board of Directors, since a CMVM recommendation in this regard was passed in November 2005, this corporate board has assessed and decided on the documents prepared by the Remuneration Committee (initially as an annex to the management report, but now as a separate item on the agenda), and containing the guidelines to be followed by this committee in the following year or for the period deemed most appropriate.
With regard to assessing the performance of the members of the Board of Directors, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, a Board of Directors Performance Assessment Committee was established with the following powers: (i) Assist the Board of Directors in the assessment of its overall performance; (ii) Assess the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals; (iii) Assess the performance of the Board of Directors' other specialized committees, namely the Auditing Committee, Corporate Governance Assessment Committee and its own performance. To carry out its duties, the Board of Directors Performance Assessment Committee asks other committees for a self-evaluation of their own performance, and submits an annual written evaluation report on the performance of the Board of Directors and of these committees before the date of the Board of Directors' approval of the annual report and accounts.
In addition to the assessment method described above, and prior to the establishment of this Board of Directors Performance Assessment Committee, the activity of executive directors was monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors, who is responsible for providing information regarding the company's business required to ensure monitoring of the activity of the executive directors. This monitoring of executive directors by non-executive directors continues to be a current practice at Novabase.
Lastly, it is important to point out that only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248-B (3) of the Securities Code; as such, there is no separate information to be disclosed in this regard.
I.17. Information of the intervention by the General Meeting of Shareholders on matters concerning the proposal on the share allocation plan, and/or stock option plans, or based on share price fluctuations, the members of the Board of Directors, Supervisory Board and other Directors, within the meaning of Article 248-B (3) of the Securities Code together with the details provided to the General Meeting of Shareholders for the purposes of correctly assessing said plans
All five plans for options to allot, subscribe for and/or purchase shares implemented at Novabase since 2000 have been subject to the approval of the General Meeting of Shareholders.
On 03 May 2012, the General Meeting of Shareholders approved a plan for the option to allot shares to members of Novabase's Board of Directors and employees with supervisory positions at Novabase or other companies that are legally controlled by Novabase or part of the Novabase Group, for the years 2012 to 2014, under the terms described in greater detail in point III.10. of this corporate governance report. The complete version of the proposed regulations for this plan was provided to the General Meeting of Shareholders so that shareholders could properly evaluate it.
Pursuant to the above point, only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248-B (3) of the Securities Code.
I.18. Information of the intervention by the General Meeting of Shareholders on matters concerning the approval of the main features of the retirement benefit system as enjoyed by the members of the Board of Directors, Supervisory Board and other Directors, within the meaning of Article 248-B (3) of the Securities Code
As stated in point II.31. of this report, the company has adopted no retirement benefit system for members of managing boards. Moreover, no such system applies to members of supervisory boards. As stated earlier, only Novabase's directors are considered managers, pursuant to Article 248-B (3) of the Securities Code.
I.19. Existence of statutory provision that envisages for a duty to be subject, at least every five years, to a resolution by the General Meeting of Shareholders, for the maintenance or withdrawal of the statutory provision providing for the limitation of the number of votes capable of being held or exercised by a single shareholder individually or together with other shareholders
Novabase's articles of association have no statutory provision that envisages a limitation of the number of votes capable of being held or exercised by a single shareholder individually or together with other shareholders. As such, the maintenance or withdrawal of such measures is not subject, at least every five years, to a resolution by the General Meeting of Shareholder
I.20. Defensive measures that automatically cause serious erosion in the company's assets in the event of the transfer of control or changes to the composition of the board
No measures of this nature exist.
I.21. Significant agreements that the company is a party to and will come into force in the future which can be altered or terminated in the event of a change in the control of the company, along with the respective effects, unless, by their very nature, their disclosure is seriously harmful to the company, except if the company is specifically obliged to disclose such information as a result of legal requirements
These do not exist.
I.22. Agreements between the company and members of the board of directors and administrators under Article 248-B (3) of the Securities Code that provide for compensation in the event of resignation, termination without just cause or termination of the employment relationship following a change in the company's control
These do not exist.
The managing and auditing bodies of Novabase are the Board of Directors, the Auditing Committee and the Statutory Auditor.
The following figure illustrates the composition of the Board of Directors on 31 December 2012.
| Rogério Santos Carapuça |
|---|
| Luís Paulo Cardoso Salvado |
| João Nuno da Silva Bento |
| Álvaro José da Silva Ferreira |
| Nuno Carlos Dias dos Santos Fórneas |
| Francisco Paulo Figueiredo Morais Antunes |
| Paulo Jorge de Barros Pires Trigo |
| Luís Fernando de Mira Amaral |
| Manuel Alves Monteiro |
| João Luis Correia Duque |
| José Afonso Oom Ferreira de Sousa |
| Joaquim Sérvulo Rodrigues |
| Pedro Miguel Quinteiro Marques Carvalho |
On 31 December 2012, the Auditing Committee was comprised of Luís Fernando de Mira Amaral (Chairman), Manuel Alves Monteiro (member) and João Luís Correia Duque (member). All members of the Auditing Committee are non-executive and independent from the Board of Directors.
On 31 December 2012, the Novabase statutory auditor's acting member was PricewaterhouseCoopers & Associados, SROC, Lda, represented by Jorge Manuel Santos, and with César Abel Rodrigues Gonçalves as a substitute statutory auditor.
Within the scope of the committees equipped with corporate administrative qualifications, the Board of Directors has created the Executive Committee following the General Meeting of Shareholders' approval of the current corporate governance model, being the body to which the day-to-day management has been delegated. On 31 December 2012, the Executive Committee was comprised of the following members: Luís Paulo Cardoso Salvado (Chairman), João Nuno da Silva Bento, Álvaro José da Silva Ferreira, Nuno Carlos Dias dos Santos Fórneas, Francisco Paulo Figueiredo Morais Antunes and Paulo Jorge de Barros Pires Trigo.
During the 2012 financial year, information was provided to the non-executive members of the Board of Directors concerning all matters handled and decisions made by the Executive Committee, within the scope of its duties.
In fact, to date, the activity of the Executive Committee has been monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors and the Chairman of the Executive Committee, who is responsible for providing the minutes of the Executive Committee meetings and all additional information regarding the company's business required to ensure monitoring of the activity of the executive directors.
After increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee, whose composition, powers and operating rules are shown below.
The following members comprise the Board of Directors Performance Assessment Committee: Rogério Santos Carapuça, Luís Paulo Cardoso Salvado, Luís Fernando de Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques Carvalho.
In turn, the following members comprise the Corporate Governance Assessment Committee: Rogério Santos Carapuça, Luís Paulo Cardoso Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
As stated above, Novabase bore in mind the provisions of the new Recommendation no. II.5.1 of the Corporate Governance Code, under which (unless the company's small size dictates otherwise) committees should be created to identify, in a timely manner, potential candidates with the high profile needed for the position of director.
Novabase did not create any specialized committee to this end in 2012, in view of its size and the specific nature of its corporate governance model; an adequate definition does already exist for the profile of candidates to be elected to management positions, as further explained in point II.36. of this report.
II.3. Organizational structure and functional chart relating to the division of powers among the various boards, committees and/or departments within the company, including information on the scope of the delegation of powers, particularly with regard to the delegation of day-to-day management of the company, or distribution of functions among the members of the Board of Directors or Supervisory Board, and a list of non-delegable matters and powers actually delegated
Novabase was organized into three business areas on 31 December 20123 :
Novabase has a business model which includes the existence of executives responsible for the main sectors, the respective specialized products and services and the various competencies.
The sectors in 2012 were:
3 On 26 July 2012, Novabase announced the reorganization of the Digital TV business to the market, with solutions for TV operators becoming part of Infrastructures and Managed Services, and system-in-package solutions becoming part of Venture Capital.
4 Corresponds to the company Novabase Business Solutions - Soluções de Consultoria, Desenvolvimento, Integração, Outsourcing, Manutenção e Operação de Sistemas de Informação, S.A.
5 Corresponds to the company Novabase IMS - Infrastructures & Managed Services S.A.
6 Corresponds to the company Novabase Capital - Sociedade de Capital de Risco, S.A.
In 2012, Novabase worked in each of the business areas and respective sectors7 with the following offerings:
7 In the Executive Committee meeting held on 05 November 2012, it was decided that the Aerospace & Transportation sector would become part of the Government & Healthcare sector in 2013, under the new name Government, Healthcare & Transports.
The Venture Capital business area8 combines Novabase's corporate venture function with the area of mergers and acquisitions, and is able to respond to the needs of the other areas in this dominion. It also manages the two venture capital funds aimed at supporting investments in domestic technology-based SMEs.
The first, the Novabase Capital venture capital fund (€7.14 million), was established in 2005 and is owned by IAPMEI/Institute for the Support of Small and Medium Enterprises of the Ministry of the Economy and Innovation (€5 million) backed by the PRIME Program, with co-funding from the European Union via the ERDF (European Regional Development Fund), with the remaining €2.14 million held by Novabase Capital.
The second, the Novabase Capital Inovação e Internacionalização venture capital fund, has a maximum provision of €11.36 million, backed by the Support Fund for Financing Innovation (FINOVA) through a contribution of €5 million for the Northern, Central and Alentejo regions from the COMPETE program, and a contribution of €0.5 million for early-stage projects in the Lisbon region from the POR Lisboa program; it is included in the National Strategic Reference Framework (QREN) with co-funding from the European Union via the ERDF. The remaining contribution comes from Novabase Capital, totalling €5.1 million for the Northern, Central and Alentejo regions and €0.76 million for the Lisbon region.
Novabase Capital has also invested €0.3 million in the IStart I venture capital fund, aimed at supporting projects with relevant technology content currently in the proof-of-concept phase, and with a maximum provision of €2.65 million.
Novabase SGPS9 / Novabase Services10
Novabase SGPS and Novabase Services control the central functional areas: Human Resources, Finance & Administration, IT, Marketing & Communication and Legal. Novabase SGPS directly controls the investor relations function, along with the Investor Relations Office.
Information on the Investor Relations Office can be found in point III.16. of this report.
Each of the aforementioned organizational units corresponds to a company or a group of companies. The attached organizational chart includes all the companies within the consolidation perimeter of Novabase.
8 Novabase Capital - Sociedade de Capital de Risco S.A.
9 Novabase – Sociedade Gestora de Participações Sociais, S.A.
10 Novabase Serviços – Serviços de Gestão e Consultoria, S.A.
The adoption of an Anglo-Saxon corporate governance model was approved at the General Meeting of Shareholders of 12 April 2007. In light of amendments to the Commercial Companies Code under Decree-Law no. 76-A/2006 of 29 March, the Board of Directors submitted a proposal at this General Meeting of Shareholders (which was approved) to change the articles of association so that Novabase could adopt the Anglo-Saxon corporate governance model by institutionalizing the Auditing Committee as a board according to the articles of association for supervising company activities, consequently eliminating the Audit Board. In this way, the company's new corporate governance model was comprised of a Board of Directors, an Auditing Committee and a Statutory Auditor.
In addition, after increasing the number of non-executive members of the Board of Directors elected in the General Meeting of Shareholders of 28 April 2009, two specialized committees were also created within the Board of Directors: a Board of Directors Performance Assessment Committee and a Corporate Governance Assessment Committee.
The powers, operating rules and composition of the General Meeting of Shareholders and respective Presiding Board, Board of Directors, Executive Committee, Auditing Committee and Statutory Auditor, together with those of the Board of Directors Performance Assessment Committee and the Corporate Governance Assessment Committee, are described below. Lastly, the powers, composition and operation of the Remuneration Committee are detailed.
Corporate Boards and other committees -- powers
The General Meeting of Shareholders: Novabase's highest decision-making board. This corporate board meets at least once every year to decide on matters for which it is responsible under the law and the articles of association, such as the annual report and accounts, as well as on the proposal for allocation of profits, generally assessing the company's management and auditing and electing the persons it is responsible for electing (along with other matters not falling under the responsibility of other company boards). The General Meeting of Shareholders may only make decisions on matters involving company management at the request of the Board of Directors.
The 2012 General Meeting of Shareholders was held on 03 May 2012.
Board of Directors: Responsible for managing activities and ensuring the general interests of the company, exercising all powers under the law and the articles of association, and performing all actions necessary or appropriate toward the pursuit of its corporate purpose. The Board of Directors is fully and exclusively empowered to represent the company. In 2012, it worked entirely within its remit and in compliance with the guidelines laid down and approved for this financial year, which are reflected in this report.
The Board of Directors has general powers to act in pursuit of the company's corporate and business interests, within the confines of the law, the articles of association and the decisions of the General Meeting of Shareholders and, in particular, to:
u) Undertake any other matter on which a Director seeks a decision from the Board of Directors.
As part of its management powers, the Board of Directors is responsible for implementing and monitoring a suitable internal control and risk management process, working toward its efficacy. The Board of Directors is charged with creating a system for reporting irregularities under the terms of applicable rules. The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by regulatory entities and applicable at any given moment.
The following figure illustrates the composition of the Board of Directors elected for the threeyear period of 2012-2014, together with the primary responsibilities of its members on 31 December 2012.
| Rogério dos Santos Carapuça | Chairman of the Board of Directors / Venture Capital business / Government & Healthcare sector |
|---|---|
| Luís Paulo Cardoso Salvado | CEO / CHRO / Aerospace & Transportation sector / Business Design / Corporate Development / Investor Relations |
| João Nuno da Silva Bento | International Digital TV business / Telecoms & Media sector / Energy & Utilities sector |
| Álvaro José da Silva Ferreira | African region: Angola, Mozambique |
| Nuno Carlos Dias dos Santos Fórneas | CMO / Financial Services sector / Manufacturing & Services sector / Region of Spain |
| Francisco Paulo Figueiredo Morais Antunes | CRO / CFO / CLO / CIO / International Task Force |
| Paulo Jorge de Barros Pires Trigo | COO |
| Luís Fernando de Mira Amaral | Non-executive and independent |
| Manuel Alves Monteiro | Non-executive and independent |
| João Luis Correia Duque | Non-executive and independent |
| José Afonso Oom Ferreira de Sousa | Non-executive |
| Joaquim Sérvulo Rodrigues | Non-executive |
| Pedro Miguel Quinteiro Marques de Carvalho | Non-executive |
The Board of Directors holds regular meetings once per month, and extraordinary meetings whenever called by its Chairman or by two of its members. This company board cannot function without a majority of its active members present; under urgent circumstances, the Chairman may waive this majority when it can be achieved via postal or proxy voting.
In addition to the attendance methods described above, one or more members of the board may participate via teleconferencing, when duly recorded in the minutes. In this case, directors attending remotely via teleconferencing are considered present at the meeting.
Except when a qualified majority is required by law, the decisions of the Board of Directors are made by simple majority; the Chairman has a casting vote in the event of a tie.
Pursuant to the law, members of the Board of Directors may not vote on matters whose interests conflict with those of Novabase.
Executive Committee: Responsible for the day-to-day running of the company, and may perform all actions required to this end, respecting the powers of the Board of Directors with regard to actions which must be submitted for its approval, namely the matters specified in Article 406 a) through d), f), l) and m) of the Commercial Companies Code. The Executive Committee defines the company's current organizational structure, appoints employees to perform management duties in the corporate boards of this structure and manages all of the company's operating areas.
In accordance with the delegation of powers approved by the Board of Directors, the performance of all actions required for the day-to-day running of the company has been delegated to Novabase's Executive Committee, including all powers needed or expedient for pursuing the company's corporate purpose and conducting its business, within the confines of the law, namely:
l) Manage and coordinate all of the company's operating and business support areas, including but not limited to Human Resources, Finance and Administration, Marketing and Communication, Information Systems, Legal, Organizational Development and Investor Relations, excluding internal auditing boards if/when they exist;
m) Recruit and dismiss employees, define human resources and occupational health and safety policies, define and implement plans for training, levels, categories, remuneration terms/conditions and other bonuses or salary supplements;
In view of the above, no powers were delegated in 2012 involving matters where the Board of Directors must ensure that the company acts in accordance with its objectives, namely: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved.
The Executive Committee was first created by the Board of Directors in 2006, and consisted of the following members on 31 December 2012, who have been assigned the jurisdictions and responsibilities indicated below:
| Luís Paulo Cardoso Salvado | CEO / CHRO / Aerospace & Transportation sector / Business Design / Corporate Development / Investor Relations |
|---|---|
| João Nuno da Silva Bento | International Digital TV business / Telecoms & Media sector / Energy & Utilities sector |
| Álvaro José da Silva Ferreira | African region: Angola, Mozambique |
| Nuno Carlos Dias dos Santos Fórneas | CMO / Financial Services sector / Manufacturing & Services sector / Region of Spain |
| Francisco Paulo Figueiredo Morais Antunes | CRO / CFO / CLO / CIO / International Task Force |
| Paulo Jorge de Barros Pires Trigo | COO |
The Executive Committee sets the dates or frequency of its ordinary meetings, and holds extraordinary meetings whenever called by its Chairman or by two of its members.
This committee cannot function without a majority of its active members present; under urgent circumstances, the Chairman may waive this majority, with approval of this decision at the Executive Committee's next meeting.
Notwithstanding the above, postal and proxy voting is permitted, although no member of the Executive Committee may represent more than another member of the committee.
Along these lines, one or more members of the Executive Committee may attend remotely via videoconferencing or conference call, so long as the meeting minutes specify this whenever it occurs.
It should also be noted that the Chairman of the Board of Directors is called to Executive Committee meetings under the same terms as its members, and is always entitled to attend Executive Committee meetings without voting rights.
The Executive Committee makes decisions by a majority vote; its Chairman has a casting vote.
Rules involving conflicts of interest apply to the Executive Committee. In fact, Executive Committee members are required to notify the Chairman of the Executive Committee of any potential conflicts of interest with Novabase, whether directly or through third parties, involving issues under discussion and voting. In such cases, the members in question may not exercise their voting rights in decisions on issues with potential conflicts of interest.
All the information requested by the various corporate boards was supplied by the Novabase executive directors in a timely and suitable fashion.
Auditing Committee: Comprised of independent non-executive members of the Board of Directors appointed by the General Meeting of Shareholders, the Auditing Committee is responsible for supervising company management and compliance with the law and articles of association, and for issuing an opinion on management's annual report and accounts. Its supervisory powers ensure the independence and quality of company audits in accordance with the best international standards. It also ensures the efficacy of the company's internal control system and monitors the company's fulfilment of principles and best practices involving corporate governance.
This Committee operates within the scope of the Board of Directors and has the following duties:
f) Ensure the existence of sufficient internal control mechanisms to understand and manage the inherent risks of Novabase's activities;
g) Monitor the efficacy of the risk management system, internal control system and internal auditing system;
In addition, since 31 March 2011, and Auditing Committee has performed duties involving preliminary assessments of the business deals to be carried out between the company and the owners of qualified holdings or entity relationships with the former, as envisaged in Article 20 of the Securities Code. The Auditing Committee's duties in this regard are described in point III.13.
The Auditing Committee's internal regulations, available at Novabase's website, also detail some general duties and responsibilities, such as participating in the meetings of the Board of Directors and the General Meeting of Shareholders, or maintaining confidentiality with regard to facts and information disclosed to Auditing Committee members during the performance of their duties, along with duties and responsibilities involving the following specific matters: (i) external auditing; (ii) provision and disclosure of financial information; and (iii) internal auditing, complaints and compliance.
It held the compulsory number of meetings in 2012 as required by the articles of association and made all examinations of the accounts that it saw fit as part of its duties. It conducted analyses and made suggestions as deemed necessary. On 31 December 2012, the Auditing Committee was comprised of Luís Fernando de Mira Amaral (Chairman), Manuel Alves Monteiro and João Luís Correia Duque, all of whom were non-executive voting members of the Board of Directors. All members of the Auditing Committee were independent, whether as members of the Board of Directors or as members of the Auditing Committee. In addition, the Chairman and other members of the Auditing Committee were adequately capable of carrying out their duties in this company board.
The Auditing Committee holds ordinary meetings at least once every two months, or whenever deemed necessary by its Chairman or requested by one of its members. The Chairman of the Auditing Committee is responsible for convening and running its meetings, and has a casting vote.
Decisions of the Auditing Committee are made by a majority vote.
In carrying out its duties, the Auditing Committee may, whenever deemed necessary, request meetings with the Chairman of the Board of Directors, with the CFO (the director responsible for the financial function), with the Board of Directors or with the Executive Committee.
The Auditing Committee may also convene, at its own initiative in carrying out its duties, any management staff, employees or consultants at Novabase, together with external auditors or the Statutory Auditor, to attend, partially or in whole, any of its meetings, to meet individually with any of its members or to provide all information deemed necessary by the Auditing Committee.
Statutory Auditor: The statutory auditor is responsible for examining the company's accounts (specifically, performing the duties laid out in article 420 (1) c), d), e) and f) of the Commercial Companies Code), together with supervisory duties involving the ongoing pursuit of the company's corporate purpose. On 31 December 2012, its active member was PricewaterhouseCoopers & Associados - SROC, represented by Jorge Manuel Santos Costa, and with César Abel Rodrigues Gonçalves as substitute statutory auditor.
Board of Directors Performance Assessment Committee: Pursuant to its regulations, the Board of Directors Performance Assessment Committee has the following powers: (i) Assist the Board of Directors in the assessment of its overall performance; (ii) Assess the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals; (iii) Assess the performance of the Board of Directors' other specialized committees, namely the Auditing Committee, Corporate Governance Assessment Committee and its own performance. To carry out its duties, the Assessment Committee asks other committees for a self-evaluation of their own performance, and submits an annual written evaluation report on the performance of the Board of Directors and of these committees before the date of the Board of Directors' approval of the annual report and accounts.
On 31 December 2012, the Board of Directors Performance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Luís Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques de Carvalho.
In addition to the assessment method described above, and prior to the establishment of this Board of Directors Performance Assessment Committee, the activity of executive directors was monitored continuously by non-executive directors, in collaboration with the Chairman of the Board of Directors, who is responsible for providing information regarding the company's business required to ensure monitoring of the activity of the executive directors. This monitoring of executive directors by non-executive directors continues to be a current practice at Novabase.
The Board of Directors Performance Assessment Committee holds ordinary meetings twice per year11, on a date and at a location set by its Chairman, and whenever called by the Chairman, at its own initiative or at the request of any of its members.
This committee may not operate unless duly attended or represented by a majority of members; any member may be represented at meetings by any other member via letter addressed to the Chairman. However, no member of the Board of Directors Performance Assessment Committee may represent more than one other member at the same time.
Members may attend Board of Directors Performance Assessment Committee meetings via teleconferencing, and may vote by post.
Decisions are made by a majority vote, and the Chairman has a casting vote.
Corporate Governance Assessment Committee: In turn, pursuant to its regulations, the Corporate Governance Assessment Committee has the following powers: (i) Constantly assess the corporate governance model, internal rules and procedures regarding Novabase's structure and governance, and the adequacy of the Novabase Group's principles and practices of conduct vis-à-vis legal, regulatory and statutory provisions and recommendations, standards and international and national best practices involving corporate governance; (ii) Propose to the Board of Directors – which in turn may convey this proposal to the General Meeting of Shareholders, if applicable – changes to Novabase's corporate governance model deemed relevant for the ongoing refinement of the company's corporate governance practices; (iii) Provide each year to the Board of Directors a proposed text for the Corporate Governance Report to disseminate throughout the company as an integral part of each year's Annual Report and Accounts. This report – drawn up according to CMVM recommendations on format and content – offers conclusions on Novabase's degree of compliance with legal, regulatory and statutory provisions, together with rules, recommendations, standards and international and national best practices involving corporate governance.
On 31 December 2012, the Corporate Governance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
The Corporate Governance Assessment Committee holds ordinary meetings twice per year, on a date and at a location set by its Chairman, and whenever called by the Chairman, at its own initiative or at the request of any of its members.
This committee may not operate unless duly attended or represented by a majority of members; any member may be represented at meetings by any other member via letter addressed to the Chairman. However, no member of the Corporate Governance Assessment Committee may represent more than one other member at the same time.
Meeting attendance via videoconferencing and postal voting are allowed.
Decisions are made by a majority vote, and the Chairman has a casting vote.
In 2012, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, as this was not necessary in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions, as further explained in point II.36. of this report.
11 The Board of Directors Performance Assessment Committee felt that a single meeting was sufficient in 2012, as mentioned in point II.13.; a second meeting during the financial year to simply fulfil the formalities of its internal regulations was considered unjustified.
Novabase also has a Remuneration Committee, which is not a managing or supervisory board, and which is responsible for establishing the terms and conditions of remuneration for corporate board members. The Remuneration Committee's composition, powers and other information are detailed in Section V of this report.
The annual report on the activity carried out by the Auditing Committee, which includes a description of its oversight activities, together with the fact that no constraints were found with regard to these activities, is published at Novabase's website together with its accounting documents, as an attachment to this document.
Given the importance of a structured risk management model to the business, together with market regulatory requirements, the company's Board of Directors has been tasked with implementing and monitoring a suitable internal control and risk management process, working towards its efficacy.
The company therefore has a working model – safeguarding the company's worth and encouraging transparency in its corporate governance – based on detecting and anticipating potential risks and risk factors, so as to manage them in a timely manner, via the delegation of responsibilities and appropriate internal communication channels in line with the company's strategic goals for assuming risks as defined under this system.
Under its non-delegable powers of defining the company's overall policies and strategy, the Board of Directors is responsible for defining Novabase's strategic objectives in the area of risk assumption, in accordance with the company's needs and business activities.
In addition, in the area of medium and long-term strategic planning, the Board of Directors is responsible for analysing risk, and does so regularly in relation to the annual operations plan and whenever potential businesses and markets are being evaluated, measuring each potential risk's impact and likelihood of occurrence.
Since Novabase does business in the area of Information Technology, this system has identified the following main risks (in addition to the other economic, financial and legal risks listed in point II.9., whose risk factors are also considered via this model) and corresponding risk factors: (i) risk that the solutions developed may become obsolete relatively fast, due to the market trend of adopting their base technologies or changes in customers' business needs and investment priorities; (ii) risk that a proposed solution may prove unsuitable in terms of the choices made or the timing of the development of new solutions, due to the incorrect forecasting of technology trends or trends in our customers' business sectors impacting their information systems needs.
With these risks in mind, the teams tied to Novabase's primary markets analyse the industry in order to detect current trends and promote the development of internal skills to address these trends. In turn, the teams from Novabase's various competencies control typical risks in the IT sector within their areas, such as technology obsolescence, the risk that solutions may not be suitable, and the timing of the development and proposal of new solutions not being right for the market.
This system's efficiency is due to the instituted internal procedure, which reinforces the communication channels between the Group's various departments and decision-making bodies, thereby allowing communication and information on various system components, and potential internal control problems to be analysed, and detecting potential risks in real time.
Novabase also has an Internal Auditing team responsible for conducting monitoring actions and improving internal control procedures essentially associated with the Group's central service areas, always in accordance with the strategic goals laid out in the integrated risk management model. Periodic, focused internal audits are thus performed, covering all of Novabase's affiliates.
In addition, the position of Chief Risk Officer ("CRO") has been created at Novabase. Internal auditing areas and areas that ensure compliance with norms applicable to the company (compliance services) report to the CRO with regard to risk prevention and management. The CRO is responsible for reporting to the Chairman of the Board of Directors, with meetings at least once per quarter between the Chairman of the Board of Directors, CRO and Auditing Committee. Director Francisco Paulo Figueiredo Morais Antunes holds the position of CRO.
Along these lines, it should be noted that the Auditing Committee, as an inspection body, monitors the activity of the external auditors, as well as that of the internal auditors, assessing annual internal auditing plans, obtaining information about the actions performed by this team and providing an opinion regarding their conclusions.
In this context, this committee also has powers involving the assessment of sufficient internal control mechanisms in order to understand and manage the inherent risks of Novabase's activities, suggesting policies and procedures to the Board of Directors to achieve these goals and refine these mechanisms.
The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by the applicable regulatory entities at any given moment.
As regards the quality of the financial information that is publicly disclosed by the Investor Relations Department, it should be pointed out that it is the result of a financial reporting process that is ensured by the central services areas of the Group, subject to the internal control system of the Group and monitored through the aforementioned methods. Nevertheless, this information is also subject to analysis and approval by the relevant bodies, namely the Executive Committee and the Board of Directors.
In 2012, the risk management and internal control model implemented allowed the risks and risk factors mentioned above to be identified, effectively helping to prevent them.
The company's Board of Directors is responsible for implementing and monitoring a suitable internal control and risk management process, working towards its efficacy. Systematic and regular monitoring of this matter is directly conducted by the Executive Committee with the aim of optimizing management of risk that can negatively impact achievement of the strategic business goals. The process is based on anticipating and identifying risk, permitting its timely management through processes of delegating responsibilities and suitable internal communication channels.
As mentioned in the previous point, Novabase also has an Internal Auditing team responsible for conducting monitoring actions and improving internal control procedures essentially associated with the Group's central service areas. Internal audits are thus conducted and essentially focused on processes that impact the financial area and covering all of Novabase's affiliates.
The Auditing Committee, as an inspection body, monitors the activity of the external auditors, as well as that of the internal auditors, assessing annual internal auditing plans, obtaining information about the actions performed by this team and providing an opinion regarding their conclusions.
In this context, this committee will also have powers involving the assessment of sufficient internal control mechanisms in order to understand and manage the inherent risks of Novabase's activities, suggesting policies and procedures to the Board of Directors to achieve these goals and refine these mechanisms.
The Board of Directors is also responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment, in compliance with the norms issued by the applicable regulatory entities at any given moment.
Although formal reporting structures to the Auditing Committee currently do not exist for the internal auditing area and areas that ensure compliance with norms applicable to the company (compliance services), regardless of these areas' hierarchical relationship with the company's executive management, the position of Chief Risk Officer ("CRO") has been created at Novabase, to whom these areas report with regard to risk management and prevention. The CRO is responsible for reporting to the Chairman of the Board of Directors, with meetings at least once per quarter between the Chairman of the Board of Directors, CRO and Auditing Committee. Director Francisco Paulo Figueiredo Morais Antunes holds the position of CRO.
The Board of Directors, Executive Committee, Auditing Committee, Board of Directors Performance Assessment Committee and Corporate Governance Assessment Committee have their own operating regulations, which are available for consultation online at Novabase's website.
Beyond those resulting from applicable legislation, there are no other regulations regarding incompatibilities or the maximum number of positions that can be accumulated applicable to Novabase corporate boards.
II.8. In the event of the Board of Directors' Chairman carrying out an executive role, an indication of the mechanisms coordinating the tasks of non-executive members in order to ensure independence and notification of decisions.
Not applicable.
Below is a description of some of the risks analysed by the company which deserve attention due to their relevance and business impact.
As regards credit risk, although it is focused on major customers and its credibility is above average, Novabase has internally developed a customer credit risk analysis system that includes categorization prior to the presentation of a work proposal, involving the reality of the potential risk and associating the hierarchical approval level suited to it subsequent to that categorization.
As regards legal risk, potential problems with customers and employees are the most probable. These risks are part of the internal control system in terms of project management, relationships with outside entities and internal departmental processes. Procedures have been defined to streamline the prior analysis of all contracts and other legal processes by the legal department, thereby minimizing potential future sources of risk. In addition, the status of current legal proceedings is regularly monitored, with an analysis of their potential financial impacts.
Some of the Group's business areas are exposed to exchange risk (primarily EUR/USD), which is analysed and hedged through an exchange management policy based on "natural hedging", or using the exchange derivatives market or even exchange options.
Novabase takes a conservative, prudent stance in managing its exchange risks, with the speculative use of derivatives forbidden.
Where project risk management is concerned, Novabase has a project qualification methodology which analyses various specific parameters. Once the risk of the project has been ascertained, it is assigned to a project manager with the appropriate seniority. A number of qualifying training courses for project managers have been pursued in recent years. It should also be mentioned that there is a methodology in place that involves conducting internal project audits with the appropriate frequency. A system of ceilings is in place, by which authorization of proposals must be validated by a supervisor and the maximum ceiling requires authorization by the Board itself. There is a procedure for centrally validating, sending and filing proposals, which is revised by Novabase's legal department at the contract level. This department must issue its opinion before any proposal is sent to a customer.
The authority and powers of the Board of Directors are described in point II.3. above of this report.
Regarding decisions to increase capital, the Board of Directors can, by a two-thirds majority of the votes of its members, increase the share capital one or more times by cash payments, up to a ceiling of twenty-eight million, two hundred thousand euros, setting the terms and conditions of each increase of capital and the form and time limits for subscribing.
This power of the board of directors was renewed for an additional period of five years at the Annual General Meeting of Shareholders of 03 May 2012.
The members of the Board of Directors and Auditing Committee are appointed and replaced in the performance of their duties, pursuant to the law.
The General Meeting of Shareholders can, on first or second notice, decide on the appointment and replacement of members of the managing and supervisory body, however many shareholders are represented there.
The General Meeting of Shareholders can, whether it meets on first or second notice, decide on the appointment and replacement of members of the managing and supervisory body, by a majority of votes cast, no matter what percentage of the share capital is represented there, with abstentions not being counted.
It should also be noted that, pursuant to Article 17 (4) of Novabase's articles of association, Directors who fail to attend over one third of the meetings held in a financial year, without justification approved by the Board of Directors, shall be considered permanently absent, as is the case for executive directors who fail to attend, without justification approved by the Board of Directors, over one fifth of Executive Committee meetings in the same period.
Novabase currently has no formal rotation of functions policy for Board of Directors, specifically with regard to the individual in charge of the financial function.
However, it should be noted that Novabase has significantly and frequently rotated the holders of executive positions.
For instance, Director Francisco Antunes has performed the duties of Chief Financial Officer (CFO) following the General Meeting of Shareholders of 28 April 2009, having replaced Luís Paulo Salvado, who had held this position since 12 April 2007. On 6 May 2010, the Executive Committee decided that Director Francisco Antunes would also take on the responsibility of Novabase Legal Management, previously held by Luís Paulo Salvado.
Along these lines, an executive director elected for the first time in 2012, Paulo Jorge de Barros Pires Trigo, who holds the position of COO, took on a number of responsibilities previously managed by other executive directors.
In addition to these changes, the company's remaining management (and supervisory) positions have seen a considerable amount of rotation. For instance, in 2009, the executive positions of directors Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho also ended, with former CFO Luís Paulo Cardoso Salvado taking the position of Novabase CEO. Finally, it should be noted that a new member of the Auditing Committee, João Luís Correia Duque, was elected in 2009.
II.12. The number of meetings held by the board of directors and the supervisory board as well as reference to the minutes of said meetings.
See information in next point.
II.13. The number of meetings held by the Executive Committee or by the Executive Board of Directors, as well as reference to the drawing up of the minutes of those meetings and whenever applicable, the submission of same with the convening notices to the Chair of the Board of Directors, the Chair of the Audit Board or of the Auditing Committee, the Chair of the General and Supervisory Board and to the Chair of the Financial Matters Committee.
The table below lists the number of meetings of the Novabase managing and auditing bodies during the 2012 financial year, indicating the date on which they were held:
| Governing Body |
Board of Directors |
Executive Committee |
Auditing Committee |
|---|---|---|---|
| Number of meetings |
13 | 38 | 8 |
| Meeting dates | 12 Jan. 2012 | 05 Jan. 2012 | 02 Feb. 2012 |
| 01 Feb. 2012 | 18 Jan. 2012 | 29 Mar. 2012 | |
| 14 Mar. 2012 | 25 Jan. 2012 | 31 May 2012 | |
| 29 Mar. 2012 | 27 Jan. 2012 | 31 May 2012 | |
| 03 Apr. 2012 | 01 Feb. 2012 | 28 Jun. 2012 | |
| 03 Apr. 2012 | 08 Feb. 2012 | 23 Jul. 2012 | |
| 31 May 2012 | 15 Feb. 2012 | 27 Sept. 2012 | |
| 28 Jun. 2012 | 29 Feb. 2012 | 20 Dec. 2012 | |
| 23 Jul. 2012 | 07 Mar. 2012 | ||
| 27 Sept. 2012 | 09 Mar. 2012 | ||
| 25 Oct. 2012 | 13 Mar. 2012 | ||
| 29 Nov. 2012 | 30 Mar. 2012 | ||
| 20 Dec. 2012 | 11 Apr. 2012 | ||
| 26 Apr. 2012 | |||
| 02 May 2012 | |||
| 09 May 2012 | |||
| 16 May 2012 | |||
| 30 May 2012 | |||
| 06 Jun. 2012 | |||
| 20 Jun. 2012 | |||
| 04 Jul. 2012 | |||
| 10 Jul. 2012 | |||
| 18 Jul. 2012 | |||
| 25 Jul. 2012 | |||
| 05 Sept. 2012 | |||
| 12 Sept. 2012 | |||
| 19 Sept. 2012 | |||
| 03 Oct. 2012 |
Note that the Chairman of the Novabase Executive Committee is responsible for submitting the minutes of the Executive Committee meetings to the Chairman of the Board of Directors and Chairman of the Auditing Committee. In addition, the Chairman of the Board of Directors may attend Executive Committee meetings, without voting rights, and also receives the respective meeting notices for this purpose (in keeping with the Executive Committee's internal regulations). The Chairman of the Auditing Committee is informed of the agenda in the meeting minutes. All non-executive directors also receive the Executive Committee meeting minutes.
In turn, both the Board of Directors Performance Assessment Committee met once in 2012, and the Corporate Governance Assessment Committee met twice in 2012. The corporate boards and specialized committees draw up their own meeting minutes.
II.14. Distinction between executive and non-executive members and among these, differentiating those members that would comply if the incompatibility rules were to be applied (Article 414-A (1) of the Commercial Companies Code, except for item b) and the independency criteria provided for in Article 414 (5), both of the Commercial Companies Code).
The following figure illustrates the composition of the Board of Directors on 31 December 2012, including a breakdown of executive versus non-executive and independent versus nonindependent members, and an indication of the members who comply with incompatibility regulations applicable to the performance of supervisory duties:
| Director | Member of Committee within Board of Directors |
Category | Independent | Complies with Article 414-A (1) of the Commercial Companies Code |
|---|---|---|---|---|
| Rogério dos Santos Carapuça | CAACA1 CAGS2 |
Non-executive | No | No |
| Luís Paulo Cardoso Salvado | CE3 CAACA CAGS |
Executive | No | No |
| João Nuno da Silva Bento | Executive Committee |
Executive | No | No |
| Álvaro José da Silva Ferreira | Executive Committee |
Executive | No | No |
| Nuno Carlos Dias dos Santos Fórneas |
Executive Committee |
Executive | No | No |
| Francisco Paulo Figueiredo Morais Antunes |
Executive Committee |
Executive | No | No |
| Paulo Jorge de Barros Pires Trigo | Executive Committee |
Executive | No | No |
| Luís Fernando de Mira Amaral | CAUD4 CAACA |
Non-executive | Yes | Yes |
| Manuel Alves Monteiro | CAUD CAGS |
Non-executive | Yes | Yes |
| João Luis Correia Duque | CAUD CAGS |
Non-executive | Yes | Yes |
| José Afonso Oom Ferreira de Sousa |
CAACA CAGS |
Non-executive | No | No |
| Joaquim Sérvulo Rodrigues | CAACA CAGS |
Non-executive | No | No |
| Pedro Miguel Quinteiro Marques de Carvalho |
CAACA | Non-executive | No | Yes |
1 Board of Directors Performance Assessment Committee
Corporate Governance Assessment Committee
Executive Committee 4 Auditing Committee
As regards the Board of Directors' composition and operation, the independence of its members is assessed under the terms of Article 414 of the Commercial Companies Code, while also considering applicable incompatibility rules pursuant to Article 414-A (1) of this same code.
The Board of Directors assesses the independence of its members, seeking to ensure the systematic and time-related consistency of the independence criteria applied throughout the company. Specifically, as a principle, any director which, in another corporate board, could not assume this same position due to applicable rules, should not be considered independent.
Along these same lines, three members of the Board of Directors are in compliance with the incompatibility rules laid out in Article 414-A (1) of the Commercial Companies Code, also fulfilling the independence criteria laid out in Article 414 (5) of the Commercial Companies Code, namely Luís Fernando de Mira Amaral, Manuel Alves Monteiro and João Luís Correia Duque. One non-independent non-executive member, Pedro Miguel Quinteiro Marques de Carvalho, is also in compliance with these incompatibility rules.
Novabase's Board of Directors has a sufficient number of non-executive members to ensure the efficient supervision, auditing and assessment of the executive members' activity.
However, since the 2012 General Meeting of Shareholders, this management body has not had a sufficient number of independent non-executive directors, pursuant to the provisions of Recommendation No. II.1.2.2 of the Corporate Governance Code, which states that this number may never be less than a fourth of the total number of directors.
This was due to the fact that Novabase elected a new executive director, who took on the duties of COO, which was absolutely necessary in view of the new challenges faced by the company and the increased know-how brought to the managing board by this new director. Moreover, redistributing any Executive Committee duties to decrease the number of executive directors was not feasible.
As stated previously, since Novabase already has a sufficient number of non-executive directors, artificially increasing their number for the mere purpose of adopting this recommendation was also not an advisable solution.
In this way, and in view of Novabase's needs vis-à-vis its size and nature, the decision was made to not arbitrarily inflate the Board of Directors.
Candidates for non-executive director positions are selected through a process conducted exclusively by shareholders, in which they are nominated for election at the General Meeting of Shareholders via a proposal signed by the company's shareholders, with no interference by executive directors, as such, at any time during the selection process, to the decision-making process of the shareholders for the names to be submitted to the General Meeting of Shareholders. None of the current non-executive directors was co-opted during this term.
It should be noted with regard to this matter that some qualified company shareholders and signatories of the shareholders' agreement referred to in point III.5. of this report are also executive directors at Novabase, and that this shareholders' agreement establishes the obligation to draw up, together with all signatories before the elections at the General Meeting of Shareholders, proposals to appoint members to corporate boards; because of these facts, the CMVM does not believe that Recommendation No. II.1.3.2. of the CMVM Corporate Governance Code – which states that the selection process of candidates for non-executive members should be structured so as prevent interference by executive directors – has been adopted.
However, in view of the scope of the recommendation in question, Novabase believes that the factual existence of qualified shareholders who may influence, as shareholders, the process of selecting candidates for non-executive directors would not entail the need to consider this recommendation as not adopted by the company.
In fact, the scope of this recommendation seems to revolve around the need to prevent executive directors from influencing (due to their intense involvement in the company's daily activities) the selection process for directors who, among other duties, will be supervising the activities of executive management.
Along these lines, it should also be noted that the directors in question are only three of the six members of the Executive Committee; the three executive directors who are not in this situation do not have any influence or involvement in the process of selecting candidates for nonexecutive director positions, clearly demonstrating that any involvement of people performing executive duties in this selection process is in no way related to the performance of these duties.
Moreover, in accordance with the information shown in point III.5. of this report, the signatories of the shareholders' agreement in question (in effect on 31 December 2012) who are Novabase executive directors owned only 41.69% of the shares covered by the terms and conditions of this agreement; as such, they were not in a position, by themselves, to have any decisive factual influence in the process of selecting non-executive directors.
Notwithstanding the above, in view of the CMVM's opinion, Novabase believes that Recommendation No. II.1.3.2 has not been adopted, and has instead chosen to keep the current rules for selecting directors, since it does not wish to implement rules that restrict or invalidate rights of any kind to which its shareholders are lawfully entitled.
Finally, as mentioned above in the General Corporate Governance Model Assessment in Chapter 0 (see also point II.36. of this report), in 2012, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, for the reasons stated therein.
A report on the activities carried out by non-executive directors in 2012 is attached to this report, specifically stating that no obstacles to these activities were detected.
II.18. Professional qualifications of the members of the board of directors, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
| Director (date of first appointment/end of term) |
# shares1 | Professional Qualifications | Professional Experience and Responsibilities in last 5 years |
|---|---|---|---|
| Rogério dos Santos Carapuça (29 Mar. 1994 / 31 Dec. 2014) |
• 1,884,787 |
• Ph.D in Electrotechnical and Computer Engineering from IST • M.Sc. in Electrotechnical and Computer Engineering from IST • Graduate in Electrotechnical and Computer Engineering from IST |
• Chairman of the Board of Directors / Venture Capital business / Government & Healthcare sector • Chairman of the Board of Directors Performance Assessment Committee • Chairman of the Corporate Governance Assessment Committee • Director of various Novabase Group companies • Member of the Faculty Council of the UNL Faculty of Sciences and Technologies • Member of the Scientific Board of Exact Sciences and Engineering of the Foundation for Science and Technology (Fundação para a Ciência e Tecnologia) Formerly: • CEO and Executive Committee member responsible for Marketing & Communication |
| Luís Paulo Cardoso Salvado (18 Mar. 1998 / 31 Dec. 2014) |
• 2,079,592 |
• MBA in Information Management from Universidade Católica Portuguesa • Graduate in Electrotechnical and Computer Engineering from IST |
• CEO / CHRO / Aerospace & Transportation sector / Business Design / Corporate Development / Investor Relations • Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment Committee |
| • Director of various Novabase Group companies Formerly: • CFO and CLO of Novabase Group and CEO of Novabase Consulting |
|||
|---|---|---|---|
| João Nuno da Silva Bento (09 Nov. 1999 / 31 Dec. 2014) |
• 1,899,799 |
• MBA in Information Management from Universidade Católica Portuguesa • Graduate in Electrotechnical and Computer Engineering from IST |
• International Digital TV business / Energy & Utilities sector / Telecoms & Media sector • Director of various Novabase Group companies Formerly: • CEO of Novabase Digital TV |
| Álvaro José da Silva Ferreira (03 Mar. 2000 / 31 Dec. 2014) |
• 1,519,074 |
• MBA from Universidade Nova de Lisboa • Graduate in Informatics Engineering from Universidade Nova de Lisboa |
• African region: Angola, Mozambique • Director of various Novabase Group companies Formerly: • Novabase Group CHRO / CIO • Novabase IMS CEO |
| Nuno Carlos Dias dos Santos Fórneas (28 Apr. 2009 / 31 Dec. 2014) |
• 122,757 |
• MBA from ISEG • Graduate in Electrotechnical and Computer Engineering from IST |
• CMO / Financial Services sector / Manufacturing & Services sector / Region of Spain Formerly: • Novabase Consulting Executive |
| Francisco Paulo Figueiredo Morais Antunes (28 Apr. 2009 / 31 Dec. 2014) |
• Master's in Finance from ISCTE • Graduate in Management from ISCTE |
• CIO / CFO / CLO / CRO / International Task Force • Director of various Novabase Group companies Formerly: • Novabase Group Financial Director |
| Paulo Jorge de Barros Pires Trigo (03 May 2012 / 31 Dec. 2014) |
• 50,000 |
• Graduate in Electrotechnical Engineering and Computers at Instituto Superior Técnico (IST - Higher Technical Institute) |
• COO • Director of various Novabase Group companies Formerly: • CelFocus Director |
|---|---|---|---|
| Luís Fernando de Mira Amaral (20 Apr. 2006 / 31 Dec. 2014) |
• 6,305 |
• Postgraduate Diploma in Management (Stanford Executive Program) from Stanford University • M.Sc. in Economics from Universidade Nova de Lisboa • Graduate in Electronic Engineering from IST |
• Chairman of the Auditing Committee • Member of the Board of Directors Performance Assessment Committee • CEO and Vice President of Caixa Geral de Depósitos • Director of Sociedade Portuguesa de Inovação, SA • Director of BPI • CEO of Banco BIC Português • Member of the Royal Lankhorst Group Supervisory Board |
| Manuel Alves Monteiro (20 Apr. 2006 / 31 Dec. 2014) |
• 9,000 |
• Graduate in Law, member of the Portuguese Bar Association (Ordem dos Advogados) • Business Management and Corporate Governance Program – Wharton University, Pennsylvania, USA |
• Member of the Auditing Committee • Member of the Corporate Governance Assessment Committee • Non-executive director of CIN SGPS • Member of the General and Supervisory Board of EDP • Chairman of the Remuneration Committees of the following companies: AICEP Capital, S.A.; AICEP Global Parques, S.A.; Douro Azul, S.A.; Sardinha & Leite SGPS, S.A. • Member of the Coordinating Board of SEDES |
| João Luis Correia Duque (28 Apr. 2009 / 31 Dec. 2014) |
• 500 |
• Ph.D in Business Administration from Manchester Business School / Manchester University • Graduate in Company Organization and Management from ISEG / UTL |
• Member of the Auditing Committee • Member of the Corporate Governance Assessment Committee • President and Full Professor at ISEG • Chairman of IDEFE / ISEGMember of the Audit Board of Sagres – Sociedade de Titularização de Créditos, SA |
|---|---|---|---|
| José Afonso Oom Ferreira de Sousa (24 Jan. 1991 / 31 Dec. 2014) |
• 2,514,947 |
• MBA from Universidade Nova • M.Sc. in Electrotechnical Engineering from IST • Graduate in Electrotechnical Engineering from IST |
• Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment Committee Formerly: • CLO and CFO of Novabase Group • Director of various Novabase Group companies |
| Joaquim Sérvulo Rodrigues (29 Apr. 2003 / 31 Dec. 2014) |
• MBA from INSEAD • M.Sc. in Electrotechnical Engineering from IST • Graduate in Electrotechnical Engineering from IST |
• Member of the Board of Directors Performance Assessment Committee • Member of the Corporate Governance Assessment Committee • Chairman of the executive committee of the board of directors of Es Tech Ventures, SGPS, SA • Chairman of the executive committee of the board of directors of ES Ventures, SCR, SA • School board member of the Higher Technical Institute |
1 The shareholdings referred to in the above table also comply with the report of the Shareholdings of Corporate Board Members (Article 447 (5) of the Commercial Companies Code).
In addition to their management of Novabase, the members of the Board of Directors who also manage other companies are as follows:
| Director | Companies in the Novabase Group1 | Other Companies1 |
|---|---|---|
| Rogério dos Santos Carapuça | • Novabase Business Solutions, S.A. • Novabase Capital, S.A. |
|
| Luís Paulo Cardoso Salvado | • Novabase Consulting SGPS, S.A. • Novabase Serviços, S.A. • Novabase Business Solutions, S.A. |
|
| João Nuno da Silva Bento | • Novabase Interactive TV, SGPS S.A. • Celfocus, S.A. |
| • | Novabase Business Solutions, S.A. | |||
|---|---|---|---|---|
| • | Collab, S.A. | |||
| • | Novabase Digital TV, S.A. | |||
| • | TVLAB, S.A. | |||
| • | Novabase Middle East | |||
| Álvaro José da Silva Ferreira | • | NBO, S.A. | • | Director of Groovesnore – |
| • | Novabase Enterprise Applications, S.A. | Investimentos | ||
| • | Novabase Business Solutions, S.A. | Imobiliários, Lda | ||
| • | Novabase Atlântico, S.A. | |||
| • | Novabase Infraestructuras e Integración de Sistemas Informáticos, SA |
|||
| • | NBASIT | |||
| • | NBMSIT | |||
| Nuno Carlos Dias dos Santos | Novabase Serviços | |||
| Fórneas | • | |||
| • | Novabase Business Solutions, SA | |||
| • | Novabase Infraestruturas SGPS | |||
| • | Novabase Consulting, SA (Spain) | |||
| • | Binómio | |||
| • | Novabase Infraestructuras e Integración de Sistemas, SA |
|||
| Francisco Paulo Figueiredo Morais Antunes |
• | Novabase Interactive TV | • | Managing partner of |
| • | Novabase Consulting SGPS | Commostock, Lda. | ||
| • | Novabase Serviços | |||
| • | Novabase Enterprise Applications | |||
| • | Novabase Business Solutions, SA | |||
| • | Collab, S.A. | |||
| • | Octal, S.A. |
| • Novabase Digital TV, S.A. |
||
|---|---|---|
| • TVLAB, S.A. |
||
| • Novabase IMS |
||
| • Novabase Infraestruturas SGPS |
||
| • Novabase Digital TV GmbH |
||
| • NBASIT |
||
| • NB EURL |
||
| • Evolvespace Solutions, Lda. |
||
| • Novabase Capital |
||
| • NBMSIT |
||
| Paulo Jorge de Barros Pires | • Novabase Business Solutions |
• |
| Trigo | • Novabase Consulting SGPS |
|
| • Novabase Enterprise Applications |
||
| • Celfocus |
||
| • NBO |
||
| • Novabase Sistemas de Información |
||
| • Novabase IMS |
||
| • Novabase Infraestruturas SGPS |
||
| • Octal |
||
| • Binómio |
||
| Luís Fernando de Mira Amaral | • CEO of Banco BIC |
|
| Português | ||
| • SPI Director |
||
| Manuel Alves Monteiro | • Non-executive director of CIN, SGPS |
|
| • Member of the General and Supervisory Board of EDP |
||
| João Luis Correia Duque | • Non-executive director of |
| Sogevinus, SGPS. Chairman of the Board of Directors of IDEFE – Instituto para o Desenvolvimento e Estudos Económicos |
|
|---|---|
| José Afonso Oom Ferreira de Sousa |
• Director of Fundação Maria Dias Ferreira • Director of Quinta de Santa Margarida – Propriedades e Investimentos, SA • Director of Xistroban – Imobiliária, SA • Director of Aprove – Investimentos e Projectos Imobiliários, SA • Managing partner of S2i – Sociedade de Investimento Imobiliário, Lda. |
| Joaquim Sérvulo Rodrigues | • Chairman of the executive committee of the board of directors of Es Tech Ventures, SGPS, SA • Chairman of the Executive Committee of ES Venture, SCR, S.A. • Executive director of Bica da Sapataria - Empreendimentos Agrícolas e Gestão, S.A. • Director of Watson Brown • Director of PVCi-SCR. • Director of Military Commercial Technologies, Inc. • Director of ES Contact Center, S.A. • Director of ES Capital – S.C.R., S.A. • Director of Atlantic Ventures Corporation, |
| LLC • Director of Oceanlix, Pty • Director of Outsystems, S.A. • Director of Ynvisible, S.A. • Director of SafetyPay, Inc. • Director of Bridges Worldwide Holding, SGPS, S.A. |
|
|---|---|
| Pedro Miguel Quinteiro Marques de Carvalho |
• Managing partner of LX Gourmet Falcão Blanco – Produtos Alimentares de Qualidade, Lda. • Director of Feedzai – Consultadoria e Inovação Tecnológica, SA • MQC – Investimentos Imobiliários, SA • Sole Director of Muzzley, S.A. |
As of 31 December 2012
1
II.21. Identification of the members of the audit board, stating that they comply with the incompatibility rules stipulated in Article 414-A (1), and the independence criteria stipulated in Article 414 (5), both of the Commercial Companies Code. For said purpose, the audit board may carry out the relevant self-assessment.
Since it has adopted the Anglo-Saxon corporate governance model, Novabase does not have an audit board.
Nonetheless, as regards its composition and operation, the Auditing Committee independently assesses the independence of its respective members, pursuant to Article 414 of the Commercial Companies Code. Similarly, members of the Auditing Committee are subject to the incompatibility rules referred to in Article 414-A (1) of this same code.
The Auditing Committee assesses the independence of its members, seeking to ensure the systematic and time-related consistency of the independence criteria applied. Specifically, as a principle, any Auditing Committee member which, in another corporate board, could not assume this same position due to applicable rules, should not be considered independent.
| Member of the Auditing Committee | Category | Independent | Complies with Article 414-A (1) of the Commercial Companies Code |
|---|---|---|---|
| Luís Fernando de Mira Amaral | Non-executive director |
Yes | Yes |
| Manuel Alves Monteiro | Non-executive director |
Yes | Yes |
| João Luis Correia Duque | Non-executive director |
Yes | Yes |
Therefore, although Novabase does not have an audit board, the following should be noted:
Along these same lines, all members of the Auditing Committee are in compliance with the incompatibility rules laid out in Article 414-A (1) of the Commercial Companies Code, and fulfil the independence criteria laid out in Article 414 (5) of the Commercial Companies Code, namely Luís Fernando de Mira Amaral, Manuel Alves Monteiro and João Luís Correia Duque.
In addition, the Chairman and other members of the Auditing Committee are adequately capable of carrying out their duties.
II.22. Professional qualifications of the members of the audit board, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
Not applicable.
II.23. Duties that the members of the audit board perform in other companies, broken down according to those exercised in other companies of the same group.
Not applicable.
II.24. Reference to the fact that the audit board assesses the external auditor on an annual basis and the possibility of proposing to the General Meeting of Shareholders that the auditor be discharged whenever justifiable grounds are present.
As stated in point II.21. above, since it has adopted the Anglo-Saxon corporate governance model, Novabase does not have an audit board. The following information is in reference to the Auditing Committee.
As described in point II.3. above, the Auditing Committee collaborates with the Board of Directors in selecting external auditors and in determining the respective remuneration, as well as supervising these auditors' work, including verification of the existence of suitable conditions for providing external auditing services and receipt of the respective reports, assessing the external auditor on an annual basis. To date, there has been no need to justifiably dismiss any entity performing these duties.
Notwithstanding the above, it should be noted that contrary to the statutory provisions concerning statutory auditors, the law and Novabase's articles of association do not empower the General Meeting of Shareholders to appoint external auditors. For this reason, the possibility of proposing the auditor's justified dismissal to the General Meeting of Shareholders does not exist.
II.25. Identification of the members of the general and supervisory board and other committees created within the company for the purposes of assessing the individual and overall performance of the executive members, consideration on the governance system that has been adopted by the company and the identification of potential candidates with the professional profile fitting the member position.
Not applicable.
II.26. Statement indicating that members comply with the incompatibility rules provided for in Article 414-A (1), including item f), and the independency criteria provided for in Article 414 (5), both of the Commercial Companies Code. For said purpose, the general and supervisory board carries out the relevant self-assessment.
Not applicable.
II.27. Professional qualifications of the members of the general and supervisory board and other committees created under its auspices, indication of the professional activities they have exercised within the past five years at least, the number of company shares they own, date of first appointment and date of the end of the term.
N/A
II.28. Duties that the members of the general and supervisory board and other committees created under its auspices perform in other companies, broken down according to those exercised in other companies of the same group.
N/A
II.29. Description of the remuneration policy including that of the managers within the concept of Article 248-B (3) of the Securities Code and of the other workers whose professional activity might have a relevant impact on the risk profile of the company and whose remuneration contains an important variable component.
Only the members of Novabase's Board of Directors are considered managers, within the meaning of Article 248-B/3 of the Securities Code.
Independent non-executive directors are only remunerated with a fixed salary, and are not entitled to any variable component in their salary. The Remuneration Committee is also responsible for deciding whether the remaining non-executive directors and executive directors will receive a fixed component and a variable component, or just a fixed component.
Notwithstanding the above, it should be noted that, by unanimous decision of the Remuneration Committee in a meeting held on 19 September 2006, Novabase directors who are primarily dedicated to the management of companies in the Novabase Group shall have a variable remuneration consisting of (i) a sum to be paid in cash, to be defined annually by the Remuneration Committee, according to the performance and results of the company each year and the contribution of each director to these results; and (ii) a set of options attributed according to the current plan in effect.
Directors' variable cash remuneration component is therefore aligned with Novabase's annual performance, while the options component aligns this remuneration with the stock performance of the Novabase share. The variable remuneration in cash paid in 2012 (€550,303.00, as shown in the table in point II.31.) corresponds to 50% of the amount allocated for 2011 in 2012, and 1/6 of the amount allocated for 2010 in 2011. The remaining 50% of the amount allocated for 2011 in 2012 is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As regards the variable remuneration component comprised of options to allot shares, the options' strike price and take-up price are based on an average share price in the ninety days preceding the relevant dates (described in more detail in point III.10.). For this reason, the options will be more valuable as Novabase's share price rises while the management position is held, and until the options are exercised, thereby aligning the interests of the company's managers and shareholders.
As described in greater detail in point III.10. of this report, attributed options in 2012 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10. of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 03 May 2012 was €2.19 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
Furthermore, insofar as the total variable remuneration earned by the directors complies with the creation of value reflected in the results and the company's finance and stock performances (specifically as described in the above paragraphs), Novabase remuneration policy values the company's long term performance and its sustainability.
The current remuneration policy for the Board of Directors was implemented for the 2012 financial year in accordance with points II.31- II.34 below.
It should also be noted that the current plan for options to allot shares includes employees with supervisory positions at Novabase and at other companies that are legally controlled by Novabase or part of the Novabase Group.
In addition to the above, the remuneration of certain employees at Novabase may include a major variable component when their professional activities, according to their assigned duties within the Group, may significantly impact the company's risk profile. Although the company has no remuneration policy for these situations, the variable component of these employees' remuneration has been kept in balance vis-à-vis the fixed amount (not exceeding 55% of their total annual remuneration), and is determined based on an annual performance evaluation by the managing board member(s) responsible for the employee's department.
With regard to 2012, this remuneration corresponds to just 50% of the variable remuneration component due to these employees for 2011. The remaining 50% of this component is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
| Name | Position | |
|---|---|---|
| António Martins Ferreira | Telco & Media sector | |
| Carmo Palma | Novabase Business Solutions Director | |
| Célia Vieira | NBO Director | |
| Francisco Bastos | Government & Healthcare sector | |
| Jamie Bridel | CelFocus Director | |
| João Rafael | Novabase Business Solutions Director / Evolvespace Director | |
| José Paiva | Novabase Business Solutions Director | |
| Luís Lobo | Novabase Business Solutions Director / Novabase Enterprise Applications Director |
|
| Manuel Beja | Head of Human Resources & Corporate Development | |
| Manuel Relvas | Octal - Engenharia de Sistemas, S.A. Director / Novabase Business Solutions Director |
|
| María Gil | Head of IR Novabase SGPS / Novabase Capital Director / Novabase IIS Spain Director / Collab Director / Globaleda Director |
|
| Mário Figueira | Novabase Business Solutions Director | |
| Miguel Vicente | Novabase IMS Director / NBASIT Managing Director | |
| Paulo Ferreira | Novabase IMS Director / IDTV Director / TvLab Director / Novabase Digital TV Director |
|
| Pedro Borges | Executive Director of Telecoms & Media | |
| Pedro Faustino | Novabase Business Solutions Director | |
| Pedro Gomes | Novabase Business Solutions Director | |
| Pedro Chagas | Novabase Business Solutions Director / Novabase Serviços Director | |
| Pedro Quintas | Celfocus Director / Collab Director | |
| Pedro Rodrigues | Collab Director | |
| Ricardo Nunes | Novabase Business Solutions Director |
| Vítor Lopes | IMS business |
|---|---|
| Vítor Prisca | Novabase IMS Director / Novabase Atlântico Director |
II.30. Description of the remuneration policy of the board of directors and the supervisory board, as provided for in Article 2 of Law 28/2009 of 19 June.
Attached to this report is a statement with regard to the remuneration policy laid out in Law 28/2009 of 19 June.
II.31. Indication on the amount concerning the annual remuneration paid individually to members of the board of directors and of the supervisory board of the company, including fixed and variable remuneration and as to the latter, mentioning the different components that gave rise to same, the parts that has been deferred and paid.
Since 2003, Novabase has already complied with the CMVM recommendation regarding disclosure of the remunerations of the members of the Board of Directors individually. In this report, Novabase discloses the remuneration received by each member of the Board of Directors and Auditing Committee in 2012, pursuant to the provisions of Law no. 28/2009 and CMVM Regulation no. 1/2010. Information on remuneration for services provided by the Statutory Auditor is found in point III.17.
By unanimous decision of the Remuneration Committee, fixed remuneration components were set for members of the Novabase Board of Directors in 2012, along with annual variable remuneration, as shown in the chart below.
These remunerations are distributed among the members of the Board of Directors in accordance with the breakdown stipulated by the Remuneration Committee, whereby the (i) independent non-executive directors and one non-executive, non-independent director (Joaquim Sérvulo Rodrigues) earn only a fixed cash remuneration and (ii) the executive directors (together with certain non-executive, non-independent directors taking on management responsibilities in the Group) earn a fixed portion in cash, a variable portion in cash and a variable portion based on stock options. This remuneration is shared among the directors as indicated in the chart below, in accordance with the responsibilities assumed by them at Novabase, and as indicated by the Remuneration Committee.
The remuneration of non-executive, non-independent directors who assume management responsibilities in the Group includes a variable component. The continued performance of remunerated duties by these non-independent, non-executive members of the Board of Directors allows Novabase to continue to leverage their extensive know-how acquired as company founders and accumulated over more than 20 years, especially since these directors continue to play key management roles in the Group, although without executive functions.
The variable portion in cash of directors' remuneration is determined with a view to aligning this portion with the organization's performance in the year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations. The variable remuneration in cash paid in 2012 corresponds to just 50% of the variable remuneration in cash component due for 2011. The remaining 50% of this 2011 component is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As regards the stock option plan comprising the variable stock option component of directors' remuneration, at the start of the 2012-2014 term, the members of the Board of Directors were awarded a number of options as defined by the Remuneration Committee, under the variable remuneration stock options component for the years in question, in accordance with the table below.
In the Remuneration Committee meeting of 30 May 2012, it was resolved to offer 1,959,720 options under the 2012-2014 variable remuneration stock options component in force at the Novabase Group, to be distributed among the six executive directors, Chairman of the Board of Directors and members of the Board of Directors, according to the following chart:
| Director | Fixed Annual Remuneration (€) |
Annual variable remuneration in cash paid in 2012 (€)12 |
Partial Total (Fixed + Variable in cash paid in 2012) (€) |
Variable in cash paid in 2012 /Partial Total (%) |
Deferred Annual Variable Remuneration (€) |
Variable Remuneration # options @ €2.19 2012-2014 |
|---|---|---|---|---|---|---|
| Luís Paulo Cardoso Salvado |
€265,300 | €101,975 | €367,275.00 | 27.76% | €165,325.00 | 342,310 options |
| João Nuno da Silva Bento |
€255,500. 000 | €101,975.00 | €362,585.00 | 28.12% | €165,325.00 | 342,310 options |
| Álvaro José da Silva Ferreira |
€260.610,00 | €101,975.00 | €362,585.00 | 28.12% | €165,325.00 | 342,310 options |
| Nuno Carlos Dias dos Santos Fórneas |
170.800,00 € | €66,233.00 | €237,033.00 | 27.94% | €107,416.00 | 222,500 options |
| Francisco Paulo Figueiredo Morais Antunes |
137.940,00 € | 40.783,00€ | €178,723.00 | 22.82% | €66,116.00 | 136,920 options |
| Paulo Jorge de Barros Pires Trigo |
€112,000.00 | €25,228.00 | €137,228.00 | 18.38% | €25,228.00 | 196,830 options |
| Executives Total | €1,207,260.00 | €438,170.00 | 1,645,430.00€ | 26.63% | €694,735.00 | 1,583,180 options |
| (% total) | 74.27% | 79,62% | 75.62% | 79.26% | 80.79% | |
| Rogério dos Santos Carapuça |
€200,850.00 | €71,350.00 | €272,200.00 | 26.21% | €115,700.00 | 239,620 options |
| Luís Fernando de Mira Amaral |
€39,424.00 | 0.00 € | 39,424,00€ | 0.00% | €0.00 | 0 options |
| Manuel Alves Monteiro |
€39,424.00 | 0.00 € | 39,424.00€ | 0.00% | €0.00 | 0 options |
| João Luis Correia Duque |
€39,423.96 | 0.00 € | €39,423.96 | 0.00% | €0.00 | 0 options |
| José Afonso Oom Ferreira de Sousa |
€41,650.00 | €20,392.00 | €62,042.00 | 32.86% | €33,059.00 | 68,460 options |
| Joaquim Sérvulo Rodrigues |
€15,862.00 | 0.00 € | €15,862.00 | 0.00% | €0.00 | 0 options |
| Pedro Miguel Quinteiro de Marques Carvalho |
€41,650.00 | 20,392.00 € | €62,042.00 | 32.86% | €33,059.00 | 68,460 options |
| Non-executives Total |
418,284,00 € | €112,133.00 | €530,417.00 | 21% | €181,818.00 | 376,540 options. |
| (% total) | 25.73% | 20.38% | 24.38% | 20.74% | 19.21% | |
| TOTAL | 1,625,544.00 € | €550,303.00 | €2,175,847.00 | 25.29% | €876,553.00 | 1,959,720 options |
12 The amount shown represents the total amount paid to each director in 2012: 50% of the amount allocated for 2011 in 2012, together with 1/6 of the amount allocated for 2010 in 2011. The remaining 50% of the amount allocated for 2011 in 2012 will be paid over the next three years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As described in greater detail in point III.10. of this report, attributed options in 2012 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10. of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 03 May 2012 was €2.19 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through these exercise dates.
In 2012, no additional remuneration was paid in the form of profit sharing and/or payment of bonuses, except as shown in the following table.
| Director | Bonus (€)13 |
|---|---|
| José Afonso Oom Ferreira de Sousa |
95,000.00 |
| Pedro Miguel Quinteiro de Marques Carvalho |
95,000.00 |
| Total | 190,000.00 |
No compensations were paid, nor are any compensations owed, to former executive directors as a result of their duties no longer being performed in 2012.
There are no supplementary pension or early retirement schemes for Novabase directors.
In 2012, an additional amount of €12,733 was paid to the members of the Board of Directors in meal allowances.
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group.
II.32. Information on the way the remuneration is structured so as to allow aligning the interests of the members of the board of directors with the long-term interests of the
13 As shown in the Remuneration Committee report approved in 2012, the Remuneration Committee unanimously decided to defer, to 2012, 50% of the pending amounts due to directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro de Marques Carvalho for the bonus awarded to them in the Remuneration Committee meeting of 09 July 2009, whose final portion was payable in 2011. The bonus amounts shown in the table thus correspond to 50% of the amount due in 2011.
The variable portion in cash of directors' remuneration is determined by the Remuneration Committee with a view to aligning this portion with the organization's performance in each year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations.
The variable remuneration in cash paid in 2012 corresponds to 50% of the amount allocated for 2011 in 2012, and 1/6 of the amount allocated for 2010 in 2011. The remaining 50% of the amount allocated for 2011 in 2012 is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
As regards the stock option plan comprising the variable stock option component of directors' remuneration – and as a means of aligning the directors' interests with those of the company – at the start of the 2012-2014 term, the members of the Board of Directors were awarded a number of options as defined by the Remuneration Committee, under the variable remuneration stock options component for the years in question, in accordance with the table in point II.31. above.
As described in greater detail in point III.10. of this report, attributed options may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date.
As such, the variable component paid to directors does not exclusively serve Novabase's longterm interests.
However, the variable portion of the remuneration paid through the stock option plan is fully aligned with these long-term interests when the options are not exercised until their last maturity date, i.e. 3 years after the commencement of the directors' terms of office, which must always occur for at least 1/3 of the options attributed.
In fact, as described in greater detail in point III.10. of this report, attributed options in 2012 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date.
Furthermore, as also described in point III.10. of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 03 May 2012 was €2.19 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through this exercise date.
In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
In this way, Novabase believes that a substantial part of the variable remuneration of the company's directors aligns their interests with the long-term interests of the company, although not exclusively so.
Moreover, the fact that a significant amount of the options to allot shares are being deferred over time discourages excessive risk assumption by directors.
Similarly, 1/6 of the variable remuneration in cash, which is deferred over three years and is conditional upon positive company performance during this time period, also serves the company's long-term interests and discourages excessive risk assumption.
As stated in point II.31. of this report, the remuneration of executive directors includes a variable portion in cash and a variable stock option plan portion.
The variable portion in cash of directors' remuneration is determined with a view to aligning this portion of these directors' remuneration with the organization's performance in the year in question, measured by the net profits generated, and correlates with the responsibility and performance of each director in particular. A proper balance is also ensured between the fixed and variable portions of these remunerations.
As stated in point II.3. of this report, the Board of Directors Performance Assessment Committee is responsible for assessing the performance of the Executive Committee with respect to how it has been conducting Novabase's annual plan and budget passed by the Board of Directors at the start of each year, together with the degree of success in achieving their corresponding goals.
The performance assessment of directors (including executive directors) takes into account the organization's performance in the year in question, measured by the net profits generated, and is aimed at correlating the remuneration's variable cash component with the responsibility and performance of each director in particular (as stated in point II.31.).
d) The relative importance of the variable and fixed components of the members' remuneration, as well as the maximum limits for each component;
The relative importance of directors' variable and fixed remuneration components is shown in the table in point II.31. One of the goals of the variable portion in cash is to establish a proper balance between the fixed and variable portions of these remunerations.
Under the stock option plan's corresponding variable component, the total number of options attributed under the 5th Plan may under no circumstances exceed the total number of options attributed under the 4th Plan which, in turn, is limited to the total number of options attributed under the 3rd Plan. Pursuant to this 3rd Plan, the shares corresponding to the options attributed but not yet exercised under this third 2006-2008 Stock Option Plan could at no time exceed 8% of the total volume of shares representing Novabase's share capital at the time, for the three Annual Loyalty Components comprising the 3rd Plan.
The variable remuneration in cash paid in 2012 corresponds to 50% of the amount allocated for 2011 in 2012, and 1/6 of the amount allocated for 2010 in 2011. The remaining 50% of the amount allocated for 2011 in 2012 is subject to deferred payments in the following 3 years (2013, 2014 and 2015) in equal parts (corresponding to 1/6 of each year's total), conditional upon positive company performance during this time period.
Furthermore, as regards the stock option plan comprising the variable stock option component of directors' remuneration (described in greater detail in point III.10. of this report), attributed options in 2012 may be exercised in blocks, corresponding to 1/3 of all options, on each anniversary of their attribution date, while unexercised options may be exercised on their subsequent maturity date. In addition, shares acquired through the exercising of options may not be sold or encumbered for one year (50% of the total shares acquired).
Furthermore, as also described in point III.10. of this report, the strike price of the options allotted to the directors elected at the General Meeting of Shareholders of 03 May 2012 was €2.19 per share. Exercised options are settled via net share settlement from Novabase's portfolio using the following formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where TP (or take-up price) and strike have the meanings described in point III.10.
In this way, since options should only be exercised when the company's performance is positive, as reflected by the share price on the date of exercising the options, this variable remuneration component is dependent on the continued positive performance of the company through this exercise date.
f) An account of the way whereby the payment of the variable remuneration is subject to the company's continual positive performance during the deferral period;
See e) above.
g) Sufficient information on the criteria whereon the allocation of variable remuneration on shares is based, as well as on maintaining company shares that the executive members have had access to, on the possible share contracts, namely hedging contracts or risk transfer, the relevant limit and its relation apropos the value of the total annual remuneration;
There is no remuneration through the direct allocation of shares.
Moreover, since no options were exercised on the maturity dates of the three batches of options under the 4th stock option plan (as stated in point III.10.), the Novabase directors participating in this plan have not accessed any shares under variable remuneration schemes.
The company has no information regarding the signing of contracts involving these shares, namely hedging or risk transfer contracts.
h) Sufficient information on the criteria whereon the allocation of variable remuneration on options is based as well as its deferral period and take-up price;
This information is described in point III.10. of this report.
Except for the stock option plan's corresponding variable remuneration component, and notwithstanding the bonuses referred to in point II.31., there is no annual bonus scheme or any other non-financial benefits.
In 2012, an additional amount of €12,733.00 was paid to the members of the Board of Directors in meal allowances.
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
j) Remuneration paid in the form of a share in the profits and/or the payment of bonuses and the rationale behind the act of awarding such bonuses and/or share in profits;
Except for the bonuses described in point II.31., paid to directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro de Marques Carvalho, there is no form of profit sharing and/or bonuses.
l) Compensation paid or owed to former executive directors in relation to early contract termination;
No compensations were paid or became due to former executive directors as a result of their duties no longer being performed during the year.
There are no contractual restraints for compensation owed for undue dismissal of executive directors, as per legal rules.
Pursuant to Article 403 (5) of the Commercial Companies Code, if the dismissal lacks justified grounds, the director is entitled to compensation for damages incurred by the means specified in his/her contract or under the general terms of the law; this compensation may not exceed the remuneration he/she would presumably receive through the end of his/her appointed term.
In Novabase's opinion, since management positions are remunerated, with a mandatory legal ceiling on compensation for dismissal without due cause, and given the protection of expectations principle which must be observed, there is no justification for contractual restraints that reduce the maximum legal compensation amount to a director with legal proof of damages incurred, when the dismissal occurs due to his/her inadequate performance without justified grounds.
Similarly, in view of the mandatory legal ceiling on compensation for undue dismissal, there is no foreseeable advantage in establishing contractual restraints to directors' compensation in the event of consensual termination of duties.
n) Amounts paid on any basis by other companies in a group relationship or exercising control over the company;
Novabase directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group.
o) A description of the main characteristics of the supplementary pensions or early retirement schemes set up for executive directors and whether said schemes were subject or not to the approval of the General Meeting of Shareholders;
There are no supplementary pension or early retirement schemes for Novabase directors.
p) An estimate of the non-financial benefits considered as remuneration which do not fall under the categories listed above;
There are no relevant amounts of non-monetary benefits considered as remuneration and not covered by the previous situations.
q) Mechanisms to prevent executive directors from having employment contracts that question the grounds of the variable remuneration;
The company does not adopt mechanisms to prevent executive directors from having employment contracts that question the grounds of the variable remuneration.
However, to the company's knowledge, there are no contracts of this sort.
Only independent non-executive directors and one non-independent non-executive director (Joaquim Sérvulo Rodrigues) receive solely fixed cash remuneration. The remuneration policy for directors passed in the 2012 General Meeting of Shareholders still allowed non-independent non-executive directors to receive a variable remuneration component, especially bearing in mind that these directors could take on key management responsibilities in the Group, although without executive powers, thereby justifying this variable component, which actually occurred.
In any case, since differences in the remuneration structure are intended to adjust remuneration according to the duties actually performed by each director in the Group, the remuneration of the members of the Board of Directors is structured so as to align their interests with those of the company.
II.35. Information on the reporting of irregularities adopted by the company (reporting means, persons entitled to receive said reports, how the reports are to be handled and the names of the persons or bodies that have access to the information and the relevant involvement in the procedure).
In compliance with the CMVM Recommendations published in the 2007 Corporate Governance Code, and in view of fostering a culture of responsibility and compliance, Novabase has adopted a system for reporting irregularities (known as "SPI") that may occur within its Group. Any report of irregularities made through SPI is directed to the Auditing Committee, which will appoint a person in charge of SPI to manage the reports received. The person in charge of SPI must act independently and autonomously (notwithstanding responsibility to the Auditing Committee for proper compliance with his/her duties) and will be subject to confidentiality requirements. This system also observes the requirements in the Corporate Governance Code currently in force.
According to the implemented system, employees and other Novabase stakeholders have access to a direct and confidential channel for reporting to the Auditing Committee any practice that appears to be improper or irregular in any way, whatever it may be, which has occurred within the Novabase Group, regardless of any blame that may be attributed, and which may impact the financial statements or the information sent to the CMVM, or that may cause serious damage to Novabase or its stakeholders (employees, customers, partners and shareholders).
Reporting of irregular practices occurring within the Novabase Group by Novabase employees when they have such knowledge is a duty, regardless of the source of the practice or the person who has performed it.
The apparent irregularity must be reported in a secure and confidential manner to the person in charge of SPI, the independent member of the Auditing Committee Manuel Alves Monteiro, in two different manners:
Such reports will be processed by the person in charge of SPI according to the following procedure:
Before proceeding to the final forwarding of the reports, the person responsible for SPI takes account of the reports for statistical purposes and maintains a record of the reports that exclusively covers the following aspects: (i) date on which the report was received; (ii) essence of the facts reported, eliminating all information that permits identification of any physical persons; and (iii) date on which the investigation was concluded.
Once the investigation has been concluded, reports with an underlying probability of an irregular practice are forwarded by the Auditing Committee to the Board of Directors so that it can take appropriate measures.
Whenever the report of irregular practices results in evidence of the practice of a crime or serious disciplinary infraction, the Auditing Committee must recommend that the company forwards the matter to (i) Novabase internal bodies for due process and (ii) to external investigation bodies, namely the police or the public prosecutor, in order to ascertain responsibilities.
General rules of conflict of interest apply to the decisions to be approved by the Auditing Committee or by the Board of Directors regarding reports made within the scope of SPI.
Whatever the circumstance, the confidentiality of the report will be guaranteed if so requested by its author, and the personal data of the physical persons involved will be protected, while any action taken against the person who has made the report will be considered a serious offence.
This policy is explained on the Novabase website (www.novabase.pt) in the IR/Corporate Governance section.
In this way, Novabase complies with the provisions of the Commercial Companies Code and the recommendations of the Corporate Governance Code. Its system has been approved by the Portuguese Data Protection Authority (CNPD) through authorization no. 4494/2009.
Remuneration Committee: The board decides upon the remuneration of corporate board members. Its members for the three-year period of 2012-2014 were decided in the Annual General Meeting of 03 May 2012. Francisco Luís Murteira Nabo presides over the Remuneration Committee. Pedro Rebelo de Sousa and João Quadros Saldanha are also members of this committee. All of the committee's members are independent from the members of the Board of Directors, pursuant to Chapter II, point II.19. of the Annex to CMVM Regulation No. 1/2007, which includes the criteria adopted by Novabase in 2009 to gauge the fulfilment of Recommendation No. II.5.2 of the 2007 Corporate Governance Code (since the current CMVM Regulation No. 1/2010 and Corporate Governance Code do not establish specific criteria in this regard, Novabase believes that the criteria of prior norms should still be taken into account in assessing the independence of members of the Remuneration Committee from the Board of Directors).
Notwithstanding the above, pursuant to Recommendation No. II.5.3 of the Corporate Governance Code, no one serving or having served on the Board of Directors, in the preceding three years, should be hired to support the Remuneration Committee in the performance of its duties, together with other circumstances, under the terms of this recommendation, affecting the independence of the person in question within the scope of the Remuneration Committee's duties. This recommendation seems to suggest, a fortiori, that individuals who have performed duties on the Board of Directors in this period should likewise not be hired to support this committee or, a fortiori, become one of its members, which was the case of one of this committee's current members (João Quadros Saldanha) in 2012.
Therefore, in view of Recommendation No. II.5.3 of the Corporate Governance Code, former director João Quadros Saldanha could be considered a non-independent member of the Remuneration Committee in 2012 in relation to the members of Novabase's Board of Directors.
Nonetheless, since João Quadros Saldanha's duties as a director ended in April 2009, the three-year period referred to in Recommendation No. II.5.3 has already passed; as such, this member of the Remuneration Committee can be considered as independent from the managing board, thereby making any changes to this committee's composition inapposite.
The Remuneration Committee held three meetings in 2012, and the respective minutes were drafted and signed.
II.36. Identification of members of those committees that have been constituted for the purposes of individual and overall performance assessment of the executive members, consideration on the governance system that has been adopted by the company and the identification of potential candidates with the professional profile fitting the member position.
As stated in point II.3., on 31 December 2012, the Board of Directors Performance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Luís Mira Amaral, José Afonso Oom Ferreira de Sousa, Joaquim Sérvulo Rodrigues and Pedro Miguel Quinteiro Marques de Carvalho.
Moreover, as also stated in point II.3., on 31 December 2012, the Corporate Governance Assessment Committee was comprised of the following members: Rogério dos Santos Carapuça (Chairman), Luís Paulo Salvado, Manuel Alves Monteiro, João Luís Correia Duque, José Afonso Oom Ferreira de Sousa and Joaquim Sérvulo Rodrigues.
Furthermore, as mentioned above in the General Corporate Governance Model Assessment in Chapter 0 and in point II.16. of this report, in 2012, Novabase did not create any specialized committee with the power to identify, in a timely manner, potential candidates with the high profile needed for the position of director, as this was not necessary in view of its size and the specific nature of its corporate governance model; an adequate definition does exist for the profile of candidates for management positions. With regard to 2012, Novabase believes that such circumstances justified the dismissal of Recommendation No. II.5.1. of the CMVM Corporate Governance Code.
Notwithstanding the above, it should be noted that when executive directors must be replaced, the company has a procedure in place under which the Executive Committee Chairman and the Executive Committee as a whole identify potential candidates (internal or external) to be designated under this replacement, submitting their names to the company boards legally responsible for the replacement, or communicating these names to shareholders interested in submitting, to the General Meeting of Shareholders, a respective proposal for election to the Board of Directors, when applicable.
As already mentioned in point II.13., the Board of Directors Performance Assessment Committee met once in 2012, and the Corporate Governance Assessment Committee met twice in 2012. Both of these specialized committees draw up their own meeting minutes.
The Chairman of the Remuneration Committee, Francisco Luís Murteira Nabo, has suitable knowledge and experience in remuneration policy issues, pursuant to point II.38 of CMVM Regulation No. 1/2010.
The Remuneration Committee is not assisted by any natural or legal persons with an employment contract or service agreement as regards the Board of Directors or any structure beneath it, or by any existing relationship with a company consultant that affects its independence or exemption.
In addition, the Remuneration Committee is not assisted by any entity having a relationship with the company's management in the preceding three years, pursuant to the above paragraph, or by any person related by an employment contract or service agreement with any person referred to in this or the above paragraphs.
Notwithstanding the above, the considerations from the start of this Section V, namely concerning the assessment of the independence of Remuneration Committee members in view of the provisions of Recommendation No. II.5.3 of the 2010 Corporate Governance Code, must be taken into account.
As explained earlier, the provisions of this CMVM recommendation seem to suggest, a fortiori, that individuals who have performed duties on the Board of Directors in this period should likewise not be hired to support this committee or, a fortiori, become one of its members, which was the case of one of this committee's current members (João Quadros Saldanha) in 2012.
Therefore, in view of Recommendation No. II.5.3 of the 2010 Corporate Governance Code, former director João Quadros Saldanha could be considered a non-independent member of the Remuneration Committee in 2012 in relation to the members of Novabase's Board of Directors.
Nonetheless, since João Quadros Saldanha's duties as a director ended in April 2009, the three-year period referred to in Recommendation No. II.5.3 has already passed; as such, this member of the Remuneration Committee can be considered as independent from the managing board, thereby making any changes to this committee's composition inapposite.
III.1. Shareholder base, including indication of shares not admitted to trading, different categories of shares, underlying rights and duties and the percentage of capital that each category represents.
Novabase's share capital consists of 31,401,394 issued shares. There are no shares that are not admitted for trading, nor are there different categories of shares. All shares confer the same rights and obligations.
III.2. Qualified holdings in the shareholder capital of the issuer company, calculated in accordance with Article 20 of the Portuguese Securities Code.
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and Voting Rights |
| Partbleu, Sociedade Gestora de Participações | 3,180,444 | 10.13% | |
| ES TECH VENTURES, SGPS, SA | 1,792,144 | ||
| AVISTAR SGPS, SA | 650,000 | ||
| Corporate Board members | 60 | ||
| Banco Espírito Santo, SA Group (under the terms of Article 20, Item 1 of the Securities Code) |
2,442,204 | 7.78% | |
| José Afonso Oom Ferreira de Sousa | 2,514,9472 | 8.01% | |
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,6792 | 6.91% | |
| Luís Paulo Cardoso Salvado | 2,079,5922 | 6.62% | |
| João Nuno da Silva Bento | 1,899,7992 | 6.05% | |
| Rogério dos Santos Carapuça | 1,884,7872 | 6.00% | |
| Fernando Fonseca Santos | 1,575,020 | 5.02% | |
| Fundo de Investimento Mobiliário Aberto Poupança Acções Santander PPA |
138,786 | ||
| Fundo de Investimento Mobiliário Aberto Santander Acções Portugal |
1,413,967 | ||
| Santander Asset Management - Soc. Gestora de Fundos de Investimento Mobiliário, SA (under the terms of Article 20, Item 1 of the Securities Code) |
1,552,753 | 4.94% |
| # | # | % | |
|---|---|---|---|
| Shareholder | Partial Shares | Shares | Capital and Voting Rights |
| Álvaro José da Silva Ferreira | 1,519,0742 | 4.84% | |
| CAIXAGEST ACÇÕES PORTUGAL – Fundo de Investimento Mobiliário Aberto de Acções |
209,382 | ||
| CAIXAGEST PPA - Fundo de Investimento Mobiliário Aberto de Poupança em Acções |
467,332 | ||
| Caixagest - Técnicas de Gestão de Fundos, SA3 | 676,714 | 2.16% | |
| IBIM 2 Ltd | 648,486 | 2.07% | |
| Total | 22,144,499 | 70.52% |
1The shareholding of each of these shareholders corresponds to the last position notified to the company in reference to a date before 31 December 2012.
2 It includes shares under the shareholders' agreement in force on 31 December 2012, described in point III.5. of this report. The voting rights attributable to other shareholders under this agreement are attributable to the shareholder in question. The total voting rights under this agreement corresponded to 10,488,066 shares representing 33.40% of the share capital and voting rights of Novabase - SGPS, S.A.
3 On 05 February 2013, Novabase was notified that CaixaGest's holding had decreased to 1.9390%.
The articles of association do not provide for shares with special rights.
The articles of association do not limit the transfer or ownership of Novabase shares.
On 31 December 2012, a new shareholders' agreement was in effect, signed on 30 January 2012 by shareholders Luís Paulo Cardoso Salvado, João Nuno da Silva Bento, Rogério dos Santos Carapuça, José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro Marques de Carvalho and Álvaro José da Silva Ferreira, centred on 10,488,066 Novabase shares held by them, corresponding to 33.40% of the company's voting rights (restricted shares). This new shareholders' agreement entered immediately into force, and shall be valid until 30 April 2015, replacing the previous shareholders' agreement signed by the signatories.
The shares under this shareholders' agreement are held by the aforementioned shareholders in the following quantities:
| Name | No. of Shares | % Capital |
|---|---|---|
| Luís Paulo Cardoso Salvado | 2,018,047 | 6.43% |
| João Nuno da Silva Bento | 1,899,799 | 6.05% |
| Rogério dos Santos Carapuça | 1,884,775 | 6.00% |
| José Afonso Oom Ferreira de Sousa | 1,748,011 | 5.57% |
| Pedro Miguel Quinteiro Marques de Carvalho | 1,748,011 | 5.57% |
| Álvaro José da Silva Ferreira | 1,189,423 | 3.79% |
| Total | 10,488,066 | 33.40% |
The following content of this new shareholders' agreement are noteworthy:
the Securities Code, must be immediately initiated. Any Signatory responsible for allocating such voting rights, and who fails to execute the proper procedures to suspend and terminate the obligation for a tender offer, will be obliged to launch the tender offer individually;
The signing of this shareholders' agreement seeks to guarantee shareholder stability for its corresponding three-year period. Novabase believes that the existence of a shareholders' agreement does not constitute a defensive measure contrary to shareholder interests in itself, since it ensures stability in the management of the company, therefore safeguarding Novabase's corporate and shareholder interests. Furthermore, Novabase believes that because the new shareholders' agreement involves only 33.40% of Novabase's total shares, it should not be considered a defensive measure against any public offerings for acquisition, given that in addition to the fact that it was not established for this purpose, such a shareholders' agreement cannot prevent the transfer of control of the company and therefore the success of any general public offerings for acquisition.
However, due to the existence of this shareholders' agreement, the CMVM believes that Novabase does not fulfil Recommendation No. I.6.1. of the Corporate Governance Code in its entirety.
Apart from this Shareholders' Agreement, Novabase has no knowledge of the existence of any other shareholders' agreements regarding its share capital.
When amendments to the articles of association are under consideration, the General Meeting of Shareholders can only decide on first notice if shareholders having stock corresponding to at least one-third of the share capital are present or represented. This requirement does not apply on second notice, and the General Meeting of Shareholders can then decide on any matter, regardless of how many shareholders are present.
When amendments to the articles of association are under consideration, the General Meeting of Shareholders decides by a two-thirds majority of the votes cast.
However, should shareholders representing at least half the share capital be present or represented on second notice, the decision on amendments to the articles of association can be taken by an absolute majority of the votes cast, and a two-thirds majority is not required.
There are no employee investment schemes in which voting rights are not directly exercised by them.
c) Payment of dividends according to the category of shares with indication of the net amount per share.
Novabase's share price rose 10.0% in 2012, compared to a 2.9% rise in the PSI20 and gains of 21.8% in the EuroStoxx Technology Index.
Meanwhile, Novabase re-joined the PSI20 on 18 March 2013.
In 2012, Novabase paid its shareholders €0.03/share (gross), disclosing information on the applicable tax scheme, which is not uniform and determines the net amount actually received.
Novabase's share price compared to other European IT companies in 12M12 was as follows:
The average target price from analysts covering Novabase is €4.05.
Share turnover accounted for 15.6% of Novabase's capital in 12M12, with 4.9 million shares traded, less than in 12M11 (turnover of 17.5% of capital, with 5.5 million shares traded).
| Summary | 2012 | 2011 | 2010 | 2009 | 2008 |
|---|---|---|---|---|---|
| Minimum price (EUR) | 1.66 | 1.70 | 2.79 | 3.27 | 2.10 |
| Maximum price (EUR) | 2.32 | 3 2 1 | 4.63 | 5.05 | 5.07 |
| Average price weighted by quantity (EUR) | 2.05 | 2.67 | 3.71 | 4.39 | 3.87 |
| Price on last day (EUR) | 2.30 | 2.09 | 2.90 | 4 4 4 | 4.59 |
| Number of shares traded (million) | 4.9 | 5.5 | 7.1 | 8.5 | 21.0 |
| Market capitalization on last day (million EUR) | 72.2 | 65.6 | 91.1 | 139.4 | 144.1 |
The relevant occurrences disclosed by Novabase in 2012 were as follows:
13 Dec. 2011 Novabase - SGPS, SA announces management transactions 10 Dec. 2011 Novabase - SGPS, SA announces management transactions 05 Dec. 2011 Novabase - SGPS, SA announces management transactions 23 Nov. 2012 Novabase - SGPS, SA discloses 3Q12 Report and Accounts 21 Nov. 2012 Novabase - SGPS, SA announces management transactions 19 Nov. 2012 Novabase - SGPS, SA announces management transactions 30 Oct. 2012 Novabase - SGPS, SA announces consolidated 3Q12 results 21 Aug. 2012 Novabase – SGPS, SA 1H12 06 Aug. 2012 Novabase – SGPS, SA announces sale of treasury shares (correction) 06 Aug. 2012 Novabase - SGPS, SA announces management transactions (correction) 26 Jul. 2012 Novabase – SGPS, SA announces reorganization of Digital TV business 26 Jul. 2012 Novabase - SGPS, SA announces consolidated 1H12 results 05 Jul. 2012 Novabase - SGPS, SA announces management transactions 25 Jun. 2012 Novabase - SGPS, SA announces management transactions 15 Jun. 2012 Novabase - SGPS, SA announces qualified holding
31 May 2012 Novabase – SGPS, SA announces company secretary 31 May 2012
Novabase – SGPS, SA boosts investment in financial sector with acquisition of Binómio
21 May 2012
Novabase - SGPS, SA discloses 1Q12 Report and Accounts
17 May 2012
Novabase - SGPS, SA announces management transactions
16 May 2012
Novabase - SGPS, SA announces management transactions
09 May 2012
Novabase - SGPS, SA announces dividend payment
09 May 2012 Novabase - SGPS, SA announces consolidated 1Q12 results
04 May 2012 Novabase - SGPS, SA announces creation of Executive Committee
03 May 2012
Novabase - SGPS, SA discloses synopsis of 2011 information
03 May 2012
Novabase - SGPS, SA announces General Meeting of Shareholders decisions
12 Apr. 2012
Decision on the election of corporate boards and Remuneration Committee for the three-year period of 2012-2014
12 Apr. 2012
Decision on the remuneration of members of the Remuneration Committee
12 Apr. 2012
Decision on the possible implementation of a medium or long-term plan for attributing variable remuneration to members of the company's Board of Directors and employees with supervisory positions at Novabase and other Novabase Group companies, based on the performance of Novabase shares
12 Apr. 2012
General appraisal of the company's administration and auditing
10 Apr. 2012
Novabase - SGPS, SA discloses 2011 Corporate Governance Report
10 Apr. 2012
Novabase - SGPS, SA discloses 2011 individual and consolidated Report and Accounts
10 Apr. 2012
Decision on the amendment of Article 14 (3) of the articles of association
10 Apr. 2012
Decision on the acquisition and sale of treasury shares
10 Apr. 2012
Decision on the Remuneration Committee report on the 2011 remuneration policy, and approval of the Remuneration Committee's statement on the remuneration policy of members of the company's managing and auditing boards, pursuant to Law no. 28/2009 of 19 June and other applicable norms, to be implemented in the three-year period of 2012-2014
10/04/2012
Decision on the election of acting and substitute Statutory Auditor for the three-year period of 2012-2014
10 Apr. 2012
Decision on the renewal of the authorization granted to the Board of Directors by Article 4 (2) of the articles of association
10 Apr. 2012 Decision on the proposal for the allocation of profits 10 Apr. 2012
Decision on the 2011 Annual Report (including the Corporate Governance Report, attached) and Accounts
10 Apr. 2012
Novabase - SGPS, SA announces General Meeting of Shareholders
04 Apr. 2012
Novabase - SGPS, SA announces management transactions
04 Apr. 2012
Novabase – SGPS, SA, announces sale of treasury shares
23 Mar. 2012 Novabase - SGPS, S.A. announces qualified holding
20 Feb. 2012
Novabase - SGPS, SA announces management transactions
02 Feb. 2012
Novabase - SGPS, SA announces dividend proposal to shareholders
02 Feb. 2012
Novabase - SGPS, SA discloses 2012 guidance
02 Feb. 2012 Novabase - SGPS, SA announces consolidated 2011 results
03 Jan. 2012 Novabase - SGPS, SA announces management transactions
Dividends for 2000, 2001 and 2002 – the Board of Directors proposed at the General Meetings of Shareholders on 22 May 2001, 29 April 2002 and 29 April 2003 that the profits made in the financial years of 2000, 2001 and 2002 should continue to be invested in the company to enable it to give priority to structural investments with a decisive impact on the company's growth and profitability. The prospectus of the public offer for the sale and admission to official trading of Novabase's shares on the Lisbon and Porto Stock Exchanges (today Eurolist of Euronext Lisbon) had already announced the company's intention not to distribute dividends to the shareholders in the three years following its admission to trading. The General Meeting of Shareholders therefore decided unanimously not to distribute dividends to the shareholders for the financial years ending on 31 December of 2000, 2001 and 2002.
Dividends for 2003, 2004, 2005, 2006, 2007 and 2008 – shareholders present at Annual General Meetings of Shareholders decided not to distribute dividends.
In 2009, Novabase distributed a total of €15.7 million to shareholders, of which €10 million corresponded to 2009 annual profits and €5.7 million corresponded to capital reimbursements. This distribution entailed a total payment of €0.50 per share to shareholders.
Moreover, on 08 February 2011, Novabase announced that its Board of Directors has approved the intention to implement a shareholder earnings policy with the following essential terms and conditions:
payment, in 2011, of €0.13 per share, for a total of €4,082,121.22.
As of 2012, annual payment of an amount ranging between 30% and 40% of consolidated net profit recorded in each financial year.
It also announced that the implementation of the above shareholder earnings policy would remain subject to market conditions, a financial and accounting status at Novabase allowing its execution, approval at the appropriate corporate board meetings and/or the General Meeting of Shareholders and other applicable legal and regulatory terms and conditions, together with other factors deemed relevant by the Board of Directors at the time.
With regard to 2010, Novabase distributed a total of around €4.1 million to shareholders in 2011 (corresponding to around €2.7 million from the year's net profit and around €1.4 million from free reserves and cumulative results) with the General Meeting of Shareholders' approval of the proposal from the Board of Directors, resulting in a payment to shareholders of €0.13 per share.
Meanwhile, on 07 February 2013, Novabase announced that its Board of Directors had approved a plan to propose, at the 2013 General Meeting of Shareholders, the distribution €3,140,139.40 to shareholders. This payment, equal to 39.72% of consolidated net profit, represents a distribution of 10 euro cents per share.
Following this announcement, a Board of Directors proposal was published for the General Meeting of Shareholders to decide on the following allocation of profits at its next meeting, to be held on 02 May 2013:
1) That, in compliance with the provisions of law and the articles of association, the amount of €97,833.65 (corresponding to the portion of the annual net profit which, in accordance with legal requirements, brings the statutory reserve to 20% of share capital) be added to the statutory reserve; and
2) In view of the obligatory allocation of the annual net profit, that €3,140,139.40, corresponding to €0.10 per share of the total number of shares issued, be paid to shareholders from the remainder of this result;
3) That the remainder of the annual net profit, in the amount of €4,195,499.22, be transferred to retained earnings.
The specific terms and conditions to be observed in the allocation of 2012 profits are detailed in the body of the proposal, which is available at www.cmvm.pt and at the company's website.
III.10. Description of the main characteristics of the stock plans and plans for options to purchase stock adopted or in force during the year under review, namely justification for adoption of the plan, category and number of plan recipients, eligibility criteria, inalienability of shares clauses, criteria regarding share prices and the price for exercising options, time frame during which options can be exercised, characteristics of the shares to be attributed, existence of incentives to acquire shares and/or exercise options and the power of the board of directors to execute or modify the plan.
To date, the Novabase General Meeting of Shareholders has approved five plans for options to allot, subscribe for and/or purchase shares, namely:
The time periods for exercising the first four plans have already expired, and there are no active stock options that can be exercised. The Plans implemented by Novabase have sought and still seek to promote investment in the company by employees and/or members of the Board of Directors of the company and other companies in the Novabase Group, with a view to pooling efforts towards developing the company's business activity, achieving its goals and sharing the company's strong growth potential with staff regardless of their professional category.
The 5th Plan for Options to Allot Shares, in effect from 2012-2014, covers the directors of Novabase SGPS and supervisory positions.
This Plan for Options to Allot Shares involves ordinary Novabase shares as a performance bonus for participants.
The options are allotted by way of decision of Novabase's Remuneration Committee (in the case of directors) and Board of Directors (in the case of supervisory positions), which will meet for this purpose within 60 days of the commencement of duties. The options may be exercised in phases at three points in time. The first can be exercised on 25 May of the year following that in which the first annual component is attributed, and the other two on the same day (or on the first subsequent working day) in the following months of May, and in blocks corresponding to 1/3 of the number of options attributed. Unexercised options may be exercised on their subsequent maturity dates, although they will automatically expire if not exercised on the last maturity date of 25 May 2015.
Each participant may benefit only once from the options under this plan, which will occur in the year in which they commence their management duties.
The options' strike price is defined before the date of attribution. It should, as a rule, be the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase shares at sessions of the Euronext Lisbon regulated market occurring in the ninety days preceding the participant's commencement of duties, with any necessary adjustment under the terms of the plan. The strike price of the options allotted under the 5th Plan was €2.19 per share.
Under the terms of the plan, exercised options are settled via net share settlement from Novabase's portfolio.
Once the participant notifies the company of his/her intention to exercise options on each of the scheduled dates, the number of shares to allot to this participant (rounded down) is determined by the formula:
No of shares = No. of options exercised x (TP – Strike) / TP
where:
TP or take-up price = arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase's shares at sessions of the Euronext Lisbon occurring in the ninety days preceding the vesting date.
The total number of options attributed under the 5th Plan may under no circumstances exceed the total number of options attributed under the 4th Plan which, in turn, is limited to the total number of options attributed under the 3rd Plan. Pursuant to the 3rd Plan, the shares corresponding to the options attributed but not yet exercised under this third 2006-2008 Stock Option Plan could at no time exceed 8% of the total volume of shares representing Novabase's share capital at the time, for the three Annual Loyalty Components comprising the 3rd Plan.
Novabase's Remuneration Committee (in the case of directors) and Board of Directors (in the case of supervisory positions) are responsible for selecting participants in the 5th Plan.
As a rule, changes to strike and take-up prices are not authorized. Whenever financial transactions with potentially relevant impacts on Novabase's share value occur, these prices may be adjusted under the terms of the Plan, but only to offset these transactions' effects, subject to the prior authorization and validation of the Remuneration Committee and/or Board of Directors, as applicable.
The total number of recipients is nine directors.
The shares to be allotted are ordinary shares, without special incentives for exercising options beyond the strike and take-up conditions.
Implementation of the Plans:
In 2001 the first phase of the current Stock Option Plan was implemented, and by 25 May 2001, 55,964 subscription options for Novabase shares had been exercised, which corresponded to 47.6% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for that purpose on 1 June 2001. Of the 55,964 shares subscribed, 45,043 were subscribed at €8.50, and the remaining 10,921 at €10.40.
In 2002 and 2003, due to the performance of the capital markets, none of the options provided for in the Stock Option Plan were exercised.
In 2004, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 150,743 subscription options for Novabase shares were exercised on 25 May 2004, corresponding to 11.9% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 28 May 2004. The 150,743 shares were subscribed and paid up at the unit price of €4.96.
In 2005, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 319,058 subscription options for Novabase shares were exercised on 25 May 2005, corresponding to 8.9% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 01 June 2005. Of the total 319,058 shares, 314,971 were subscribed and paid up at the unit price of €4.96, and the remaining 4,087 shares were subscribed and paid up at the unit price of €5.87.
In 2006, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 2,675,629 subscription options for Novabase shares were exercised on 25 May 2006, corresponding to 48% of the options attributed and exercisable on that date. The options were exercised by means of an increase in capital decided upon for the purpose, whose public recording and corresponding commercial registry occurred on 01 June 2006. Of the total 2,675,629 shares, 2,634,308 were subscribed and paid up at the unit price of €4.96, 38,755 shares were subscribed and paid up at the unit price of €5.87, while the remaining 2,566 shares were subscribed and paid up at the unit price of €6.10.
In 2007, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 23,169 subscription options for Novabase shares were exercised on 25 May 2007, corresponding to less than 1% of the options attributed and exercisable on that date (active options). All 23,169 options were subscribed for at the unit price of €4.91 (resulting from the adjustment to the unit price of €4.96, as explained below). The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2008, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 10,974 subscription options for Novabase shares were exercised on 25 May 2008, corresponding to 1% of the options attributed and exercisable on that date (active options). All 10,974 options were subscribed at the unit price of €4.09. The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2009, under the Stock Option Plan and the Stock Subscription and/or Purchase Option Plan, 10,974 subscription options for Novabase shares were exercised on 25 May 2009, corresponding to 1% of the options attributed and exercisable on that date (active options). All 10,974 options were subscribed at the unit price of €4.09. The Board of Directors elected to sell treasury shares in lieu of an increase in capital in order to exercise attributed options.
In 2009, under the 4th Plan, a total of 1,959,720 options were allotted to Novabase directors participating in the Plan.
On 25 May 2010, the maturity date was reached for Batch 1 (equalling one third of the total) of the options allotted to each participant under the 4th Plan; no options were exercised on this date.
On 25 May 2011, the maturity date was reached for Batch 2 (equalling another third of the total) of the options allotted to each participant under the 4th Plan; no options were exercised on this date.
On 25 May 2012, the maturity date was reached for Batch 3 (equalling all of the options under the terms of the 4th Plan) of the 4th Plan; no options were exercised on this date.
After the Novabase General Meeting of Shareholders held on 03 May 2012, 1,959,720 options were attributed to directors under the 5th Plan.
Implementation Summary Chart:
| Period | Total Shares Acquired (1+2) |
Shares (1) | Subscription Price |
Shares (2) | Subscription Price |
|---|---|---|---|---|---|
| 2001 | 55,964 | 45,043 | 8.5 | 10,921 | 10.40 |
| 2004 | 150,743 | 150,743 | 4.96 | ||
| 2005 | 319,058 | 314,971 | 4.96 | 4,087 | 5.87 |
| 2006 | 2,675,629 | 2,634,308 | 4.96 | 38,755 | 5.87 |
| 2006 | 2,566 | 2,566 | 6.10 | ||
| 2007 | 23,169 | 23,169 | 4.91 | ||
| 2008 | 10,974 | 10,974 | 4.09 | ||
| 2009 | 10,974 | 10,974 | 4.09 | ||
| 2010 | |||||
| 2011 | |||||
| 2012 |
Given a hypothetical take-up price, on 31 December 2012, of the options attributed in the 5th Plan, which would be €2.15 per share (calculated according to the above criteria), if all attributed and exercisable options (i.e. all of the 1,959,720 options allotted to management) were exercised on the next vesting date of 25 May 2013, no shares would be attributed in settlement of the exercised options.
The above information is for information purposes only, since, as stated, the options attributed under the 5th Plan may only be exercised on the maturity dates specified in the plan: 25 May of the year following that in which the options are attributed, and the same days (or on the first subsequent working day) in the following months of May, in batches corresponding to 1/3 of the number of options attributed.
It is also important to note that, bearing in mind Novabase's publicly announced intention to implement a shareholder earnings policy including an annual payment, starting in 2012, of a dividend in an amount ranging between 30% and 40% of consolidated net profit recorded in each financial year, the options' strike and take-up prices may experience adjustments. Adjustments to the 5th Plan must be made pursuant to clause 8 of the respective regulations, and are subject to the prior authorization and validation of the Remuneration Committee and/or Board of Directors, as applicable.
As regards the shares attributed under the 5th Plan, these cannot be sold or encumbered by participants for a period of one year from their respective date of attribution due to the exercising of these options, with the exception of 50% of all shares attributed on said date.
III.11. A description of the main data on business deals and transactions carried out between the company and between the members of the Management and Supervisory Board or companies in a control or group relationship, provided the amount is economically significant for any of the parties involved, except for those business deals or transactions that are cumulatively considered within the bounds of normal market conditions for similar transactions and are part of the company's current business.
No business deals or transactions were conducted between the company and the members of its management and supervisory boards, or companies in a control or group relationship, outside of normal market conditions or outside of the company's current business.
III.12. Description of the vital data on business deals and transactions carried out in the absence of normal market conditions between companies and owners of qualifying holdings or entity-relationships with the former, as envisaged in Article 20 of the Securities Code.
No business deals or transactions were conducted between the company and owners of qualified holdings, or entities in any way related to them, outside of normal market conditions.
III.13. A description of the procedures and criteria applicable to the supervisory body when same provides preliminary assessment of the business deals to be carried out between the company and the owners of qualifying holdings or entity-relationships with the former, as envisaged in Article 20 of the Securities Code.
Pursuant to Recommendation No. IV.1.2 of the Corporate Governance Code, significant business deals with qualified shareholders, or with entities in any way related to them, pursuant to Article 20 of the Securities Code, must be subject to the prior opinion of the supervisory board. The procedures and criteria required to define the relevant level of significance of these deals and other conditions must be established by the supervisory board.
Taking this recommendation into account, on 31 March 2011, Novabase passed Internal Regulations on Translations with Qualified Shareholders, to which major company business deals with qualified shareholders are subject.
Business deals of this sort include transactions by the company, by entities in a control or group relationship or entities within its consolidation perimeter, with qualified shareholders, or with entities related to them pursuant to Article 20 of the Securities Code.
Significant business deals also include: (i) those that are not part of the day-to-day business of the company, of shareholders or of entities related to them pursuant to Article 20 of the Securities Code, and revolving around a single matter, with a cumulative combined total equal to or greater than, in a given financial year, half-year or quarter, €50,000 (fifty thousand euros), even when the amount of each individual transaction does not exceed this amount; or (ii) those not carried out in normal market conditions.
In the above cases, Novabase's Board of Directors, Executive Committee and bodies, committees and individuals in the Novabase Group with authorization to approve the transaction in question must notify the company's Auditing Committee as soon as possible, and never less than 5 days from the transaction's occurrence, of their intention to approve the transaction.
Such notification to Novabase's Auditing Committee must include the following: (a) identification of the body, committee or individual in the Novabase Group making the notification, together with the Novabase Group entity under which said body, committee or individual operates or is found; (b) parties to the transaction; (c) scheduled transaction date; (d) economic and financial terms of the transaction, and its total amount, which must always be specified, even if only an estimate; (e) reason for transaction between the Novabase Group and the entity in question; (f) reason for transaction specifically with customer or supplier in question.
Once the above notification has been received, the Auditing Committee must issue its approval or disapproval of the transaction as soon as possible.
In issuing its opinion, the Auditing Committee must bear in mind whether the business deal in question will be carried out under normal market conditions for similar transactions, whether it is part of the company's day-to-day business and whether the principle of equal treatment of Novabase Group customers/suppliers will be respected, together with grounds justifying the transaction when digressions to these principles occur, i.e. the need to purpose a higher company interest.
In either case, the Auditing Committee must give immediate notification to Novabase's Board of Directors of any prior opinion issued.
The supervisory board had no prior involvement in the company's business deals in 2012.
III.15. Indication of the availability on the company's website, of annual activity reports drawn up by the general and supervisory board, by the financial matters committee, the auditing committee and the audit board, including constraints that might be encountered, as well as financial information documents.
The report on the activities of Novabase's Auditing Committee is attached to this report and published at Novabase's website, and includes a description of the oversight activities carried out by the Auditing Committee, together with the fact that no constraints were found with regard to these activities.
Novabase is particularly focused on its presence in the capital market. The Investor Relations Office is responsible for representing Novabase in its dealings with the CMVM and investors, while promoting contact with private and institutional, foreign and Portuguese investors.
The office provides information through Novabase's website (www.novabase.pt). Since 2002 Novabase has had a dedicated investor relations area on its company website at www.novabase.pt. Investors have access to a number of links containing information of interest to their profile. In terms of financial information, they have access to Annual Reports and Accounts for previous years, the Financial Calendar, reserved information, information on the composition and powers of the company's Corporate Boards, the names and e-mail addresses of the analysts covering the security, together with the price target, the market performance of Novabase's shares, Novabase's shareholders, a space reserved for the General Meetings of Shareholders for convening meetings and posting preparatory information for General Meetings of Shareholders, the form for postal votes and electronic voting (available since 2006), a Corporate Governance space in which Novabase publishes this report, CMVM Regulation No. 1/2010 on the Governance of Listed Companies and Corporate Governance Code and the procedure for reporting irregularities, frequently asked questions, and the contact details of Novabase's Investor Relations Office.
A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders.
At its company website, Novabase maintains documents with content corresponding to extracts from the minutes, including information on the number of people present, number of shareholders and meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the 5 days following the General Meeting of Shareholders.
On its website, Novabase keeps a collection of information on meetings held over the past three years, including the number of people present, number of shareholders represented, meeting agendas and decisions taken.
The following information is published in Portuguese and English on Novabase's website: a) The company, public company status, headquarters and remaining data provided for in Article 171 of the Commercial Companies Code; b) Articles of Association; c) Credentials of the members of the Board of Directors and the Market Liaison Officer; d) Investor Assistance Unit – its functions and access tools; e) Accounts Reporting documents; f) Half-Yearly Calendar on Company Events; g) Proposals sent through for discussion and voting during the General Meeting of Shareholders; h) Notices convening General Meetings of Shareholders.
The Investor Relations Office can be contacted as follows:
María Gil Marín Market and Investor Relations Phone: +351 213 836 300 Fax: +351 213 836 301 email: [email protected] Address: Av. D. João II, Lote 1.03.2.3., Parque das Nações, 1998-031 Lisbon, Portugal
| Service | 2011 (,000€) | 2012 (,000€) |
|---|---|---|
| Statutory auditing | 200 | 150 |
| Other reliability assurance services |
3 | 0 |
| Tax consultancy services | 0 | 0 |
| Services other than statutory auditing |
0 | 1 |
Among other duties, the external auditor is responsible for verifying the application of remuneration policies and systems, the efficiency and functioning of internal control mechanisms and the reporting of any shortcomings to the Auditing Committee, thereby fulfilling Recommendation No. III.1.4 of the Corporate Governance Code.
A procedure is in place by which all of the various auditing services are subject to the prior approval of the Auditing Committee. In 2012, auditors were hired to perform services other than statutory auditing, although these did not exceed 10% of all auditing services (as shown in the above table).
The use of such services is justified at the time of their prior approval by the Auditing Committee, primarily due to the functional advantages of the external auditor's knowledge of Novabase from the performance of these duties, notwithstanding the assurance of independence given by the external auditor in the fulfilment of professional obligations.
Recommendation No. III.1.3 of the Corporate Governance Code states that auditors should be rotated at the end of three terms when the term of office of corporate boards is three years, as is the case with Novabase.
Moreover, pursuant to Article 54 of Decree-Law No. 224/2008 of 20 November, in entities of public interest (which, under the terms of the respective legislation, includes listed companies), the maximum period for performing auditing duties by the partner responsible for overseeing or directly performing statutory audits is seven years from his/her appointment, renewable after a minimum period of two years.
On 31 December 2012, the Novabase statutory auditor and active external auditor was the official auditing firm PricewaterhouseCoopers & Associados, SROC, Lda, represented by Jorge Manuel Santos Costa, and with César Abel Rodrigues Gonçalves as substitute statutory auditor.
Since the partner responsible for statutory audits has provided services to Novabase since 2003 (as a representative of Belarmino Martins, SROC), under Article 54 of Decree-Law No. 224/2008 of 20 November, once seven years had passed in relation to the start of these services (in May 2010), the current partners were appointed to oversee and directly perform Novabase's statutory audits, under the above terms.
In view of the above, the Auditing Committee weighed up the conditions of the auditor's independence, the advantages and costs involved in maintaining the auditor, and the auditor's replacement.
Along these lines, the following were taken into account:
In view of all of the above aspects, the Auditing Committee issued a specific opinion to keep the current external auditor for at least one more term, thereby fulfilling Recommendation No. III.1.3. of the CMVM Corporate Governance Code in its entirety.
The current members of the Audit Committee were elected on the General Meeting of Novabase on 28 April 2009 for the triennium 2009-2011 and also are part of the composition of the Board of Directors of the group as non-executive members, fulfilling the requisites established in the law – namely no. 5 of article 414 of the Companies Code.
The current Audit Committee is composed by:
Luis Mira Amaral (Chairman)
João Luís Correia Duque (Member) and
Manuel Alves Monteiro (Member)
Within the scope of powers established in its internal regulation, as well as in article 423-F of the Companies Code, in 2012 the Audit Committee carried out the following activities:
Within the analysis of the 2012 accounts, the Audit Committee held meetings for analysis and discussion of audit work plans, as well as to monitor the work being performed. These issues also involved the CFO, having the Committee obtained the company's opinion on the same on a regular basis.
Following the established practice since the formation of this Committee, an exercise of analysis and self-evaluation was made, which intends to encourage a process of continuous development and improvement of the performance of the same, resulting in a report that was subject to discussion with the Chairman of the Board of Directors.
• On a meeting held for such purpose, the Committee was informed in more detail of the processes and criteria applied by the Group in relation to Transfer Pricing, both nationally and internationally.
In compliance with the Company's Government Code of CMVM, the Audit Committee confirms that in the pursuit of its activities it has not come across with any constraints that may restrict its activity as auditing body.
Since the routine control actions that the Committee must execute have been stabilized in recent years, it now intends to give special emphasis to the deepening of the following activities:
In pursuing its mission, the Audit Committee concludes that:
The management of Novabase acts with high levels of rigor and transparency, which reflect on the quality of the managing information issued, on the working conditions of those with the mission of auditing, controlling and supervising, and on the attention it gives to the monitoring and mitigation of the risks on the company and its businesses;
Novabase is audited on a capable, professional and independent manner, and the company of external audit receives the necessary and adequate information for the issuing of a report worthy of trust by the shareholders and the market.
The Audit Committee
Luís Mira Amaral (Chairman)
João Luís Correia Duque
Manuel Alves Monteiro
Lisbon, 28 February 2013
Report from the Remuneration Committee
The Remunerations Committee (RC) of Novabase SGPS held three meetings in 2012. The first meeting was held on March 23, 2012, the second on May 30, 2012 and the third on October 19, 2012. All the meetings were held at the company's registered offices.
This Committee is composed by Mr. Francisco Luis Murteira Nabo (Chairman) and by the members Mr. Pedro Rebelo de Sousa and Mr. João Quadros Saldanha. All members were present at the abovementioned meetings.
The work of the RC in this financial year was guided by the stipulated in the remuneration policies approved by the Annual Shareholders Meeting of April 20, 2006. These policies were confirmed for the 2009-2011 and 2012-2014 terms of office by decision of the shareholders at Shareholders Meetings.
This report summarizes the decisions of the Remunerations Committee during 2012 and includes the annual declaration of the Remunerations Committee on the remuneration policy of the management and supervisory bodies of the company.
.
To avoid any doubts raised in previous years, the Remunerations Committee clarifies that the decisions regarding variable remunerations mentioned in this report relate to decisions taken by the RC in 2012 and, therefore they concern directors' performance in 2011.
Expressed as it is this prior note, below is a summary of the decisions taken by the RC at the three meetings held in 2012.
At the meeting held on March 23, 2012 the RC resolved on:
The RC discussed and unanimously approved the Remunerations Committee Report for the 2011 financial year and the Recommendations for the Remuneration Policy for the 2012-2014 term of office to be submitted to the General Meeting of Shareholders.
It was noted that the RC decision contained in the minute of the meeting held on July 7, 2011, item five of the agenda, required an additional clarification as the expression "positive performance of the company" is not a quantitative expression by itself sufficient to determine, in light of each year's net results, the decision to continue or not continue to pay the variable remunerations previously attributed to directors and now subject to deferral.
After this issue was discussed, the RC unanimously approved that the following cumulative requirements shall be met in a certain financial year (in the relevant financial year's Novabase consolidated accounts) for the company's performance to be deemed as positive:
The financial autonomy ratio was chosen since the same is universally used in international public procurements as an indicative of financial strength and capital balance. The EBITDA criterion was chosen because it is the principal benchmark used by market analysts in the evaluation of economic performance of any entity within the information technology sector.
A) The remuneration of the members of the General Meeting of Shareholders of Novabase SGPS for the 2012 financial year
The committee unanimously approved to maintain the usual ascription to the Chairman of General Meeting of Shareholders, Mr. António Manuel de Carvalho Ferreira Vitorino, of a remuneration in attendance fees per meeting. It was also approved to maintain the amount of 1000 (one thousand) euros for each meeting. It was also approved to maintain the attendance fee per meeting attributed to the Secretary of the General Meeting, Ms. Maria José Santana, in the amount of 750 (seven hundred and fifty) euros per meeting. These amounts were equal to the amounts established for the previous financial year.
Given the difficult moment that the Portuguese economic is currently facing and the high dependence of Novabase's turnover on the national market, and notwithstanding the growth of the international component, and considering, additionally, the results obtained in 2011, it was unanimously approved to maintain the fixed remuneration of the executive directors of Novabase SGPS for the 2012 financial year, without any amendment, except in the following cases:
A fixed remuneration in the gross annual amount of 156,800 (one hundred, fifty six thousand and eight hundred) euros, to be paid in 14 equal monthly instalments with effect as of May 1, 2012, is attributed to the new member of the executive committee, Paulo Jorge de Barros Pires Trigo.
Given the outstanding performance of the director Francisco Paulo Figueiredo Morais Antunes (CFO) in the previous year, and considering the increase of responsibilities now attributed to him, now responsible for several Novabase's functional areas (Finance, Legal, Payroll, Employee Care, Information Systems, International Task Force), the RC approved to grant an increase of 7,4% in his annual gross remuneration so the same will be of 140,700 (one hundred and forty thousand, seven hundred) euros, to be paid in 14 equal monthly instalments with retroactive effect as of May 1, 2012.
The fixed remunerations of the remaining members of the executive committee remained unchanged.
For the same reasons as described above, the RC unanimously decided to maintain unchanged the fixed remuneration of the non-executive directors. However, and considering the reduction of responsibilities of some directors after the end of the previous term of office it was decided to reduce the fixed remuneration of the nonexecutive directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho to a gross annual remuneration of 15,862 (fifteen thousand, eight hundred and sixty two) euros, corresponding to a reduction of 85.1% of the respective fixed remunerations when comparing to the previous financial year.
Additionally, in order to align with the best practices the remuneration of the Chairman of the Board of Directors, Rogério dos Santos Carapuça, considering that the Chairman continues to follow the day-by-day business of the company, the remuneration of the Chairman was fixed at 70% of the CEO's remuneration, i.e. 185,710 (one hundred and eighty five thousand, seven hundred and ten) euros (gross amount), which corresponds to a reduction of 22.2% in view of the previous financial year.
All the remunerations of the remaining non-executive directors, including the independent directors, remained unchanged.
All the abovementioned remunerations are gross, annual and paid in 14 equal monthly instalments, with effects as of May 1, 2012.
To all the abovementioned remunerations a food allowance must be added. The food allowance follows the terms set forth for all the company's employees.
The outcome of these decisions is a reduction of the gross wage of board members in 4% in face of 2011, even including the costs with the new director (Paulo Trigo). It should be highlighted that this director was already an officer in Novabase and the company already incurred in the costs inherent to his remuneration, However, said remuneration was not included in the board of directors' perimeter, and therefore the total cost reduction achieved by Novabase with the new Board of Directors remunerations is of 12.5%, related to 2011.
D) The attribution of the cash component of the variable remuneration to the Members of the Board of Directors of Novabase SGPS, related to performance of the 2011 financial year.
In this meeting the Chairman of the RC recalled the decision previously taken by the Shareholders Meeting in April 2009, which set the general guidelines for the directors' remunerations in the term of office. This decision was reaffirmed by the Shareholders Meeting on May 3, 2012 following the concurring proposal by the RC.
According to said resolution the variable remuneration of the directors of Novabase SGPS continued to have two components: one component in cash, to be defined by the RC after the approval of each financial year accounts, and taking into account the company's and each board member's performance in that financial year, and another component corresponding to options for allotment of Novabase shares. This last item is addressed below.
Concerning the cash component related to the performance in 2011, the RC decided, given the decrease in the company's net results in 2011, when compared to 2010, the RC decided to fix in 397,650 (three hundred and ninety seven thousand, six hundred and fifty) euros the amount to be attributed this year to the members of the board of directors as the cash component of the variable remuneration. This amount represents a reduction of 79.6% by comparison to 2010 and is in line with the decrease of the net results in the same percentage that occurred within that period.
Also given the input of each director in the 2011 financial year, in relative terms, the RC unanimously attributed the amount of 77,250 (seventy seven thousand, two hundred and fifty) euros to each of the executive directors Luís Paulo Cardoso Salvado (CEO), João Nuno da Silva Bento and Álvaro José da Silva Ferreira, 50,100 (fifty thousand and one hundred) euros to the executive director Nuno Carlos Filipe dos Santos Fórneas, 30,900 (thirty thousand and nine hundred) euros to the executive director Francisco Paulo Figueiredo Morais Antunes, 54,000 (fifty four thousand) euros to the Chairman of the Board of Directors Rogério dos Santos Carapuça, and 15,450 (fifteen thousand, four hundred and fifty) euros to the directors José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho.
All the independent members of the board and the non-executive member Joaquim Sérvulo Rodrigues do not have any variable component in their remuneration.
It was unanimously decided to pay, this year, only half of the amount attributed to each director as variable remuneration in cash, deferring the remaining 50% for payment in the following three years (2013, 2014 and 2015). Each year, 1/3 of this other half of the amount now attributed shall be paid, subject to the positive performance of the company during this period, in line with what was decided and applied in relation to 2011.
Considering the approval by the shareholders of a new stock option plan for the term of office 2012-2014, and the respective regulation, the RC has the responsibility to allocate options to directors as set out in the said regulation. The strike price is a result of the implementation of the criteria established in the regulation approved by the shareholders. Applying the relevant formula, the strike price for the current term of office is 2.19 euros per share.
As to the 1,959,720 (one million, nine hundred and fifty nine thousand, seven hundred and twenty) options reserved to the members of the board of directors, the RC unanimously approved the following distribution, which respects the differences and the different nature of each director's responsibilities:
For the current term of office: Luís Paulo Cardoso Salvado (CEO), João Nuno da Silva Bento (executive director), Álvaro da Silva Ferreira (executive director), the amount of 342,310 (three hundred and forty two thousand, three hundred and ten) options each; Nuno Carlos dos Santos Fórneas (executive director), 222,500 (two hundred and twenty two thousand, five hundred) options; Paulo Jorge de Barros Pires Trigo (executive director), 196,830 (one hundred and ninety six thousand, eight hundred and thirty) options; Francisco Paulo Figueiredo Morais Antunes (executive director), 136,920 (one hundred and thirty six thousand, nine hundred and twenty) options; Rogério dos Santos Carapuça (Chairman), 239,620 (two hundred and thirty nine thousand, six hundred and twenty) options; José Afonso Oom Ferreira de Sousa and Pedro Miguel Quinteiro Marques de Carvalho (non-executive directors), 68.460 (sixty eight thousand, four hundred and sixty) options each.
The independent directors, Luis Fernando Mira Amaral, Manuel Alves Monteiro and João Duque, and the director Joaquim Sérvulo Rodrigues, will not have any options.
It was unanimously approved to perform the total payment of the fixed remuneration of the executive directors that is due, in only three instalments, which will be paid up until the last business day of the months of October, November and December, respectively. This decision is aligned with this RC's intention that, hereinafter, the annual retribution of Novabase SGPS' executive directors is paid in 12 equal successive monthly instalments.
Finally it should be noted that in the 2012 financial year no payments were made in relation to the dismissal of any director or termination of his duties by mutual consent.
Given the experience of the committee in the year ended, the committee believes that the general principles guiding the remuneration of the management bodies of Novabase, as approved by the shareholders on April 20, 2006 and further confirmed on April 28, 2009, on May 5, 2010 and on May 3, 2012 establish a best practice and as such should be maintained.
The most relevant principles defended by the RC on its annual declaration presented to the General Meeting of Shareholders on April 28, 2009 for the triennium 2009-2011 of the corporate bodies and further confirmed on the General Meeting of Shareholders of May 3, 2012 for the triennium 2012-2014 are:
the respective regulation. The remunerations committee would in that case apply this regulation, determining for each board member the amount of options to be attributed.
Considering that the policy, which general guidelines are summarised above, was reaffirmed at the General Meeting of Shareholders of May 3, 2012 for the 2012-2014 term of office, this committee recommends to the Annual General Meeting that no changes to the policy are made for 2013, considering the current term is still in progress.
Lisbon, February 26, de 2013
The Remunerations Committee
Francisco Luis Murteira Nabo (Chairman)
Pedro Rebelo de Sousa (Member)
João Quadros Saldanha (Member)
Report from the Non-Executive Directors
In 2012, the Novabase SGPS Board of Directors was made up of the following members:
Rogério dos Santos Carapuça (Chairman of the Board of Directors)
Executive members: Luis Paulo Cardoso Salvado (Chairman of the Executive Committee - CEO) João Nuno da Silva Bento Álvaro José da Silva Ferreira Nuno Carlos Dias dos Santos Fórneas Francisco Paulo Figueiredo Morais Antunes Paulo de Barros Pires Trigo
Non-executive members: José Afonso Oom Ferreira de Sousa Pedro Miguel Quinteiro Marques de Carvalho Joaquim Manuel Jordão Sérvulo Rodrigues
Independent non-executive members: Luis Fernando de Mira Amaral (Chairman of the Auditing Committee) Manuel Fernando de Macedo Alves Monteiro João Luis Correia Duque
The latter make up the Auditing Committee. Together, the non-executive members (seven) account for the majority of the members of the Board of Directors, since there are six executive members out of a total of thirteen board members.
On average, the Board of Directors met once per month.
The Auditing Committee is appointed by the General Meeting of Shareholders.
Director Francisco Antunes is the CRO (Chief Risk Officer), and meets periodically (4 times per year) with the Chairman and Auditing Committee to analyse the topic of risk.
As part of its activities at the company, the non-executive signatories of this report – some of whom are also members of the Board of Directors Performance Assessment Committee – analysed the work of the Novabase SGPS Board of Directors, which is disclosed in this report.
Similar to the previous two years, an analytical methodology was followed using principles from "Back to the Drawing Board", Designing Corporate Boards for a Complex World, Colin & Carter, Joy W. Lorsch. Harvard Business School Press.
In our opinion, by systematically applying these principles, the most important aspects of a Board of Directors' activities can be analysed, and conclusions can be drawn on the effectiveness, efficiency and transparency of a company's corporate governance model. In this way, in the Board of Directors' current term (2012-2014), we continued to use this tool as a backbone of this annual report.
Approve company strategy, plans and budgets and associated performance monitoring The strategy is discussed at length based on presentations from the CEO, and its realization in the year in question is reviewed and approved. The annual plan and budget are discussed and approved by the board. The non-executive directors, who are comfortable with this approach and how it has been implemented, believe it would also be interesting to schedule specific meetings to discuss medium/long-term strategy. With this in mind, the Board of Directors approved a new 2013 meeting model in which some meetings are fully dedicated to the topic of strategy in a "workshop" format (two per year). In the first, the CEO will make a (3 to 5-year) strategy proposal, which will then be discussed. In the second, this strategy will be discussed in greater depth after the other directors have had time to consolidate information from the first meeting. In the following years, there will be discussions on the execution of this strategy and how to update it for the next 3 to 5 years.
These are discussed and approved by the board. Particular attention was paid in 2012 to the situation in the Digital TV area. The decision was made to divide this area into two: domestic and international DTV. Domestic DTV was incorporated into the IMS business, while international DTV remained independent under Novabase Capital, currently in a search phase for a potential strategic partner.
Novabase Capital venture capital fund investments were also monitored.
The Board of Directors and Auditing Committee regularly follow indicators on the progress of the capital structure and major changes to it. The Auditing Committee closely monitors the activities of the external auditor, analyses accounting items and forwards its analysis to the Board of Directors. The Auditing Committee meets regularly with the CEO and CFO to analyse these items, together with any issues raised by the auditors.
In its meeting held on 31 January 2013, the Board of Directors passed a proposal to distribute a dividend of 10 cents/share for the year 2012, to be submitted by the Board of Directors to the General Meeting of Shareholders on 02 May 2013. This dividend is part of the current dividend policy passed by the General Meeting of Shareholders of 05 May 2011, which stipulates an annual dividend distribution ranging from 30% to 40% of the previous year's net profit.
The Auditing Committee, together with the external auditor, CEO and CFO, follows the main risks of the company and its business pursuits, notifying the Board of Directors of key issues for discussion whenever needed. The Auditing Committee meets regularly (once per quarter) with the Chairman and the Chief Risk Officer (CRO), who submits a report on developments in the areas of greatest risk in the company's business.
The Board of Directors is responsible for appointing the Executive Committee, and for delegating the powers needed for the day-to-day running of the company to it. In the current term, the Executive Committee had the same composition, with the addition of one more executive member (Paulo de Barros Pires Trigo), also a member of the Board of Directors. There was no discussion of a successor to the CEO, since this issue is impacted by the current shareholders' agreement between several individual shareholders of the company.
In fact, a shareholders' agreement exists that was recently renewed between the main individual shareholders of the company, who make up the "core group" of shareholders aimed at giving stability to Novabase's management. The new version of the agreement, signed on 31 January 2012 and duly announced to the market, stipulates that these shareholders must meet before each electoral General Meeting of Shareholders and submit a list of proposed corporate board candidates, including a proposed candidate for CEO. Given this core shareholder group's current relative weight on the company's share capital (around 40%), and since this group must vote on the corporate board candidate list as a block (pursuant to the shareholders' agreement in question), we see no need for the Board of Directors to make internal preparations for potential successors to the position of CEO, since the candidate chosen by the core group is highly likely to be chosen by the shareholders as well. As such, in the specific case of this company and for the above reasons, we do not believe the Board of Directors should put this issue up for discussion on its shortlist of agenda items.
Assurance of compliance with legal and regulatory aspects, and establishment of company ethical standards
The Board of Directors regularly analyses the main regulatory provisions (in our case, those issued by the Portuguese Securities Market Commission or CMVM); its specialized corporate governance committee does an in-depth analysis of compliance with applicable legal provisions and recommendations, and approves, prior to Board of Directors discussion, the annual corporate governance report. The Corporate Governance Model Assessment Committee met twice in 2012. The first meeting was to approve the corporate governance report to submit to the General Meeting of Shareholders as part of the 2011 annual report and accounts. The purpose of the second meeting, held in September 2012, was to reflect on market practices in this regard and the model's future.
Company and executive management performance monitoring
The performance of the company and its managing bodies is monitored regularly (each month) by the Board of Directors and the Board of Directors Performance Assessment Committee, respectively. All members of the Board of Directors are invited to the annual company kick-off and monthly status quo review meetings.
The Novabase Board of Directors analyses and makes the most important decisions with regard to the company, delegating the day-to-day running of the company to the Executive Committee, pursuant to the terms of approved delegation of powers.
Advising executive management and the CEO Yes. This is done whenever so justified.
In accordance with the approved governance model, the Chairman may take part in Executive Committee meetings without voting rights (and did so in most of the committee's meetings in 2012), as demonstrated by the respective meeting minutes.
Financial performance
Reviewed monthly by the CEO, CFO and Auditing Committee; reviewed and approved monthly by the Board of Directors.
Competitive position
Analysed whenever relevant on a business-by-business basis.
Risk exposure
Analysed monthly by the Auditing Committee and external auditors. Analysed in the meeting between the Chairman, CRO and Auditing Committee (quarterly).
The CEO performs this role on a day-to-day basis with his/her executive team members. Given the good relationship between them, the CEO shares many daily aspects of the company's business with the Chairman who, in the year in question, also had an executive responsibility (responsible for the Government & Healthcare sector, which became part of the Transportation area at the end of 2012).
There is a periodic employee survey on the performance of operating areas, whose results are analysed by the Executive Committee. This tool measures the degree of employee satisfaction (reflected internally) with services provided by the organization.
The kick-off and other events also help to determine whether a good climate exists at the organization.
Following work done in 2010 on organizational values and culture, a code of conduct was approved in 2011.
Regular surveys are conducted, with high response rates, whose results are shared with the Board of Directors. Excellent results were obtained in 2012, in line with those of recent years in which this survey has been done. These are recounted in the annual report and accounts.
In which businesses is shareholder value created and destroyed? The overall performance of all businesses is analysed monthly by the Board of Directors, together with key situations that create or detract from value.
Although these changes are not forecasted specifically, the Board of Directors does analyse long sequences of results that naturally include this indicator, which has held stable in the main businesses. An informal medium-term prospective analysis is carried out, together with formal projections for the upcoming quarter, in accordance with the best international practices in our business.
What are the main risks faced by the company, and how are they managed? These are analysed regularly by the Auditing Committee, Board of Directors and risk analysis meeting referred to above.
Are there any aggressive practices in terms of reporting financial information? No.
What are the most significant investments (or disinvestments) currently underway at the company, and how are they being carried out?
This is analysed regularly. The Board of Directors approves all of those that are significant.
What do we do to attract and keep talent?
The perceived organizational climate is good. The company has built powerful tools for attracting and keeping talent. Among these are the Novabase Academy, Novabase Campus and involvement in the CMU Portugal and MIT Portugal programs. The 2013 kick-off was a high point in employee motivation, as witnessed extensively first-hand by non-executive members of the Board of Directors, and also reflected by the very high degree of satisfaction in the employee survey on the event.
The market in Portugal has contracted intensely, but without decreasing Novabase's domestic market share, since all of the players doing business in our market are experiencing the same effect.
Given the Portuguese economy's current backdrop, Novabase's mission will be to seek – using every means at its disposal – to counter the absolute downward trend of business in Portugal and crushing of respective margins, while simultaneously seeking to grow internationally.
This strategy has been implemented successfully, with the percentage of our international business growing systematically in recent years. In 2012, Novabase's international business accounted for around 29% of its total turnover, 35% more than in 2011, meaning that the pace of this growth is intensifying.
Very high (explained earlier). Described in the annual report and accounts.
The work in this area in 2010 (which was very significant) has already been mentioned in prior reports. The company began using the new brand on a daily basis in 2011. At this time (2012), the brand is consolidated. Design Thinking methodology has been progressively introduced into the company's daily activities. Some examples of this are the 2012 N-Talks event (wholly dedicated to this methodology), customer events (e.g. event held in conjunction with the Lisbon MBA, attended by CEOs from TAP, SATA and ANA), internal events (executive forum workshops, sector workshops, Ideathon) and the gradual introduction of this methodology into the Novabase Academy.
Novabase regularly listens to the opinions of key stakeholders, including customers (through an annual survey and complaint follow-up system), shareholders (through regular quarterly road shows), employees, partners, etc.
How does our strategy differ from that of our main competitors? Topic analysed on a business-by-business basis, as there are various differences between them. The Board of Directors takes part in this analysis.
The CEO, CFO and IRO (in charge of investor relations) do road shows every quarter. The Chairman has also taken part in these road shows. A meeting is held with key analysts each quarter following the publication of results. Their analyses are public, and therefore read by the Board of Directors. Various investment houses follow the Novabase share on a regular basis. The IRO is always available to communicate with investors, analysts, the regulatory authority (CMVM) and Euronext Lisbon.
Novabase's stock performance – like most listed Portuguese companies – has been affected by Portugal's recession in 2011 and 2012.
However, its share price rose 10.0% in 2012, compared to a 2.9% rise in the PSI20 and gains of 21.8% in the EuroStoxx Technology Index. "Country risk" certainly applies to Portuguese listed companies; among these, small caps like Novabase are particularly affected. In the first months of 2013, Novabase was notified by Euronext Lisbon that it would be re-listed on the PSI20 index beginning on 18 March.
Does the Chairman have an effective leadership style? Yes.
Do the Chairman and CEO have a good relationship? Yes. They have had a long-standing working relationship of trust for a number of years, which has greatly facilitated their bi-directional, day-to-day relations.
Do they both understand their roles and how they differ?
Yes. Both of them say that their working relationship is highly upstanding, cordial and effective.
Yes. The CEO meets periodically with the Auditing Committee, and always asks for input from the Board during meetings and individually from various non-executive members. The Chairman meets periodically with the Auditing Committee and CRO.
Do the Board of Directors and Executive Committee have constructive relationships? Yes. Completely.
Do members of the Board of Directors and Executive Committee have normal working relationships outside of board meetings?
Yes. Various non-executive members perform activities and actions in tune with and at the request of executives.
Can board members easily raise questions for discussion, whether for or against positions approved by the group? Yes. Completely.
Do board members present their views in a constructive manner? Yes. Always.
Once a decision has been reached, do disagreeing members support it? Yes. Completely.
Does the Executive Committee quickly notify the Board of Directors of any bad news? Yes. The meeting minutes of the Board of Directors show that all major situations are analysed in a timely manner. In 2012, the issue of the Digital TV area was analysed with great care. Potential situations of greater significant risk in projects are reported regularly, and the board takes part in all major situations in all of these areas. An example of this was the attention dedicated to litigation with the Portuguese government revolving around compensation due to Novabase for cancelling the School Card (Cartão Escola) project; this was finally resolved in 2012 with a fair agreement on both sides, in line with Novabase's demands from several years before (payment of compensation due).
Novabase's corporate governance model works well. All of the relevant aspects of how it works are detailed in the analysis in PART I of this report.
Novabase's annual corporate governance report is drawn up in open dialogue with the Portuguese Securities Market Commission (CMVM). This regulatory authority's assessment of the report continues to be highly positive, together with the new rating created by the Association of Listed Securities Issuers (AEM) in partnership with the Catholic University of Portugal (Universidade Católica Portuguesa). For the year 2012, the CMVM ranked Novabase's degree of compliance with its recommendations at 96%, while the AEM/Universidade Católica rating for Novabase rose to AAA (the highest possible) in 2012.
The non-executive directors thought that it was important to give this report a clear framework for assessing the board's performance which, we believe, could also contribute significantly towards efforts in this area among Portuguese listed companies.
Lisbon, 21 March 2013
The non-executive directors
Rogério Carapuça (Chairman)
Luis Mira Amaral (Chairman of the Auditing Committee) José Afonso Oom Ferreira de Sousa
Pedro Marques de Carvalho
Manuel Alves Monteiro
João Correia Duque
Joaquim Sérvulo Rodrigues
Accounts
Consolidated Financial Statements for the year ended 31 December 2012
NOVABASE S.G.P.S., S.A.
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| CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2012 | 5 | |
|---|---|---|
| ● Consolidated Statement of Financial Position as at 31 December 2012 | 6 | |
| ● Consolidated Statement of Comprehensive Income for the year ended 31 December 2012 | 7 | |
| ● Consolidated Statement of Changes in Equity for the year ended 31 December 2012 | 8 | |
| ● Consolidated Statement of Cash Flows for the year ended 31 December 2012 | 9 | |
| ● | Notes to the Consolidated Financial Statements for the year ended 31 December 2012 | 10 |
| Note 1. General information | 10 | |
| Note 2. Significant accounting policies | 10 | |
| Note 3. Financial risk management policy | 18 | |
| Note 4. Critical accounting estimates and judgements | 21 | |
| Note 5. Segment information | 22 | |
| Note 6. Companies included in consolidation | 23 | |
| Note 7 | Note 7. Property, plant and Property plant and equipment |
25 |
| Note 8. Intangible assets | 26 | |
| Note 9. Investments in associates | 28 | |
| Note 10. Financial assets at fair value through profit or loss | 28 29 |
|
| Note 11. Deferred income tax assets and liabilities Note 12. Inventories |
30 | |
| Note 13. Financial instruments by category | 31 | |
| Note 14. Trade and other receivables | 32 | |
| Note 15. Accrued income | 33 | |
| Note 16 Note 16. Derivative financial instruments Derivative financial |
33 | |
| Note 17. Other current assets | 33 | |
| Note 18. Financial assets held for trading | 33 | |
| Note 19. Cash and cash equivalents | 34 | |
| Note 20. Share Capital, share premium, treasury shares and stock options | 34 | |
| Note 21. Reserves and retained earnings | 35 | |
| Note 22. Non-controlling interests | 35 | |
| Note 23. Borrowings | 36 | |
| Note 24. Provisions | 37 | |
| Note 25 Note 25. Other non-current liabilities Other non-current |
37 | |
| Note 26. Trade and other payables | 37 | |
| Note 27. Deferred income and other current liabilities | 38 | |
| Note 28. External supplies and services | 38 | |
| Note 29. Employee benefit expense | 38 | |
| Note 30. Other gains/(losses) - net | 39 | |
| Note 31. Depreciation and amortisation | 39 | |
| Note 32. Finance income | 39 | |
| Note 33. Finance costs | 40 | |
| Note 34 Note 34. Share of loss of associates Share of loss of |
40 | |
| Note 35. Income tax expense | 40 | |
| Note 36. Earnings per share | 41 | |
| Note 37. Dividends per share | 41 | |
| Note 38. Commitments | 41 | |
| Note 39. Net Cash | 42 | |
| Note 40. Related-party transactions Note 41. Contingencies |
42 43 |
|
| Note 42. Additional information requested by law | 44 | |
| Note 43. Note Events after the reporting period Events after the reporting |
44 | |
| Note 44. Note added for translation | 44 | |
| INFORMATION | SUPERVISORY BOARD AND AUDITORS REPORT IN RESPECT OF THE CONSOLIDATED FINANCIAL | 45 |
| ● | Opinion of the Audit Committee on the Consolidated Financial Information | 47 |
| ● | Audit Report for Statutory and Stock Exchange Regulatory Purposes on the Consolidated Financial Information | 49 |
| SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY BOARD MEMBERS | 51 | |
| ● D t il f |
Detail of securities issued by the Company and other group companies, held by board members of Novabase S.G.P.S. and of iti i d b th C d th i h ld b b d b f N b S G P S d f other group companies |
53 |
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I. CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2012
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| Note | 31.12.12 | 31.12.11 | |
| Assets | |||
| Non-Current Assets | |||
| Property, plant and equipment | 7 | 7,101 | 9,000 |
| Intangible assets | 8 | 31,660 | 31,127 |
| Investments in associates | 9 | 855 | 1,031 |
| Financial assets at fair value through profit or loss | 10 | 1,731 | 755 |
| Deferred income tax assets | 11 | 12,249 | 12,387 |
| Total Non-Current Assets | 53,596 | 54,300 | |
| Current Assets | |||
| Inventories | 12 | 4,474 | 6,909 |
| Trade and other receivables | 14 | 92,489 | 92,830 |
| Accrued income | 15 | 10,035 | 16,414 |
| Income tax receivable | 2,057 | 3,211 | |
| Derivative financial instruments | 16 | 216 | 245 |
| Other current assets | 17 | 5,782 | 5,236 |
| Financial assets held for trading | 18 | 9,855 | - |
| Cash and cash equivalents | 19 | 40,452 | 27,157 |
| Total Current Assets | 165,360 | 152,002 | |
| Assets for discontinued operations | - | - | |
| Total Assets | 218,956 | 206,302 | |
| Equity Share capital |
20 | 15,701 | 15,701 |
| Treasury shares | 20 | (371) | (490) |
| Share premium | 20 | 43,560 | 43,560 |
| R Reserves and retained earnings d ti d i |
21 | 33 481 , | 31 206 , |
| Profit for the year | 7,906 | 2,651 | |
| Total Equity attributable to owners of the parent | 100,277 | 92,628 | |
| Non-controlling interests | 22 | 10,613 | 9,811 |
| Total Equity | 110,890 | 102,439 | |
| Liabilities | |||
| Non-Current Liabilities | |||
| Borrowings | 23 | 11,287 | 12,028 |
| Provisions | 24 | 2,436 | 1,721 |
| Deferred income tax liabilities | 11 | 100 | 100 |
| Other non-current liabilities | 25 | 70 | 308 |
| Total Non-Current Liabilities | 13,893 | 14,157 | |
| Current Liabilities | |||
| Borrowings | 23 | 5,246 | 5,279 |
| Trade and other payables | 26 | 59,755 | 60,935 |
| Income tax payable | 916 | 17 | |
| Derivative financial instruments | 16 | 34 | 461 |
| Deferred income and other current liabilities | 27 | 27,902 | 22,669 |
| Total Current Liabilities | 93,853 | 89,361 | |
| Liabilities for discontinued operations | 320 | 345 | |
| Total Liabilities | 108,066 | 103,863 | |
| Total Equity and Liabilities | 218,956 | 206,302 | |
| THE ACOUNTANT | THE BOARD OF DIRECTORS |
The accompanying notes are an integral part of these consolidated financial statements
| (Amounts expressed in thousands of Euros) | |||
|---|---|---|---|
| 12 M * | |||
| Note | 31.12.12 | 31.12.11 | |
| Continuing Operations | |||
| Sales | 5 | 74,280 | 96,918 |
| Services rendered | 5 | 137,795 | 132,715 |
| Cost of sales | 12 | (65,126) | (86,917) |
| External supplies and services | 28 | (52,228) | (51,720) |
| Employee benefit expense | 29 | (75,936) | (76,210) |
| Restructuring costs | - | (3,496) | |
| Other gains/(losses) - net | 30 | (725) | (543) |
| Depreciation and amortisation Depreciation and |
31 | (5 757) (5,757) | (6 125) (6,125) |
| Operating Profit | 12,303 | 4,622 | |
| Finance income | 32 | 4,731 | 3,770 |
| Finance costs | 33 | (4,721) | (4,626) |
| Share of loss of associates | 34 | (176) | (645) |
| Profit Before Income Tax | 12,137 | 3,121 | |
| Income tax expense | 35 | (2,376) | (884) |
| Profit from continuing operations | 9,761 | 2,237 | |
| Discontinued operations | |||
| Profit from discontinued operations | - | 703 | |
| Profit for the Year | 9,761 | 2,940 | |
| Other comprehensive income for the year | - | - | |
| Total comprehensive income for the year | 9,761 | 2,940 | |
| Profit attributable to: | |||
| Owners of the parent | 7,906 | 2,651 | |
| Non-controlling interests | 22 | 1,855 | 289 |
| 9,761 | 2,940 | ||
| Total comprehensive income attributable to: | |||
| Owners of the parent | 7,906 | 2,651 | |
| Non-controlling interests | 22 | 1,855 | 289 |
| 9,761 | 2,940 | ||
| Earnings per share from continuing and discontinued operations | |||
| attributable to owners of the parent (Euros per share) | |||
| B asic earnings per share i i h |
|||
| From continuing operations | 36 | 0.26 Euros | 0.06 Euros |
| From discontinued operations | 36 | Zero Euros | 0.02 Euros |
| From profit for the year | 36 | 0.26 Euros | 0.09 Euros |
| Diluted earnings per share | |||
| From continuing operations | 36 | 0.26 Euros | 0.06 Euros |
| From discontinued operations | 36 | Zero Euros | 0.02 Euros |
| From profit for the year | 36 | 0.26 Euros | 0.09 Euros |
| 12 M * - period of 12 months ended | |||
| THE ACOUNTANT | THE BOARD OF DIRECTORS |
The accompanying notes are an integral part of these consolidated financial statements
(Amounts expressed in thousands of Euros)
| Attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Note | Share capital |
Treasury shares |
Share premium |
Legal reserves |
Stock reserves |
Reserves options and retained-controlling earnings |
Non interests |
Total Equity |
|
| Balance at 1 January, 2011 | 15,701 | (603) | 43,560 | 2,365 | 1,076 | 30,675 | 5,724 | 98,498 | |
| Total comprehensive income for the year | - | - | - | - | - | 2,651 | 289 | 2,940 | |
| Transactions with owners | |||||||||
| Dividends | 21, 22 | - | - | - | - | - | (3,955) | (1,800) | (5,755) |
| Legal reserve | - | - | - | 140 | - | (140) | - | - | |
| Treasury shares movements | 20 | - | 113 | - | - | - | 625 | - | 738 |
| Share-based payments | 20, 29 | - | - | - | - | 331 | - | - | 331 |
| Change in consolidation universe | 22 | - | - | - | - | - | - | 5,500 | 5,500 |
| Foreign currency translation reserve | - | - | - | - | - | 96 | 98 | 194 | |
| Transactions with owners | - | 113 | - | 140 | 331 | (3,374) | 3,798 | 1,008 | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | (7) | - | (7) | |
| Balance at 31 December, 2011 | 15,701 | (490) | 43,560 | 2,505 | 1,407 | 29,945 | 9,811 | 102,439 | |
| Balance at 1 January, 2012 | 15,701 | (490) | 43,560 | 2,505 | 1,407 | 29,945 | 9,811 | 102,439 | |
| Total comprehensive income for the year | - | - | - | - | - | 7,906 | 1,855 | 9,761 | |
| Transactions with owners | |||||||||
| Dividends | 21, 22 | - | - | - | - | - | (920) | (900) | (1,820) |
| Legal reserve | - | - | - | 537 | - | (537) | - | - | |
| Treasury shares movements | 20 | - | 119 | - | - | - | 584 | - | 703 |
| Share-based payments (a) | 20 | - | - | - | - | (1,459) | 1,459 | - | - |
| Share-based payments | 20, 29 | - | - | - | - | 182 | - | - | 182 |
| Change in consolidation universe | 22 | - | - | - | - | - | - | 66 | 66 |
| Foreign currency translation reserve | - | - | - | - | - | (222) | (219) | (441) | |
| Transactions with owners | - | 119 | - | 537 | (1,277) | 364 | (1,053) | (1,310) | |
| Changes in ownership interests in subsidiaries that do not result in a loss of control | |||||||||
| Transactions with non-controlling interests | - | - | - | - | - | - | - | - | |
| Balance at 31 December, 2012 | 15,701 | (371) | 43,560 | 3,042 | 130 | 38,215 | 10,613 | 110,890 |
(a) Transfer of the balance of share options fully vested.
THE ACOUNTANT THE BOARD OF DIRECTORS
| (Amounts expressed in thousands of Euros) | ||||
|---|---|---|---|---|
| 12 M * | ||||
| Note | 31 12 12 31.12.12 | 31 12 11 31.12.11 | ||
| Cash flows from operating activities | ||||
| Cash receipts from customers Cash paid to suppliers and employees |
222,111 (192,143) |
220,015 (212,351) |
||
| Cash generated from operations | 29,968 | 7,664 | ||
| Income taxes received / (paid) Other operating proceeds |
855 3,000 |
(2,077) 328 |
||
| 3,855 | (, ) 1 749 |
|||
| Net Cash generated from operating activities | 33,823 | 5,915 | ||
| Cash flows from investing activities | ||||
| Receipts: Proceeds on disposal of subsidiaries and associates Loan repayments received from associates Proceeds on disposal of property, plant and equipment Interest received |
82 295 1 1,023 |
81 414 7 553 |
||
| 1 401 , | 1 055 , | |||
| Payments: Acquisition of subsidiaries and associates Dissolution of subsidiaries |
(782) - |
(843) (5) |
||
| Loans granted to associates Purchases of financial assets held for trading Purchases of property, plant and equipment Purchases of intangible assets |
18 | (4,024) (10,000) (985) (2,821) |
(514) - (1,396) (2,418) |
|
| (18,612) | (5,176) | |||
| N t C Net Cash used in investing activities h d i i ti ti iti |
(17 211) (17,211) | (4 121) (4,121) | ||
| Cash flows from financing activities | ||||
| Receipts: | ||||
| Proceeds from borrowings Capital contribution by non-controlling interests (i) |
4,000 1,521 |
9,288 1,650 |
||
| 5,521 | 10,938 | |||
| Payments: Repayments of borrowings Dividends paid Dividends Payment of finance lease liabilities Interest paid |
21 22 , | (4,088) (1 820) (1,820) (1,731) (1,132) |
(4,188) (5 755) (5,755) (1,849) (842) |
|
| (8,771) | (12,634) | |||
| Net Cash used in financing activities | (3,250) | (1,696) | ||
| Cash, cash equivalents and bank overdrafts at beginning of year | 27,157 | 27,057 | ||
| Net increase in cash cash equivalents and bank overdrafts Net increase in cash, cash equivalents and bank overdrafts |
13 362 , | 98 | ||
| Effect from exchange rate fluctuations on cash held | (67) | 2 | ||
| Cash, cash equivalents and bank overdrafts at end of year | 19 | 40,452 | 27,157 |
12 M * - period of 12 months ended
(i) In 2012: FCR NB Capital Inovação e Internacionalização (EUR 1,500 thousand) and NBMSIT (EUR 21 thousand). In 2011: FCR NB Capital Inovação e Internacionalização.
THE ACOUNTANT THE BOARD OF DIRECTORS
The accompanying notes are an integral part of these consolidated financial statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2012
Novabase, Sociedade Gestora de Participações Sociais, SA (hereunder referred to as Novabase or Group), with its head office in Av. D. João II, Lote 1.03.2.3, Parque das Nações – 1998-031 Lisboa - Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group.
Novabase's activity is structured around six industries - Telecoms & Media, Financial Services, Government & Healthcare, Energy & Utilities, Aerospace & Transportation and Manufacturing & Services.
With the aim of maximizing synergies between all of its businesses, Novabase has decided to reorganize its Digital TV operations as of the second half of the year. Solutions geared toward TV operators were included in the Infrastructures & Managed Services (IMS) business. On the other hand, the System-in-Package (SIP) solutions were transferred to the Venture Capital business. Therefore, Novabase's activity is now aggregated into 3 business areas:
(i) Business Solutions (BS) - This area of Novabase incorporates a number of competencies with technology, management, design and business expertise.
(ii) Infrastructures & Managed Services (IMS) - This area of Novabase focuses its engineering and consulting expertise in Information and Communication Technologies (ICT) to design, plan and deploy complex infrastructures as well as transform, manage, operate and optimize these assets through comprehensive projects such as outsourcing services. During 2011, and for the purpose of developing and focusing its growth on services and expanding internationally, IMS restructured its offer by consolidating its areas of Intelligent Infrastructures and IT Management solutions. Now with just one IMS Solutions portfolio, it still specializes in engineering solutions and IT management, but focusing on ongoing services for operations, maintenance and management, in particular areas involving infrastructure outsourcing.
(iii) Venture Capital (VC) - This area develops a corporate venture capital activity throughout Novabase Capital, Sociedade de Capital de Risco, S.A., which has as main purpose to identify and support Portuguese ICT business projects, in early development or expanding, with hight value potential and synergies with Novabase. Novabase Capital has ownership in three venture capital funds: FCR Novabase Capital, FCR Novabase Capital Inovação e Internacionalização and FCR IStart I (the first two managed by Novabase Capital).
Novabase is listed on the Euronext Lisbon.
The share capital is represented by 31,401,394 shares (2011: 31,401,394 shares), and all shares have a nominal value of 0.5 Euros each.
These consolidated financial statements were approved for issue by the Board of Directors on March 21, 2013. In the opinion of the Board of Directors these financial statements fairly present the Group operations, as well as its financial position, financial performance and cash flows.
These financial statements will be approved in the General Meeting of Sharehoders.
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.
The consolidated financial statements of Novabase have been prepared in accordance with International Financial Reporting Standards - IFRS, as adopted by the European Union (EU) as at 31 December 2012.
• IFRS 7 (amendment), 'Financial instruments: disclosures - transfers of financial assets' (effective for annual periods beginning on or after 1 July 2011). This amendment to IFRS 7 increase the disclosure requirements for transactions involving transfers of financial assets where a financial asset is transferred but the transferor retains some level of continuing exposure (referred to as 'continuing involvement') in the asset. This amendment had no impact on the Group's financial statements.
• IAS 1 (amendment), 'Presentation of financial statements' (effective for annual periods beginning on or after 1 July 2012). This amendment changes the disclosure of items presented in other comprehensive income (OCI), requiring entities to separate items in OCI on whether or not they may be recycled to profit or loss in the future and the related tax amount if OCI items presented before tax. This amendment will not have an impact on the Group's financial statements.
• IAS 12 (amendment), 'Income taxes' (effective for annual periods beginning on or after 1 January 2013). This amendment requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale, except for the investment properties measured at fair value model. The amendments also incorporate into IAS 12 the guidance previously contained in SIC 21, which is accordingly withdrawn. This amendment will not have an impact on the Group's financial statements.
• IAS 19 (revised 2011), 'Employee benefits' (effective for annual periods beginning on or after 1 January 2013). This amendment makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits and to the disclosures for all employee benefits. Actuarial gains and losses are recognised immediately, and only in OCI (no corridor approach allowed). Finance cost for funded benefit plans are calculated on a net funding basis. Termination benefits qualify for recognition only when the employee has no futureservice obligation. The Group will apply this standard in the period it becomes effective.
• Annual Improvements to IFRSs 2009–2011, generally effective for annual periods beginning on or after 1 January 2013. These improvements to several standards have not been yet adopted by EU. The annual improvements to IFRSs 2009-2011 affects: IFRS 1, IAS 1, IAS 16, IAS 32 and IAS 34. Novabase will apply these improvements in the annual periods in which they become effective, except the improvements to IFRS 1 as the Group is already reporting under IFRSs.
• IFRS 1 (amendment), 'First time adoption of IFRS' (effective for annual periods beginning on or after 1 January 2013). This amendment creates an additional exemption when an entity that has been subject to severe hyperinflation presents for the first time, financial statements in accordance with IFRSs. The exemption allows an entity to elect to measure certain assets and liabilities at fair value; and to use that fair value as the deemed cost in the opening IFRS statement of financial position. Another change refers to the replacement of references to a fixed date with "the date of transition to IFRS" for retrospective adoption exemptions. This amendment will not have an impact on the Group's financial statements.
• IFRS 1 (amendment), 'First time adoption of IFRS - Government loans' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment clarifies how an entity that presents for the first time financial statements in accordance with IFRSs should account for a government loan at a below-market rate of interest. This amendment also give first-time adopters of IFRSs relief from full retrospective application of IFRSs when accounting for these loans on transition. This is the same relief as was given to existing preparers of IFRS financial statements. This amendment will not have an impact on the Group's financial statements.
• IFRS 10 (new), 'Consolidated financial statements' (effective for annual periods beginning on or after 1 January 2014). IFRS 10 replaces all the guidance on control and consolidation in IAS 27 and SIC 12, changing the definition of control and the criteria applied to determine control. The core principal that a consolidated entity presents a parent and its subsidiaries as a single entity remain unchanged. The Group will apply IFRS 10 in the period it becomes effective.
• IFRS 11 (new), 'Joint arrangements' (effective for annual periods beginning on or after 1 January 2014). IFRS 11 focus on the rights and obligations of the arrangements rather than its legal form. Joint arrangements can be Joint operations (rights to the assets and obligations) or Joint ventures (rights to net assets, applying equity method). Proportional consolidation of joint venture is no longer allowed. The Group will apply IFRS 11 in the period it becomes effective.
• IFRS 12 (new), 'Disclosure of interest in other entities' (effective for annual periods beginning on or after 1 January 2014). This standard sets out the required disclosures for all forms of interests in other entities, including joint arrangements, associates and special purpose entities, to allow the evaluation of the nature, risks and financial effects associated with entity's interests. The Group will apply this standard in the period it becomes effective.
• Amendment to IFRS 10, IFRS 11 and IFRS 12, 'Transition guidance' (effective for annual periods beginning on or after 1 January 2013). This amendment is still subject to endorsement by European Union. This amendment clarifies that if the control assessment is different between IFRS 10 and IAS 27/SIC-12, an entity should adjust comparative periods retrospectively, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Any difference between the previous carrying amounts and the amounts recognised on the retrospective application of IFRS 10 must be recognised as an adjustment to equity. Specific disclosures are required under IFRS 12. The Group will apply this standard in the period it becomes effective.
• Amendment to IFRS 10, IFRS 12 and IAS 27, 'Consolidation for investment entities' (effective for annual periods beginning on or after 1 January 2014). This amendment is still subject to endorsement by European Union. This amendment includes the definition of an 'investment entity' and introduces an exception to entities that meet such definition, once its investments will be measured at fair value. Specific disclosures are required under IFRS 12. The Group will apply this standard in the period it becomes effective.
• IFRS 13 (new), 'Fair value: measurement and disclosure' (effective for annual periods beginning on or after 1 January 2013). IFRS 13 aims to improve consistency by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The Group will apply this standard in the period it becomes effective.
• IAS 27 (revised 2011), 'Separate financial statements' (effective for annual periods beginning on or after 1 January 2014). IAS 27 was revised after the issuance of IFRS 10 and contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when the entity prepares separate financial statements. The Group will apply this standard in the period it becomes effective.
• IAS 28 (revised 2011), 'Investments in associates and joint ventures' (effective for annual periods beginning on or after 1 January 2014). IAS 28 was revised after the issuance of IFRS 11 and prescribes the accounting for investments in associates and joint ventures, and sets out the requirements for the application of equity method. The Group will apply this standard in the period it becomes effective.
• IFRS 7 (amendment), 'Disclosures - offsetting financial assets and liabilities' (effective for annual periods beginning on or after 1 January 2013). This amendment is part of the IASB offsetting project which introduces new disclosure requirements about entity's right of set-off (assets and liabilities), amounts set-off, and the effects of these in the credit exposure. The Group will apply this standard in the period it becomes effective.
• IAS 32 (amendment), 'Offsetting financial assets and financial liabilities' (effective for annual periods beginning on or after 1 January 2014). This amendment is part of the IASB offsetting project which clarifies the meaning of "currently has a legally enforceable right to set-off", and clarifies that some gross settlement systems (clearing houses) may be equivalent to net settlement. The Group will apply this standard in the period it becomes effective.
• IFRS 9 (new), 'Financial instruments - classification and measurement' (effective for annual periods beginning on or after 1 January 2015). This standard is still subject to endorsement by European Union. IFRS 9 refers to the first part of financial instruments new standard and comprises two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. Otherwise it is at fair value through profit or loss. The Group will apply IFRS 9 in the period it becomes effective.
• IFRIC 20 (new), 'Stripping costs in the production phase of a surface mine' (effective for annual periods beginning on or after 1 January 2013). This interpretation refers to the accounting of overburden waste removal costs in the production phase of a surface mine, as an asset, considering that the waste removal generates two potential benefits: immediate extraction of mineral resources and improved access to further quantities of mineral resources to be extracted in the future. This interpretation will not have an impact on the Group's financial statements.
The Group's consolidated financial statements have been prepared in the assumption of the continuity of operations, based on the historical cost convention except for 'Financial assets at fair value through profit or loss', 'Derivative financial instruments' and 'Financial assets held for trading', which are measured by its fair value (notes 10, 16 and 18).
The preparation of financial statements in conformity with the accounting policies referred above requires the use of certain critical estimates and assumptions which impact on the reported values for assets and liabilities, and for income and expenses presented for the year. Nevertheless the Management usage of its best judgement at the time of the decision, the final results can differ from the estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.
The Board of Directors believes that the estimates and assumptions adopted do not bear significant risks from which can result material adjustments to assets and liabilities value.
The consolidated financial statements, as of 31 December 2012, include assets, liabilities and results of the Group companies, understood as Novabase and its subsidiaries and associates, which are presented in note 6.
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group, and the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at th i f i l t th i iti d t i ti f th t t f t lli it t Th f th i iti t th f i their fair values atthe acquisition date, irrespective ofthe extentofany non-controlling interests. The excess ofthe acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of noncontrolling interest, over the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If the acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of noncontrolling interest, is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date, regardless of the probability of occurring. Subsequent changes to the fair value of the contingent consideration do not affect goodwill (except those made up to 12 months from the date of acquisition).
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests corresponds to the proportionate share of the recognised amounts of acquiree's identifiable assets acquired and liabilities and contingent liabilities assumed, which are not directly or indirectly attributable to Novabase. Transactions with non-controlling interests are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners.
The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the noncontrolling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
In any transaction with non-controlling interests, the difference between any consideration paid and the carrying amount of the relevant share acquired is recorded 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 re-measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as a financial asset.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted by the equity method of accounting and are initially recognised at cost. The Group's investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.
The Group's share of its associates' post-acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed when necessary to ensure consistency with the policies adopted by the Group.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is the responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee, delegated by the Board of Directors.
An operating segment is a component or set of components of the Group that engage in business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the Executive Committee and for which discrete financial information is available.
The Group's activity is monitored in 3 distinct segments, Business Solutions, IMS and Venture Capital. For the purpose of preparing this information, Novabase S.G.P.S. (company that includes the top management of the Group) and Novabase Serviços (company that includes the Group's shared services) are considered as part of the Business Solutions operating segment.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in thousands of euros (EUR thousand). Euro is the Company's functional and presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Translation differences on non-monetary financial assets such as equities held at fair value through profit or loss are recognised in the consolidated statement of comprehensive income as part of the fair value gain or loss. Translation differences on monetary items, such as equities classified as available-for-sale financial assets, are included in reserves in equity.
The main exchange rates applied on the reporting date are those listed below:
| Euro foreign exchange reference rates (x foreign exchange units per 1 Euro) |
Rate on 31.12.12 |
Average rate 2012 |
Rate on 31.12.11 |
Average rate 2011 |
|
|---|---|---|---|---|---|
| • | Angolan Kwanza (AOA) | 131.2330 | 125.9079 | 123.2854 | 116.0210 |
| • | Mozambican Metical (MZN) | 40.4226 | 38.3279 | - | - |
| • | US Dollar (USD) | 1.3262 | 1.2870 | 1.2939 | 1.4002 |
| • | Emirati Dirham (AED) | - | 4.7372 | 4.7524 | 5.1515 |
| • | British Pound (GBP) | 0.8140 | 0.8120 | 0.8353 | 0.8713 |
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities at the reporting date are translated at the closing exchange rate in force at the reporting date;
(ii) income and expenses in results are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments, are taken to shareholders' equity. When a foreign operation is sold, such exchange differences are recognised in the statement of comprehensive income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Property, plant and equipment comprise mainly buildings and other constructions (construction works done in 'Edifício Caribe', the Company's headquarter, and in the facilities of the logistics unit), basic and transport equipment. Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items (purchase price and all the expenses supported direct or indirectly to bring the asset to its current condition).
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method, over their estimated useful lives, as follows:
| N.º of years | ||
|---|---|---|
| • | Buildings and other constructions | 3 to 50 |
| • | Basic equipment | 3 to 4 |
| • | Transport equipment | 4 |
| • | Tools and utensils | 4 |
| • | Furniture, fittings and equipment | 3 to 10 |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.
An asset's carrying amount is written down to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount, and are included in profit or loss.
Goodwill represents the excess of the cost of acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in 'Intangible assets'. Goodwill on acquisitions of associates is included in 'Investments in associates'.
Goodwill (that has an undetermined useful life), is carried at cost less accumulated impairment losses, being tested annually for impairment, in the second half of the year. Impairment losses on goodwill are recognised whenever its carrying amount exceeds its recoverable amount, and are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Each of those cash-generating units represents the Group's investment in each operating segment in which Novabase operates: Business Solutions, IMS and Venture Capital. Additionally, for the purpose of impairment tests of goodwill not allocated to those cash-generating units, the Group identified cash generating units at the level of each subsidiary/associate acquired.
Investigation expenses in the search of new technical and scientific knowledge are recorded in the statement of comprehensive income as and when incurred. Development expenses are accounted as intangible fixed assets when: i) it is technically feasible to complete the asset or process; ii) Group is able to complete it's development and intends to do so; iii) market viability is assured and iv) its cost can be reliably measured.
These assets are recorded at its production or acquisition cost, which include the acquisition cost of the assets plus employee costs directly involved in the production or outsourcing costs incurred for the same purpose, as well as an appropriate portion of relevant overheads.
Amortisation is calculated using the straight-line method, for periods between 3 to 10 years. Impairment of internally generated assets in progress is tested at the reporting date.
Industrial property and other rights are shown at historical cost. These assets have a finite useful life and are recognised at cost less accumulated amortisation for a period of 10 years. Amortisation is calculated using the straight-line method to allocate the cost of the industrial property and other rights over their estimated useful lives.
Intangible assets in progress refer to, mainly, the ongoing internal development of software products.
The financial assets and liabilities are recognised in the date of the negotiation or contract, except if there is a contractual or legal stipulation in contrary, saying that the rights and obligations related with the amounts transacted are transferred to a different date. In this case, the relevant date is the last.
In the initial moment, the financial assets and liabilities are recognised by their fair value. The fair value is the amount that a determined asset or liability can be transferred or paid between entities both knowing and interested in doing the transaction. In the contracted date, the fair value is usually the amount of the transaction.
These assets are derecognised when i) contractual rights to receive cash flows have expired, ii) the Group has transferred substantially all risks and rewards of ownership or iii) nevertheless, maintains a part but not substantially all the risks and rewards of ownership, the Group has transferred the control of the assets.
The fair value is based in current bid prices, or in valuation methods and techniques (if the market for the financial asset is not active). A market is considered active if regular transactions occur.
receivables, (iii) available-for-sale financial assets and (iv) financial assets held for trading. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and reassesses that classification at each reporting date.
A financial asset or financial liability at fair value through profit or loss is a financial asset that, at the time of initial recognition, is managed and its performance evaluated on a fair value basis, in accordance with a documented risk or investment management. Information about the group is provided internally to key elements in the Group management on that basis. The fair value is calculated using the method of discounted cash flows, with the changes in fair value recognised in profit or loss in the period in which they occur.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans and receivables are subsequently measured at amortised cost accordingly to the effective interest method. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables are included in the current assets in 'Trade and other receivables' and 'Accrued income' headings and in non-current assets in 'Other non-current assets' heading.
Available-for-sale financial assets are non-derivative financial assets that: (i) the Group intends to maintain for indetermined period of time, (ii) are designated in this category in the moment of initial recognition or (iii) are not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of it within 12 months of the end of the reporting period.
Investments are initially recognised at fair value. When the medium term expectations point to a significant decline in the fair value of the security below its cost, an impairment loss is recognised in the statement of comprehensive income.
Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses from investment securities. Dividends on available-for-sale equity instruments are recognised in the statement of comprehensive income under 'Finance income' heading, when the Group's right to receive payments is established.
The fair values of listed investments are based on current market prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes the fair value by using valuation techniques. These techniques include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer's specific circumstances.
A financial asset held for trading is an asset that is acquired with the purpose of being sold in the short term. Gains and losses arising from changes in the fair value are included in profit or loss in the period in which they occur.
Assets that have an indefinite useful life are not subject to amortisation and depreciation and are tested annually for impairment. Assets that are subject to amortisation and depreciation are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are allocated by segment, given that it is at this level that management monitors its return on investment.
The Group assesses at each reporting date whether there is objective evidence that a financial or a group of financial assets is impaired.
In the case of equity instruments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the instruments are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in the statement of comprehensive income. Impairment losses on equity instruments recognised in profit or loss are not reversed through profit or loss, unless if, in a subsequent period, the amount of the impairment loss decreases by any event occurred after the date in which it was recognised.
In the case of other financial assets that show objective impairment evidence, their present value is determined, and an impairment loss (which is considered the difference between the asset's present value of estimated future cash flows and the carrying amount) is recognised in the statement of comprehensive income. Several indicators are used to identify if there is objective evidence of impairment, such as:
The amount of the impairment allowance is measured as the difference between the asset's present value of estimated future cash flows, discounted at the financial asset's original effective interest rate, and its carrying amount and is recognised in the statement of comprehensive income within 'Other gains/(losses) - net'. The carrying amount of the asset is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against the same allowance account. Subsequent recoveries of amounts previously written off are credited against 'Other gains/(losses) - net' in the statement of comprehensive income.
Inventories include merchandise, raw materials and subsidiary goods and are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method.
The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Trade and other receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less impairment losses.
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
Incremental costs directly attributable to the issue of new shares or stock options of the company and its subsidiaries are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or stock options, or for the acquisition of a business, are included in the cost of acquisition as part of the purchase consideration.
Where the Company or any Group companies acquire treasury shares of parent company, they are recorded at cost and the consideration paid is deducted from the equity attributable to owners of the parent until the shares are cancelled, reissued or sold. When such shares are subsequently sold or reissued, any consideration received is included in equity attributable to owners of the parent.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Interest costs on borrrowings are included in the statement of comprehensive income under 'Finance costs' heading.
The tax expense for the period comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised directly in equity. The current income tax charge is calculated on the basis of profit before income tax, adjusted according to the tax laws enacted at the reporting date.
Deferred income tax is recognised, using the liability method at the reporting date, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from the recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group recognises a liability and an expense for bonuses, based on a formula that takes into consideration the profit attributable to the Company's employees after certain adjustments.
In accordance with Portuguese legislation, employees have, annually, the right to receive two months of salary, for a vacation period and a vacation subsidy, right earned in the previous year to its settlement. The employees also have, annually, the right to a Christmas subsidy, which is earned over the year and paid each December. These obligations are recorded in the respective period in which the right is earned, regardless its payment date.
The Group rewards the services rendered by some employees through an equity-settled stock option plan. The fair value of the services received is recognised as cost in the statement of comprehensive income against an increase in equity, over the vesting period. The amount registered as cost represents the fair value of the stock option attributed, estimated based only on market conditions. Acquisition conditions, different from market conditions, were used to estimate the number of options vested at the end of acquisition period. At each reporting date, the entity revises its estimates of the number of options expected to become exercisable, and recognises the impact of the revision to original estimates in profit or loss, with a corresponding adjustment to equity.
Provisions are recognised at the reporting date when: i) the Group has a present legal or constructive obligation as a result of past events; ii) it is probable that an outflow of resources will be required to settle the obligation and; iii) the amount has been reliably estimated. Provisions for restructuring include all liabilities to be paid, namely employee termination payments. These provisions do not include any estimated future operating losses or estimated profits from the disposal of assets.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Note 24 gives information about the type of provisions.
Trade and other payables balances are obligations to pay goods or services that have been acquired in the ordinary course of the business. They are initially recognised at fair value and subsequently at amortised cost accordingly with the effective interest rate method.
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of Value Added Tax (V.A.T.), rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and when specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Sales of goods are recognised when a Group entity has delivered products to the customer, the customer has accepted the products and collectibility of the related receivables is reasonably assured.
Software products are usually sold without a right of return. However, if there is any chance of return, accumulated experience is used to estimate and provide for such returns at the time of sale.
Revenue from consulting projects, classified as "time and materials" is recognised in the accounting period in which the services are rendered.
Revenue from consulting projects, classified as "fixed contract" ("turn key") is recognised under the percentage-of-completion method based on total costs already incurred as a percentage of total estimated costs to be incurred until the end of the project, prepared by each project manager. According to this method, 'Accrued income' and 'Deferred income and other current liabilities' headings are adjusted in order to reflect the accurate result of each project at the end of each reporting period.
Revenue from outsourcing and maintenance projects is recognised linearly over the period of the contract, where there are no significant and specific activities foreseen.
Dividend income is recognised when the right to receive payment is established.
Government subsidies are recognised at fair value, when there is high likelihood that the subsidy will be received and the Group fulfils all the requirements to receive it.
Non-refundable subsidies to finance development projects are recorded as a liability at the reporting date, in 'Deferred income and other current liabilities' heading and are recognised in profit or loss of each period by the useful life of the financed assets.
Operating subsidies are aimed to recovering the costs, incurred and recorded, with training initiatives and projects of research of new technological and scientific knowledge, and are recognised in the statement of comprehensive income as the related expenses are incurred, regardless of when the subsidy is received.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are expensed on a straight-line basis over the period of the lease.
Lease contracts for tangible assets where the Group has substantially all the risks and benefits of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased asset and the present value of the minimum lease payments. Each lease payment is allocated between liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are recorded under liabilities (current and noncurrent). The interest element of the finance cost is expensed over the lease period so as to produce a constant periodic rate of interest on the remaining balance of liability for each period. Tangible assets acquired under finance leases are depreciated over the shorter of the useful life and the lease term.
Dividend distribution to the company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the company's shareholders.
The consolidated financial statements for the year ended 31 December 2012 are comparable in all material aspects with the year 2011, and no changes in accounting policies have occurred when compared to those used for preparation of the financial statements of the previous year, presented for comparative effects.
The Group's activities expose it to a variety of financial risks, namely, Foreign exchange risk, Cash flow and fair value interest rate risk, Credit Risk, Liquidity risk and Capital management risk.
The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
The Group operates internationally and is exposed to foreign exchange risk, mainly arising from U.S. Dollar exposure, since some subsidiaries perform transactions in this currency.
The finance department is responsible for the tracking of the exchange rate of the currency mentioned above, in order to reduce the impact of the fluctuation in consolidated results. The group uses derivative financial instruments to hedge certain risk exposures (see note 16).
The table below summarises the Group's exposure to foreign currency exchange rate risk at 31 December based on Group's financial assets and liabilities at carrying amounts, categorised by currency:
| At 31 December 2011 | Euro | Dollar | Other | Total |
|---|---|---|---|---|
| Assets | ||||
| Financial assets at fair value through profit or loss | 755 | - | - | 755 |
| Trade and other receivables | 79,799 | 8,009 | 3,693 | 91,501 |
| Accrued income | 16,388 | - | 26 | 16,414 |
| Derivative financial instruments | 245 | - | - | 245 |
| Cash and cash equivalents | 26,585 | 477 | 95 | 27,157 |
| 123,772 | 8,486 | 3,814 | 136,072 | |
| Liabilities | ||||
| Other non-current liabilities | 308 | - | - | 308 |
| Borrowings | 17,307 | - | - | 17,307 |
| Trade and other payables | 54,744 | 4,151 | 2,040 | 60,935 |
| Derivative financial instruments | 461 | - | - | 461 |
| Deferred income and other current liabilities | 21,434 | - | 1,235 | 22,669 |
| 94,254 | 4,151 | 3,275 | 101,680 |
| At 31 December 2012 | Euro | Dollar | Other | Total |
|---|---|---|---|---|
| Assets | ||||
| Financial assets at fair value through profit or loss | 1,731 | - | - | 1,731 |
| Trade and other receivables | 75,057 | 9,130 | 7,015 | 91,202 |
| Accrued income | 9,692 | - | 343 | 10,035 |
| Derivative financial instruments | 216 | - | - | 216 |
| Financial assets held for trading | 9,855 | - | - | 9,855 |
| Cash and cash equivalents | 36,863 | 431 | 3,158 | 40,452 |
| 133,414 | 9,561 | 10,516 | 153,491 | |
| Liabilities | ||||
| Other non-current liabilities | 70 | - | - | 70 |
| Borrowings | 16,533 | - | - | 16,533 |
| Trade and other payables | 53,920 | 3,220 | 2,615 | 59,755 |
| Derivative financial instruments | 34 | - | - | 34 |
| Deferred income and other current liabilities | 26,297 | - | 1,605 | 27,902 |
| 96,854 | 3,220 | 4,220 | 104,294 |
The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders equity of either an instantaneous 10% strengthening or weakening in Euro against all other currencies, from the rates applicable at 31 December 2012, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone.
Under this assumption, with a 10% strengthening or weakening of Euro against all exchange rates, profit before income tax would have increased or decreased, respectively, by EUR 1 264 thousand in 2012 (2011: EUR 487 thousand).
The Group's interest-rate risk arises from finance investments in banks and bonds, and borrowings. Finance investments in banks and bonds are short term. Borrowings issued at variable rates expose the Group to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During 2012, 55% of the Group's borrowings were issued at fixed rates; all of the borrowings were denominated in Euros.
The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders equity of either an instantaneous increase or decrease of 0.5% (50 basis points) in market interest rates, from the rates applicable at 31 December 2012, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone. The sensitivity analysis is based on the following assumptions:
(i) Changes in market interest rates affect the interest income or expense of variable interest financial instruments;
(ii) Changes in market interest rates only affect interest income or expense in relation to financial instruments with fixed interest rates if these are recognised at their fair value;
(iii) Changes in market interest rates affect the fair value of derivative financial instruments and other financial assets and liabilities;
(iv) Changes in the fair values of derivative financial instruments and other financial assets and liabilities are estimated by discounting the future cash flows of net present values using appropriate market rates prevailing at the year end.
Under these assumptions, an increase or decrease of 0.5% in market interest rates, would impact respectively in an increase or decrease of profit before income tax of approximately EUR 159 thousand, in 2012 and in an increase or decrease, respectively, of approximately EUR 104 thousand, in 2011.
Credit risk is managed, simultaneously, on business units level, for the amounts of outstanding trade and other receivables, and on Group basis, for financial instruments. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently well rated parties are accepted. Credit risk management of trade and other receivables is based in credit limits, taking into account the financial position of the customer and past experience.
At 31 December 2012, the 60 customers with greater balances of the Group represented approximately 80% of the total balance (2011: 83%).
The distribution by geographical market of those customers is shown in the table below:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Portugal | 77% | 80% |
| Germany | 1% | 1% |
| Spain | 3% | 4% |
| Rest of Europe | 2% | - |
| Asia | 3% | 2% |
| Middle East | 2% | 1% |
| Africa | 12% | 12% |
| 100% | 100% |
The distribution by business sector of those customers is shown in the table below:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Telecommunications | 46% | 50% |
| Consumer electronics | 7% | 6% |
| Financial Services | 20% | 17% |
| Transport | 3% | 7% |
| Public Administration | 5% | 5% |
| Information Technology | 15% | 6% |
| Energy | 2% | 5% |
| Aeronautics | 1% | 1% |
| Other | 1% | 3% |
| 100% | 100% |
The table below shows the ratings atributted by Moody's Investors Services to the financial institutions with whom the Group as higher balances at 31 December 2012 (excluding financial institutions where net balance is negative):
| 31.12.12 | 31.12.11 | ||
|---|---|---|---|
| Aa3 | - | 1,220 | |
| Baa2 | - | 4,989 | |
| Ba2 | - | 10,385 | |
| Ba3 | 43,626 | 10,194 | |
| (*) | Entity without rating | 5,026 | - |
| 48,652 | 26,788 |
(*) In late September 2012, this entity had a rating of "BBB-" attributed by Fitch. Thereafter, this agency ceased to attribute rating by decision of the bank.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.
Management monitors rolling forecasts of the Group's liquidity reserve (which comprises undrawn committed borrowing facilities and cash and cash equivalents) on the basis of expected cash flows, taking into account the analysis of the remaining contractual maturity of the financial liabilities and the expected date of financial assets inflows. Additionally, a regular monitoring is made to the maturity concentration of borrowings and liabilities of the Group.
The plafonds of borrowings and factoring contracted by the Group are shown in the table below:
| Factoring | ||||
|---|---|---|---|---|
| Euro | Dollar | Kwanza | Euro | |
| Banco Espírito Santo (BES) | 7,000 | 2,500 | - | - |
| Banco BPI (BPI) | 3,250 | - | - | - |
| Banco Santander Totta (Santander) | 6,000 | - | - | - |
| Barclays Bank (Barclays) | 8,000 | 1,500 | - | - |
| Banco Espírito Santo Espanha (BESSA) | 750 | - | - | - |
| Banco de Fomento de Angola (BFA) | - | - | 200,000 | - |
| De Lage Landen (DLL) | 975 | - | - | - |
| Banco Popular (Popular) | 4,000 | - | - | - |
| Banco BNP Paribas (BNP Paribas) | - | - | - | 5,000 |
| 29,975 | 4,000 | 200,000 | 5,000 |
The Group's objectives when managing capital, which is a broader concept than 'equity' in the consolidated statement of financial position, are:
(i) To safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders;
(ii) To maintain a solid capital structure to support the development of its business;
(iii) To maintain an optimal capital structure to reduce the cost of capital.
Management monitors the Return on Capital (ROC) ratio, that the Group defines as the 'Operating Profit' divided by 'Total Equity', to measure the Group ability to generate cash flows related to the capital invested in its business.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Operating Profit | 12,303 | 4,622 |
| Total Equity | 110,890 | 102,439 |
| Return on Capital | 11.1 % | 4.5 % |
The Group has the objective to maintain ROC above the cost of capital (measured by WACC - weighted average cost of capital), which allows the Group to add value. The Group's WACC in 2012 is around 10.7% (2011: 9.4%). In 2012, the objective was slightly achieved because of the financial and economic crisis.
The preparation of financial statements requires the use of certain critical accounting estimates by the Management, that affect assets, liabilities, and the disclosure of assets and contingent liabilities at the reporting date in the the financial statements, as well as income and expenses during the reporting period, consequently future results can differ from the estimated ones. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and judgments considered more relevant in the preparation of these financial statements are presented below.
The Group tests annually, on the second half of the year, whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.6. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates, to forecast the cash flows of each cash-generating units, and the choice of a discount rate and a perpetual grow rate (see note 8).
The fair value of financial instruments not quoted on an active market is determined based on valuation methods and financial theories. The use of valuation methodologies requires using assumptions, with some assumptions requiring the use of estimates. Therefore, changes in those assumptions could result in a change in the fair value reported.
The Group is subject to income taxes in numerous jurisdictions Significant judgment is required in determining the worldwide provision for jurisdictions. income taxes and the use of deferred tax assets and liabilities. Deferred tax assets and liabilities were determined based on tax legislation currently in effect for the Group's companies, or on legislation already published for future application. Changes in the tax legislation may influence the value of deferred taxes.
The Group recognises deferred tax assets related to tax incentives obtained under SIFIDE based on estimates. The final amount of these tax incentives is only known in future years based on the approval by the competent body of the Group's applications to these incentives. The amount of tax credits not yet approved reach EUR 3,626 thousand (2011: EUR 4,683 thousand).
Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
Revenue recognition in respect of "turn key" projects, is made by Management recurring to analysis and estimates of the current and future developments of consulting projects in place. These projections could have a different development in the future, from the present estimates performed by Management. Eventual changes in the estimates would be reflected under 'Accrued income' and 'Deferred income and other current liabilities' headings in the statement of financial position and under 'Services rendered' in the statement of comprehensive income.
The Group recognises a provision for warranties when the underlying products or services are sold. These provisions are established using historical information of nature, frequency and average costs of warranty claims. Any changes to estimates will impact the financial statements of the following year, under 'Provisions' in liabilities and 'Other gains/(losses) - net' in profit or loss.
Management maintains a valuation allowance for impairment of trade and other receivables, in order to reflect the estimated losses that result from clients' inability to make the required payments. When assuming the adequacy of an allowance for doubtful accounts, Management bases its estimates on the ageing of accounts receivable balances and historical write off experience, customer credit worthiness and changes in customer payment terms. If the customer's financial conditions deteriorate, actual write off's might be higher than expected.
The Group is exposed to inventory impairment as the result of changes in economical environment, due to operating in a very dynamic market. To manage this risk, the Group monitors market developments, as a way to identify the possible impact of those changes in its business.
The Group recognises on a monthly basis an estimate for bonus and other variable remunerations, which considers the theoretical amounts agreed with employees, the monitoring of the expected objective's achievement rates and the general situation of the Company's business. The variable remuneration of the elements of the Board of Directors is set by the Remuneration Committee based on the evaluation of the previous year performance. Therefore, the cost estimate for the current exercise booked under 'Trade and other payables' heading, is prepared based on the Management's best estimate to the performance of the current year, where the actual final outcome is only known in the following exercise, after the Remuneration Committee's deliberation. More information about the Shareholders' remuneration can be found in the point regarding Remuneration, included in the Corporate Governance Report, which is an integral part of the Consolidated Annual Report.
In the second half of 2012, Novabase reorganized its Digital TV (DTV) operations. Solutions geared toward TV operators were included in the IMS business. The System-in-Package (SIP) solutions were transferred to the VC business.
The table below shows the amounts of each of the offerings that have been disclosed in DTV segment in 2011, and were transferred to IMS and VC segments in 2012.
| Units of | ||||||
|---|---|---|---|---|---|---|
| IMS (*) | former DTV | IMS | VC (*) | former DTV | VC | |
| At 31 December 2011 | ||||||
| Total segment Sales and services rendered | 99,793 | 46,420 | 146,213 | 2,443 | 9,894 | 12,337 |
| Inter-segment Sales and services rendered | 13,758 | 2,099 | 15,857 | 1,246 | 1,462 | 2,708 |
| Sales and services rendered | 86,035 | 44,321 | 130,356 | 1,197 | 8,432 | 9,629 |
| Depreciation and amortisation | (1,400) | (562) | (1,962) | (188) | (243) | (431) |
| Operating profit/(loss) | 2,132 | 2,412 | 4,544 | (1,466) | (3,477) | (4,943) |
| Finance costs – net | (663) | (84) | (747) | (9) | (27) | (36) |
| Share of loss of associates | - | - | - | (572) | - | (572) |
| Income tax expense | (1,832) | 1,711 | (121) | (501) | - | (501) |
| Profit/(Loss) from operations | (363) | 4,039 | 3,676 | (2,548) | (3,504) | (6,052) |
| Other information: | ||||||
| (Provisions) / Provisions reversal | 507 | 30 | 537 | - | (1,239) | (1,239) |
(*) Amounts disclosed in the 2011 Annual Report and Accounts.
This reorganization of Digital TV operations also impacted the allocation of goodwill to the Group's Cash-Generating Units (see note 8).
The companies considered in each operating segment are presented in note 6. For the purpose of prepararing this information, Novabase S.G.P.S. and Novabase Serviços are considered as part of the Business Solutions segment.
| Business | Venture | Continuing | Discontinued | |||
|---|---|---|---|---|---|---|
| Solutions | IMS | Capital | Operations | Operations | NOVABASE | |
| At 31 December 2011 | ||||||
| Total segment Sales and services rendered | 157,530 | 146,213 | 12,337 | 316,080 | - | 316,080 |
| Inter-segment Sales and services rendered | 67,882 | 15,857 | 2,708 | 86,447 | - | 86,447 |
| Sales and services rendered | 89,648 | 130,356 | 9,629 | 229,633 | - | 229,633 |
| Depreciation and amortisation | (3,732) | (1,962) | (431) | (6,125) | - | (6,125) |
| Operating profit/(loss) | 5,021 | 4,544 | (4,943) | 4,622 | - | 4,622 |
| Finance costs – net | (73) | (747) | (36) | (856) | - | (856) |
| Share of loss of associates (note 34) | (73) | - | (572) | (645) | - | (645) |
| Income tax expense | (262) | (121) | (501) | (884) | - | (884) |
| Profit/(Loss) from operations | 4,613 | 3,676 | (6,052) | 2,237 | 703 | 2,940 |
| Other information: | ||||||
| (Provisions) / Provisions reversal | 418 | 537 | (1,239) | (284) | - | (284) |
| Business | Venture | |||
|---|---|---|---|---|
| Solutions | IMS | Capital | NOVABASE | |
| At 31 December 2012 | ||||
| Total segment Sales and services rendered | 164,850 | 120,059 | 15,046 | 299,955 |
| Inter-segment Sales and services rendered | 66,891 | 18,280 | 2,709 | 87,880 |
| Sales and services rendered | 97,959 | 101,779 | 12,337 | 212,075 |
| Depreciation and amortisation | (3,699) | (1,486) | (572) | (5,757) |
| Operating profit/(loss) | 8,986 | 4,816 | (1,499) | 12,303 |
| Finance costs – net | 152 | (300) | 158 | 10 |
| Share of loss of associates (note 34) | (135) | - | (41) | (176) |
| Income tax expense | (989) | (1,408) | 21 | (2,376) |
| Profit/(Loss) from operations | 8,014 | 3,108 | (1,361) | 9,761 |
| Other information: | ||||
| (Provisions) / Provisions reversal | (62) | (3,171) | (72) | (3,305) |
In the end of the 1st half of 2012, the Group acquired 100% of the share capital of Binómio, a company specialising in financial assets management solutions, for an amount indexed to its future performance. This investment is part of Novabase's growth strategy for the Financial Services sector. Binómio holds a paramount position in Portugal with insurance and pension management companies. It also has customers in the PALOPs (African Portuguese Speaking Countries), namely in Angola. This company was included in consolidation by full method, and affecting Business Solutions segment.
The total consideration of EUR 206 thousand corresponds to a contingent consideration, with an initial advanced payment of EUR 136 thousand, paid in cash, and an amount of EUR 70 thousand to be paid until 2017, depending on future goals to be achieved by the subsidiary in terms of Free Cash Flow.
The Goodwill arising from this acquisition, of EUR 249 thousand, is attributable mainly to access to the highly skilled workforce of Binómio in that market.
The consideration paid for Binómio, and the amounts of assets acquired and liabilities assumed recognised at the acquisition date, are detailed as follows:
| Jun-12 | |
|---|---|
| Consideration | |
| Advanced payment in cash Advanced payment in cash |
136 |
| Remaining contingent consideration | 70 |
| Total consideration | 206 |
The contingent consideration was calculated based on free cash-flows achievement scenarios until 2016.
| Fair value | |
|---|---|
| Recognised amounts of identifiable assets acquired and liabilities assumed | |
| Property, plant and equipment and intangible assets | 30 |
| Deferred income tax assets | 15 |
| Trade and other receivables | 84 |
| Accrued income | 7 |
| Cash and cash equivalents | 6 |
| Trade and other payables | (153) |
| Deferred income | (32) |
| Total identifiable net assets | (43) |
| Goodwill (see note 8) | 249 |
| 206 |
The companies consolidated by full method, as at 31 December 2012, were the following:
| Holding company | Share capital | % Interest held | ||||
|---|---|---|---|---|---|---|
| and Subsidiaries | Head Office | 31.12.12 | 31.12.12 | 31.12.11 | ||
| Parent company: | ||||||
| Novabase S.G.P.S., S.A. | Lisbon - Portugal | € 15,700,697 | - | - | ||
| Business Solutions: | ||||||
| Novabase Business Solutions, S.A. | Lisbon - Portugal | € 3,466,000 | 100.0% | 100.0% | ||
| NBO Recursos em TI, S.A. | Lisbon - Portugal | € 50,000 | 100.0% | 100.0% | ||
| Novabase Consulting SGPS, S.A. | Lisbon - Portugal | € 11,629,475 | 100.0% | 100.0% | ||
| Novabase E.A., S.A. | Lisbon - Portugal | € 150,000 | 100.0% | 100.0% | ||
| CelFocus, S.A. | Lisbon - Portugal | € 100,000 | 55.0% | 55.0% | ||
| Nbase International Investments B.V. | Amsterd. - Netherl. | € 1,220,800 | 100.0% | 100.0% | ||
| Novabase Solutions Middle East FZ-LLC | Dubai - UAE | € 699,670 | 100.0% | 100.0% | ||
| Octal - Engenharia de Sistemas, S.A. | Lisbon - Portugal | € 3,000,000 | 100.0% | 100.0% | ||
| (i) | Gedotecome Informática, Lda | Lisbon - Portugal | - | 100.0% | ||
| Evolvespace Solutions, Lda. | Lisbon - Portugal | € 5,000 | 100.0% | 100.0% | ||
| (ii) | Binómio, Lda. | Amadora - Portugal | € 2,626 | 100.0% | - | |
| (iii) | NBMSIT, Sist. de Inf. e Tecnol., S.A. | Maputo - Mozambique | 8,235,000 MZN | 74.0% | - | |
| IMS: | ||||||
| Novabase Infraestruturas, SGPS, S.A. | Lisbon - Portugal | € 50,000 | 100.0% | 100.0% | ||
| Novabase IMS Infr. & Manag. Services, S.A. | Lisbon - Portugal | € 70,500 | 100.0% | 100.0% | ||
| Novabase Consulting Espanha, S.A. | Madrid - Spain | € 1,000,000 | 100.0% | 100.0% | ||
| Novabase Infr. Integracion S. Inf., S.A. | Madrid - Spain | € 120,202 | 100.0% | 100.0% | ||
| (iv) | NBASIT-Sist. de Inf. e Telecomunic., S.A. | Luanda - Angola | 47,500,000 AOA | 49.4% | 49.4% | |
| (v) | Novabase Interactive TV SGPS, S.A. | Lisbon - Portugal | € 278,125 | 100.0% | 100.0% | |
| (v) | Novabase Digital TV E.S. Tel. Inter., S.A. | Lisbon - Portugal | € 250,000 | 100.0% | 100.0% | |
| (v) | TVLab, S.A. | Lisbon - Portugal | € 525,000 | 100.0% | 100.0% | |
| Venture Capital: | ||||||
| Novabase Capital SGCR, S.A. | Lisbon - Portugal | € 2,500,000 | 100.0% | 100.0% | ||
| COLLAB – Sol. I. Com. e Colab., S.A. | Lisbon - Portugal | € 61,333 | 76.9% | 76.9% | ||
| FCR NB Capital Inovação e Internacionalização | - | € 11,360,000 | 51.6% | 51.6% | ||
| (v) | Novabase Digital TV Technologies GmbH | Munich - Germany | € 25,000 | 100.0% | 100.0% | |
| (v) | Novabase Digital TV, EURL | Caen - France | € 10,000 | 100.0% | 100.0% | |
| Novabase Shared Services: | ||||||
| Novabase Serviços, S.A. | Lisbon - Portugal | € 250,000 | 100.0% | 100.0% |
(i) Company dissolved in 2012.
(ii) Company acquired in 2012.
(iii) Company incorporated in 2012.
(iv) The Group has the power to govern the financial and operating policies of this company, therefore this financial holding was included in the consolidation by full method.
(v) In 2011, this company was considered within Digital TV segment (note 5).
The companies consolidated using the equity method, as at 31 December 2012, were the following:
| Associates | Share capital | % Interest held | Results | ||||
|---|---|---|---|---|---|---|---|
| (see note 9) | Head Office | 31.12.12 | 31.12.12 | 31.12.11 | 31.12.12 | 31.12.12 | |
| Fundo Capital Risco NB Capital | Lisbon - Portugal | € 7,142,857 | 30.0% | 30.0% | 2,833 | (134) | |
| (a) | Novabase Atlântico, SI, S.A. | P. Delg. - Portugal | € 216,875 | 60.0% | 60.0% | (108) | (183) |
| TechnoTrend GmbH | Erfurt - Germany | € 5,263,320 | 50.0% | 50.0% Unavailable info. Unavailable info. |
(a) Novabase considers that does not have the power to control the financial and operating policies of the company (see note 9).
| 31.12.12 | 31.12.11 | |||||
|---|---|---|---|---|---|---|
| Accumulated | Net book | Accumulated | Net book | |||
| Cost | depreciation | value | Cost | depreciation | value | |
| Buildings and other constructions | 4,212 | 1,791 | 2,421 | 4,212 | 1,388 | 2,824 |
| Basic equipment | 7,976 | 5,468 | 2,508 | 7,919 | 4,569 | 3,350 |
| Transport equipment | 4,446 | 2,980 | 1,466 | 4,863 | 2,865 | 1,998 |
| Tools and utensils | 60 | 49 | 11 | 49 | 23 | 26 |
| Furniture, fittings and equipment | 1,619 | 929 | 690 | 1,577 | 778 | 799 |
| Other tangible assets | 11 | 6 | 5 | 8 | 5 | 3 |
| 18,324 | 11,223 | 7,101 | 18,628 | 9,628 | 9,000 |
During 2011, movements in property, plant and equipment were as follows:
| Balance at 01.01.11 |
Acquisitions / increases |
Write off's | Transfers | Change in consolidation universe |
Exchange differences |
Balance at 31.12.11 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Buildings and other constructions | 4,079 | 133 | - | - | - | - | 4,212 |
| Basic equipment | 6,692 | 1,280 | (65) | - | 9 | 3 | 7,919 |
| Transport equipment | 4,647 | 1,350 | (1,139) | - | - | 5 | 4,863 |
| Tools and utensils | 49 | - | - | - | - | - | 49 |
| Furniture, fittings and equipment | 1,432 | 129 | (1) | - | 17 | - | 1,577 |
| Other tangible assets | 8 | - | - | - | - | - | 8 |
| 16,907 | 2,892 | (1,205) | - | 26 | 8 | 18,628 | |
| Accumulated depreciation: | |||||||
| Buildings and other constructions | 986 | 402 | - | - | - | - | 1,388 |
| Basic equipment | 2,942 | 1,659 | (36) | - | 3 | 1 | 4,569 |
| Transport equipment | 2,547 | 1,287 | (973) | - | - | 4 | 2,865 |
| Tools and utensils | 7 | 16 | - | - | - | - | 23 |
| Furniture, fittings and equipment | 585 | 178 | (1) | - | 16 | - | 778 |
| Other tangible assets | 4 | 1 | - | - | - | - | 5 |
| 7 071 , | 3 543 , | (1 010) (1,010) | - | 19 | 5 | 9 628 , |
During 2012, movements in property, plant and equipment were as follows:
| Balance at 01.01.12 |
Acquisitions / increases |
Write off's | Transfers | Change in consolidation universe |
Exchange differences |
Balance at 31.12.12 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Buildings and other constructions | 4,212 | - | - | - | - | - | 4,212 |
| Basic equipment | 7,919 | 876 | (811) | (7) | 5 | (6) | 7,976 |
| Transport equipment | 4,863 | 717 | (1,182) | - | 67 | (19) | 4,446 |
| Tools and utensils | 49 | - | - | 11 | - | - | 60 |
| Furniture, fittings and equipment | 1,577 | 47 | - | (4) | - | (1) | 1,619 |
| Other tangible assets | 8 | 3 | - | - | - | - | 11 |
| 18,628 | 1,643 | (1,993) | - | 72 | (26) | 18,324 | |
| Accumulated depreciation: | |||||||
| Buildings and other constructions | 1,388 | 403 | - | - | - | - | 1,791 |
| Basic equipment | 4,569 | 1,491 | (592) | (2) | 4 | (2) | 5,468 |
| Transport equipment | 2,865 | 1,145 | (1,064) | - | 42 | (8) | 2,980 |
| Tools and utensils | 23 | 19 | - | 7 | - | - | 49 |
| Furniture, fittings and equipment | 778 | 157 | - | (5) | - | (1) | 929 |
| Other tangible assets | 5 | 1 | - | - | - | - | 6 |
| 9,628 | 3,216 | (1,656) | - | 46 | (11) | 11,223 |
Buildings and other constructions includes construction works in the amount of EUR 2,189 thousand made in the headquarter of the Group and in the facilities of the logistics unit. These construction works are being depreciated over the estimated period of lease of such facilities.
Depreciation is included in 'Depreciation and amortisation' heading in the statement of comprehensive income (note 31).
'Basic equipment' and 'Transport equipment' headings includes the following finance lease contracts:
| Basic equipment | Transport equipment | ||||
|---|---|---|---|---|---|
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | ||
| Acquisition cost Accumulated depreciation |
457 (155) |
342 (49) |
4,079 (2,828) |
4,651 (2,799) |
|
| Net book value | 302 | 293 | 1,251 | 1,852 | |
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | ||
| Depreciation charge | 105 | 49 | 1,052 | 1,226 |
| 31.12.12 | 31.12.11 | |||||
|---|---|---|---|---|---|---|
| Accumulated | Net book | Accumulated | Net book | |||
| Cost | amortisation | value | Cost | amortisation | value | |
| Internally generated intangible assets | 4,211 | 1,095 | 3,116 | 1,911 | 434 | 1,477 |
| Industrial property and other rights | 12,682 | 10,780 | 1,902 | 14,010 | 10,342 | 3,668 |
| Work in progress | 2,926 | - | 2,926 | 2,515 | - | 2,515 |
| Goodwill | 23,716 | - | 23,716 | 23,467 | - | 23,467 |
| 43,535 | 11,875 | 31,660 | 41,903 | 10,776 | 31,127 |
During 2011, movements in intangible assets were as follows:
| Change in | |||||
|---|---|---|---|---|---|
| Balance at | consolidation | Balance at | |||
| 01.01.11 | / increases | / Write off's | Transfers | universe | 31.12.11 |
| 1,911 | |||||
| 13,334 | 673 | - | - | 3 | 14,010 |
| 1,623 | 1,267 | (30) | (345) | - | 2,515 |
| 23,375 | 92 | - | - | - | 23,467 |
| 39,420 | 2,510 | (30) | - | 3 | 41,903 |
| 434 | |||||
| 8,171 | 2,168 | - | - | 3 | 10,342 |
| 8,191 | 2,582 | - | - | 3 | 10,776 |
| 1,088 20 |
478 414 |
AcquisitionsImpairment ch. - - |
345 - |
- - |
During 2012, movements in intangible assets were as follows:
| Change in | ||||||
|---|---|---|---|---|---|---|
| Balance at | AcquisitionsImpairment ch. | consolidation | Balance at | |||
| 01.01.12 | / increases | / Write off's | Transfers | universe | 31.12.12 | |
| Cost: | ||||||
| Internally generated intangible assets | 1,911 | 41 | - | 2,259 | - | 4,211 |
| Industrial property and other rights | 14,010 | 110 | (1,448) | - | 10 | 12,682 |
| Work in progress | 2,515 | 2,670 | - | (2,259) | - | 2,926 |
| Goodwill | 23,467 | 249 | - | - | - | 23,716 |
| 41,903 | 3,070 | (1,448) | - | 10 | 43,535 | |
| Accumulated amortisation: | ||||||
| Internally generated intangible assets | 434 | 661 | - | - | - | 1,095 |
| Industrial property and other rights | 10,342 | 1,880 | (1,448) | - | 6 | 10,780 |
| 10,776 | 2,541 | (1,448) | - | 6 | 11,875 |
Acquisitions of intangible assets includes capitalised employee costs in the amount of EUR 2,490 thousand.
Amortisation is included in 'Depreciation and amortisation' heading in the statement of comprehensive income (note 31).
| Amortisation | Accumulated | Net book | |||||
|---|---|---|---|---|---|---|---|
| Business | period | Company | Cost | amortisation | value | ||
| (i) | ATX Projects | 10 years | Novabase Business Solutions | 8,295 | 7,736 | 559 | |
| (ii) | SAP Logística | 6 years | Novabase Serviços | 465 | 388 | 77 | |
| (iii) | Commercial patents | 3 years | NB Digital TV GmbH | 1,000 | 1,000 | - | |
| (iv) | Software SCADA | 5 years | Novabase Business Solutions | 750 | 375 | 375 | |
| (v) | SAP HCM | 6 years | Novabase Serviços | 292 | 123 | 169 | |
| (vi) | Other | 1,880 | 1,158 | 722 | |||
| 12,682 | 10,780 | 1,902 |
(i) Amount paid to Espírito Santo Group, for the acquisition of a service contract, over a period between 6 to 10 years.
(ii) Management information system (mySAP) for the Group internal use.
(iii) Patents of 'Docking Station' and 'Modular digital TV decoder'.
(iv) Management and control platform for wind power production.
(v) Management information system (mySAP), new HR solution - Human Capital Management, for the Group internal use.
(vi) This balance refers mainly to computer software licences.
'Internally generated intangible assets' include the cost of projects for software development, as well as the cost of projects for products development in specific areas.
The amount with research and development recognised as a cost, related to the main research projects, reached EUR 7.4 Million (2011: EUR 7.8 Million).
Impairment tests were performed on 'Work in progress' and it was concluded there is no impairment.
Movements in goodwill were as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 25,086 | 24,994 |
| Goodwill arising from the acquisition of new subsidiaries (see note 6) | 249 | 92 |
| Balance at 31 December | 25,335 | 25,086 |
| Movements in goodwill impairment were as follows: | ||
| 31 12 12 31.12.12 |
31 12 11 31.12.11 |
|
| Balance at 1 January | (1,619) | (1,619) |
| Balance at 31 December | (1,619) | (1,619) |
Goodwill is allocated to the Group's Cash-Generating Units (CGUs) identified according to operating segments.
| 31.12.12 | 31.12.11 | ||
|---|---|---|---|
| Business Solutions | 14,862 | 14,609 | |
| IMS | 8,854 | 323 | |
| (*) | Digital TV | - | 8,535 |
| 23,716 | 23,467 |
(*) In 2012, as a result of Digital TV reorganization, its goodwill was mainly allocated to the IMS Cash-Generating Unit.
The impairment test for goodwill was performed based on the discounted cash flow method, using a 5 year business plan forecasted by Management, with the following key assumptions:
| Business | ||
|---|---|---|
| Solutions | IMS | |
| Discounted rate (pre tax) | 14.6% | 14.6% |
| Perpetual growth rate | 2.0% | 2.0% |
| Annual growth rate of turnover | 5.0% | 2.0% |
The application of the previously described method generates a recoverable amount (determined by value in use) of assets that exceeds its carrying amount, concluding therefore that there is no need for an impairment charge to the goodwill allocated to the Cash-Generating Units.
A reasonably possible change in the key assumptions on which Management has based its determination of the recoverable amount wouldn't cause the carrying amount to exceed its recoverable amount.
| % Interest held | |||||||
|---|---|---|---|---|---|---|---|
| % Holding | % held directly | Amount | |||||
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | ||
| Fundo Capital Risco NB Capital (notes 6 and 34) | 30.0% | 30.0% | 30.0% | 30.0% | 838 | 879 | |
| (i) | Novabase Atlântico, SI, S.A. (notes 6 and 34) | 60.0% | 60.0% | 60.0% | 60.0% | - | 135 |
| (ii) | Ent. Comerc. Prod. Mobilidade Eléctrica | 33.3% | 33.3% | 33.3% | 33.3% | 17 | 17 |
| (iii) | TechnoTrend GmbH (note 6) | 50.0% | 50.0% | 50.0% | 50.0% | - | - |
| 855 | 1,031 |
(i) Due to the sale and purchase promise-agreement concluded with Electricidade dos Açores (EDA), and the conditions in shareholders agreement between EDA and Novabase, this company has an option to buy the shareholding held by Novabase in the end of the period of the outsourcing rendered services contract between Novabase and EDA, by the value of the equity of Novabase Atlântico. Thus, Novabase considers that does not have the power to control the financial and operating policies of this company therefore this financial holding was included in the consolidation by equity method.
(ii) The company ECPME has not yet been incorporated.
(iii) This company is inactive waiting for dissolution, and additional contingencies for the Group are not expected, therefore its fair value is null.
The companies Feedzai and Powergrid were reclassified from 'Investments in associates', where they were shown in 2011, to 'Financial assets at fair value through profit or loss' (see note 10).
| % Interest held | ||||||||
|---|---|---|---|---|---|---|---|---|
| % Holding | % held directly | Amount | ||||||
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | |||
| (i) | FCR IStart I | 6.0% | 6.0% | 6.0% | 6.0% | 90 | 90 | |
| (ii) | Feedzai, Lda | 5.7% | 3.9% | 11.1% | 7.6% | 403 | 190 | |
| (iii) | Powergrid, Lda | 45.8% | 45.8% | 88.9% | 88.9% | 950 | 400 | |
| (iv) | DTV Research, Lda | 49.0% | - | 95.0% | - | 190 | - | |
| (v) | Bright Innovation, Lda | 46.4% | - | 90.0% | - | 23 | - | |
| Other | 75 | 75 | ||||||
| 1,731 | 755 | |||||||
(i) Venture Capital Fund established in 2011, focused on creating proofs-of-concept and prototypes and developing intellectual property and business models. This Fund is managed by Espírito Santo Ventures.
(ii) Company dedicated to developing solutions for processing large volumes of data in real time, acquired by FCR NB Capital Inovação e Internacionalização. This Fund has a significant influence on Feedzai.
(iii) Company acquired by FCR NB Capital Inovação e Internacionalização, focused on developing an application platform for SmartGrids.
(iv) Company specializing in product development and IT research and development services, held by FCR NB Capital Inovação e Internacionalização.
(v) Company specializing in incubator projects in the area of Information and Communication Technologies (ICT) and integrated services, supported by a multi-channel IT platform, held by FCR NB Capital Inovação e Internacionalização.
Novabase does not have the power to control the financial and operating policies of the companies held by FCR NB Capital Inovação e Internacionalização, therefore they were not considered associates.
The valuation of these companies was performed based on the discounted cash flow method, using a 5 year business plan forecasted by Management, with the following key assumptions:
| Feedzai | Powergrid | |
|---|---|---|
| Discounted rate | 12.9% | 12.9% |
| Perpetual growth rate | 2.5% | 2.5% |
| Annual growth rate of turnover | 39.0% | 19.0% |
| Movements in this heading were as follows: | ||
| 31.12.12 | 31.12.11 | |
| Balance at 1 January | 755 | 21 |
| Acquisitions | 653 | 734 |
| Profit or loss charge (see notes 32 and 33) | 323 | - |
| Balance at 31 December | 1,731 | 755 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts were determined after its offsetting:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Deferred tax assets | ||
| To be recovered within 12 months | 1,833 | 1,848 |
| To be recovered after more than 12 months | 10,416 | 10,539 |
| 12,249 | 12,387 | |
| Deferred tax liabilities | ||
| To be recovered within 12 months | - | - |
| To be recovered after more than 12 months | 100 | 100 |
| 100 | 100 |
Th t i th d f d i t t f ll The movement in the deferred income tax assets was as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 12,387 | 10,396 |
| Change in consolidation universe | 15 | 19 |
| Reclassifications | - | (30) |
| Exchange differences | (7) | 2 |
| Discontinued operations | - | 592 |
| Profit or loss charge (see note 35) | (146) | 1,408 |
| Balance at 31 December | 12,249 | 12,387 |
The movement in the deferred income tax liabilities was as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 100 | 909 |
| Profit or loss charge (see note 35) | - | (809) |
| Balance at 31 December | 100 | 100 |
The movement in deferred tax assets during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
| Tax | Tax Provisions / |
|||
|---|---|---|---|---|
| Losses | Incentives | Adjustments | Total | |
| Balance at 1 January 2011 | 2,372 | 6,350 | 1,674 | 10,396 |
| Profit or loss charge | (51) | 1,340 | 119 | 1,408 |
| Reclassifications | (30) | - | - | (30) |
| Change in consolidation universe | 19 | - | - | 19 |
| Exchange differences | 2 | - | - | 2 |
| Discontinued operations | 592 | - | - | 592 |
| Balance at 31 December 2011 | 2,904 | 7,690 | 1,793 | 12,387 |
| Profit or loss charge | (1,612) | 801 | 665 | (146) |
| Change in consolidation universe | 15 | - | - | 15 |
| Exchange differences | (7) | - | - | (7) |
| Balance at 31 December 2012 | 1,300 | 8,491 | 2,458 | 12,249 |
Deferred tax assets related to tax incentives result from projects of research and development submitted under the incentive program SIFIDE.
The expiry date of the deferred tax assets can be analysed as follows:
| Tax | Tax | Provisions / | ||
|---|---|---|---|---|
| Losses | Incentives | Adjustments | Total | |
| No later than 1 year | 48 | - | - | 48 |
| Between 1 and 2 years | 85 | 35 | - | 120 |
| Between 2 and 3 years | 390 | 1,947 | - | 2,337 |
| Between 3 and 4 years | - | 2,883 | - | 2,883 |
| Between 4 and 5 years | 86 | 2,109 | - | 2,195 |
| Between 5 and 6 years | 170 | 1,517 | - | 1,687 |
| Over 6 years | 521 | - | - | 521 |
| With no defined date | - | - | 2,458 | 2,458 |
| 1,300 | 8,491 | 2,458 | 12,249 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Merchandise | 4,868 | 7,243 |
| Finished products | 37 | 41 |
| Raw materials, subsidiary goods and consumables | 168 | 199 |
| 5,073 | 7,483 | |
| Inventory impairment | (599) | (574) |
| 4,474 | 6,909 | |
| Movements in inventory impairment are analysed as follows: | ||
| 31.12.12 | 31.12.11 | |
| Balance at 1 January | 574 | 975 |
| Impaiment (see note 30) | 208 | 166 |
| Impaiment reversal (see note 30) | (135) | (448) |
| Write off's | (48) | (119) |
| 599 | 574 |
The cost of inventories recognised as expense and included in 'Cost of sales' and 'External supplies and services' headings amounted to EUR 73,062 thousand (2011: EUR 98,929 thousand).
| Assets/liabilit. | Other | Non-financial | |||
|---|---|---|---|---|---|
| At 31 December 2011 | Loans and receivables |
at fair value through P&L |
financial liabilities |
assets/ liabilities |
Total |
| Assets | |||||
| Financial assets at fair value through profit or loss | - | 755 | - | - | 755 |
| Trade and other receivables | 91,501 | - | - | 1,329 | 92,830 |
| Accrued income | 16,414 | - | - | - | 16,414 |
| Derivative financial instruments | - | 245 | - | - | 245 |
| Other current assets | - | - | - | 5,236 | 5,236 |
| Cash and cash equivalents | 27,157 | - | - | - | 27,157 |
| 135,072 | 1,000 | - | 6,565 | 142,637 | |
| Liabilities | |||||
| Other non-current liabilities | - | - | 308 | - | 308 |
| Borrowings | - | - | 17,307 | - | 17,307 |
| Trade and other payables | - | - | 60,935 | - | 60,935 |
| Derivative financial instruments | - | 461 | - | - | 461 |
| Deferred income and other current liabilities | - | - | 22,669 | - | 22,669 |
| - | 461 | 101,219 | - | 101,680 |
| At 31 December 2012 | Loans and receivables |
Assets/liabilit. at fair value through P&L |
Other financial liabilities |
Non-financial assets/ liabilities |
Total |
|---|---|---|---|---|---|
| Assets | |||||
| Financial assets at fair value through profit or loss | - | 1,731 | - | - | 1,731 |
| Trade and other receivables | 91,202 | - | - | 1,287 | 92,489 |
| Accrued income | 10,035 | - | - | - | 10,035 |
| Derivative financial instruments | - | 216 | - | - | 216 |
| Other current assets | - | - | - | 5,782 | 5,782 |
| Financial assets held for trading | - | 9,855 | - | - | 9,855 |
| Cash and cash equivalents | 40,452 | - | - | - | 40,452 |
| 141,689 | 11,802 | - | 7,069 | 160,560 | |
| Liabilities | |||||
| Other non-current liabilities | - | - | 70 | - | 70 |
| Borrowings | - | - | 16,533 | - | 16,533 |
| Trade and other payables | - | - | 59,755 | - | 59,755 |
| Derivative financial instruments | - | 34 | - | - | 34 |
| Deferred income and other current liabilities | - | - | 27,902 | - | 27,902 |
| - | 34 | 104,260 | - | 104,294 |
The following table shows the Group's financial assets and financial liabilities that are measured at fair value according with the following hierarchy levels:
- Level 1: The fair value of financial instruments is based on quoted prices in active and liquid markets at reporting date.
- Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Main inputs used on these valuation models are based on observable market data.
- Level 3: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques, and main inputs are not based on observable market data.
| 31.12.12 | 31.12.11 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets at fair value | ||||||
| Financial assets at fair value through profit or loss | - | - | 1,731 | - | - | 755 |
| Derivative financial instruments | - | 216 | - | - | 245 | - |
| Financial assets held for trading | - | 9,855 | - | - | - | - |
| - | 10,071 | 1,731 | - | 245 | 755 | |
| Financial liabilities at fair value | ||||||
| Derivative financial instruments | - | 34 | - | - | 461 | - |
| - | 34 | - | - | 461 | - | |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Trade receivables | 84,442 | 85,608 |
| Allowance for impairment of trade receivables | (4,809) | (2,854) |
| 79,633 | 82,754 | |
| Prepayments to suppliers | 448 | 546 |
| Employees | 114 | 133 |
| Value added tax | 725 | 650 |
| Receivables from related parties (note 40) | 4,407 | 597 |
| Financial investments disposal | 67 | 146 |
| Receivables from financed projects | 3,912 | 3,040 |
| Capital subscribers of FCR NB Capital Inovação e Internacionalização | 2,350 | 3,850 |
| Other receivables | 4,954 | 4,775 |
| Allowance for impairment of other receivables | (4,121) | (3,661) |
| 12,856 | 10,076 | |
| 92,489 | 92,830 |
The fair value of 'Trade and other receivables' balance approximates its carrying amount.
The carrying amount of this heading plus the balance of 'Accrued income' (see note 15) represents the maximum exposure to credit risk.
The ageing analysis of the carrying amounts of trade receivables is as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Carrying amount of receivables not due | 47,138 | 51,533 |
| Carrying amount of receivables not impaired | ||
| Past due for less than 6 months | 24,956 | 23,171 |
| Past due for more than 6 months | 7,449 | 8,052 |
| Carrying amount of receivables due and not impaired | 32,405 | 31,223 |
| Carrying amount of receivables impaired | ||
| Past due for less than 6 months | 1,738 | 958 |
| Past due for more than 6 months | 3,161 | 1,894 |
| Carrying amount of receivables due and impaired | 4,899 | 2,852 |
| 84,442 | 85,608 |
80% of trade receivables that are neither past due nor impaired is owed by entities with which there is no past experience of default, although might have had some punctual delay in the invoices payment. The remaining 20% are distributed by nearly 350 entities with an average balance of EUR 27 thousand, that the credit department has no information that leads to suppose that there is a high risk of default.
Movements in allowances for impairment of trade and other receivables are analysed as follows:
| Trade receivables | Other receivables | Total | ||||
|---|---|---|---|---|---|---|
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | |
| Balance at 1 January | 2,854 | 2,012 | 3,661 | 3,442 | 6,515 | 5,454 |
| Change in consolidation universe | 7 | 62 | - | - | 7 | 62 |
| Impairment (note 30) | 2,180 | 988 | 525 | 218 | 2,705 | 1,206 |
| Impairment reversal (note 30) | (157) | (208) | (55) | - | (212) | (208) |
| Recovery of bad debts | - | - | - | 1 | - | 1 |
| Exchange differences | - | - | (10) | - | (10) | - |
| Write off's | (75) | - | - | - | (75) | - |
| 4,809 | 2,854 | 4,121 | 3,661 | 8,930 | 6,515 | |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| - Ongoing projects - Other accrued income |
9,026 1,009 |
14,803 1,611 |
| 10,035 | 16,414 |
The fair value of derivative financial instruments can be analysed as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | |
| - Forward foreign exchange contracts | 216 | 245 | 34 | 461 |
| 216 | 245 | 34 | 461 |
The Group is exposed to foreign exchange risk in sales and purchases in various currencies, primarily with respect to the U.S. Dollar. The financial instruments used to manage this exchange risk are the forward foreign exchange contracts, which are used based on the receipt and payment dates agreed with third parties, in order to fix the exchange rate associated with these transactions. The nature of the hedged risk is the exchange variation registered in transactions denominated in foreign currencies.
In 2012, the derivative financial instruments were classified as current assets and liabilities. Since the group does not meet all the requirements to qualify as hedging instruments, these were classified as trading derivatives. Gains and losses arising from fair value variations were recognised in profit or loss.
At 31 December 2012, the Group had forward foreign exchange contracts of EUR Call / USD Put with the notional amount of USD 18,446,500 and forward foreign exchange contracts of EUR Put / USD Call with the notional amount of USD 10,658,388.
The amounts recorded regarding prepayments of contracted services are as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| - Hardware and software maintenance | 96 | 318 |
| - Subcontracts | 1,982 | 1,703 |
| - Rents | 183 | 255 |
| - Software licensing | 346 | 1 |
| - Consulting | 947 | 438 |
| - Other prepayments | 2,228 | 2,521 |
| 5,782 | 5,236 |
In order to ensure the proper balancing of the services provided by third parties, costs and income were deferred and will be recognised in profit or loss in the next period.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| National bonds | 9,855 | - |
| 9,855 | - |
This amount relates to bonds issued by Banco Espírito Santo, S.A. with a settlement value of EUR 10,000 thousand.
The fair value of this heading is based in current bid prices.
With reference to the consolidated statement of cash flows, the detail and description of Cash, cash equivalents and bank overdrafts is analysed as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| - Cash | 34 | 24 |
| - Short term bank deposits | 40,418 | 27,133 |
| Cash and cash equivalents | 40,452 | 27,157 |
| - Overdrafts | - | - |
| 40,452 | 27,157 |
The fair value of 'Cash and cash equivalents' balance approximates its carrying amount.
The carrying amount of this heading represents the maximum exposure to credit risk.
The share capital at 31 December 2012, fully subscribed and paid of 15,700,697 Euros, is represented by 31,401,394 shares with a nominal value of 0.5 Euros each.
| Number of shares (thousands) |
Share capital |
Treasury shares |
Share premium |
Total | |
|---|---|---|---|---|---|
| Balance at 1 January 2011 | 31,401 | 15,701 | (603) | 43,560 | 58,658 |
| Treasury shares transferred | - | - | 113 | - | 113 |
| Balance at 31 December 2011 | 31,401 | 15,701 | (490) | 43,560 | 58,771 |
| Treasury shares transferred | - | - | 119 | - | 119 |
| Balance at 31 December 2012 | 31,401 | 15,701 | (371) | 43,560 | 58,890 |
'Treasury shares' heading reflects the number of shares held by the Group at its nominal value.
According to legislation in force, by deliberation of the General Meeting of Shareholders held on 12 April 2007, the purchase of treasury shares by Novabase S.G.P.S. is permitted up to a maximum of 10% of its share capital.
At 31 December 2011, Novabase S.G.P.S. held 980,527 treasury shares, representing 3.12% of its share capital.
During 2012, the company transferred 238,211 shares at the average price of 2.95 Euros, 212,645 of which were used for the settlement of acquisitions to non-controlling interests, and 25,566 as bonuses to employees.
At 31 December 2012, Novabase S.G.P.S. held 742,316 treasury shares, representing 2.36% of its share capital.
Issuance share premiums resulted from gains obtained with share capital increases. According to the current legislation, the amounts included under this heading can be used only to increase share capital or to absorb losses carried forward (no need for prior use of other reserves), it can not be used for attribution of dividends or purchase of treasury shares.
At 31 December 2012, one stock options plan is in force (2012-2014 Plan), approved in Shareholders General Meeting of 3 May 2012, which covers only the shareholders of Novabase S.G.P.S..
This stock options plan is based on granting stock options over Novabase ordinary shares, as a performance bonus for participants of the plan.
The stock options granted have as only condition for its acquisition, the permanency of the employee in the dates defined in the plan, and automatically expire whenever the employee stops working in any of the Group companies.
Under the terms of the plan, exercised options are settled through the attribution of treasury shares held by Novabase (net share settlement).
Movements in the number of share options outstanding are as follows:
| 31.12.12 | 31.12.11 | |||
|---|---|---|---|---|
| Average exercise price per share |
Options (thousands) |
Average exercise price per share |
Options (thousands) |
|
| Balance at 1 January | 1,960 | 1,960 | ||
| Expired | 4.04 | (1,960) | - | |
| Granted | 2.19 | 1,960 | - | |
| Balance at 31 December | 1,960 | 1,960 |
Share options outstanding at the end of the year have the following expiry date and exercise prices:
| Exercise | Options (thousands) | ||
|---|---|---|---|
| Expiry date | price | 31.12.12 | 31.12.11 |
| 2012 | 4.04 | - | 1,960 |
| 2015 | 2.19 | 1,960 | - |
| 1,960 | 1,960 |
The weighted average fair value of options granted during the period using the Monte Carlo model was EUR 0.2863 per option. The significant inputs into the model were the following:
The total estimated value of the stock options plan in force (2012-2014 Plan) is EUR 449 thousand. In the statement of comprehensive income, under 'Employee benefit expense' heading, was booked a cost of EUR 182 thousand (2011: EUR 331 thousand) - see note 29 - which includes EUR 131 thousand referring to this Plan.
According to legislation in force, portuguese based companies that integrate Novabase Group are required to transfer at least 5% of annual net profit to legal reserves until this balance reaches 20% of the share capital. This reserve can not be distributed to shareholders, though it may be used to absorb losses carried forward or to increase share capital.
In the annual General Meeting of Shareholders held on 3 May 2012, it was approved the payment to shareholders of an amount of EUR 942 thousand, corresponding to 0.03 Euros per share. The payment occurred in June, 2012.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Payment to shareholders | 920 | 3,955 |
| Remuneration of the treasury shares held by the Company | 22 | 127 |
| 942 | 4,082 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Balance at 1 January | 9,811 | 5,724 |
| (*) Change in consolidation universe |
66 | 5,500 |
| Dividends paid by Celfocus to non-controlling interests | (900) | (1,800) |
| Foreign currency translation differences for foreign operations | (219) | 98 |
| Profit attributable to non-controlling interests | 1,855 | 289 |
| Balance at 31 December | 10,613 | 9,811 |
(*) In 2011, FCR NB Capital Inovação e Internacionalização was incorporated. In 2012, NBMSIT was established.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Non-current Bank borrowings Finance lease liabilities |
10,270 1,017 |
10,500 1,528 |
| 11,287 | 12,028 | |
| Current Bank borrowings Finance lease liabilities |
4,195 1,051 |
4,053 1,226 |
| 5,246 | 5,279 | |
| Total borrowings | 16,533 | 17,307 |
| The periods in which the current bank borrowings will be paid are as follows: | ||
| 31.12.12 | 31.12.11 | |
| 6 months or less 6 to 12 months |
2,289 1,906 |
2,269 1,784 |
| 4,195 | 4,053 | |
| The maturity of non-current bank borrowings is as follows: | ||
| 31.12.12 | 31.12.11 | |
| Between 1 and 2 years Between 2 and 5 years Over 5 years |
3,831 5,912 527 |
3,650 6,775 75 |
| 10,270 | 10,500 | |
| The effective interest rates at the reporting date were as follows: | 31.12.12 | 31.12.11 |
| Bank borrowings Bank overdrafts |
5.532% N/A |
5.359% N/A |
| Gross finance lease liabilities – minimum lease payments: | ||
| 31.12.12 | 31.12.11 | |
| No later than 1 year Between 1 and 5 years |
1,392 1,331 |
1,672 2,004 |
| 2,723 | 3,676 | |
| Future finance charges on finance leases | (655) | (922) |
| Present value of finance lease liabilities | 2,068 | 2,754 |
| The present value of finance lease liabilities is analysed as follows: | ||
| 31.12.12 | 31.12.11 | |
| No later than 1 year Between 1 and 5 years |
1,051 1,017 |
1,226 1,528 |
| 2,068 | 2,754 | |
The covenants of the Group's bank borrowings are as follows:
Total Equity/Total Assets >=20%
Total Equity/Total Assets >=35% ; Net Debt/EBITDA <2.5 ; Net Debt/Total Equity <0.5
Net Debt/EBITDA <=2 ; EBIT/Interest paid >=3 ; Total Equity/Total Assets >=25%
Movements in provisions are analysed as follows:
| Legal | Other Risks | |||
|---|---|---|---|---|
| Warranties | Claims | and Charges | Total | |
| Balance at 1 January 2011 | 380 | 484 | 769 | 1,633 |
| Additional provisions (note 30) | 198 | - | 518 | 716 |
| Reversals (note 30) | (177) | (244) | (727) | (1,148) |
| Reclassifications | 500 | - | - | 500 |
| Change in consolidation universe | - | - | 20 | 20 |
| Balance at 31 December 2011 | 901 | 240 | 580 | 1,721 |
| Additional provisions (note 30) | 165 | - | 1,876 | 2,041 |
| Reversals (note 30) | (319) | - | (983) | (1,302) |
| Exchange differences | - | - | (24) | (24) |
| Balance at 31 December 2012 | 747 | 240 | 1,449 | 2,436 |
Provisions balance includes, among others, the following matters:
Warranties - Liabilities related with third parties subcontracts in the supply of hardware for the TV business, to cover the clients' warranty period. Cash outflows relative to such liabilities occurs in the moment the guarantee is exercised.
Legal claims - Responsibility with indemnities to third parties related with the legal processes in progress. The payment of this liability depends on the conclusion of the referred legal actions (see note 41).
Other risks and charges - Refers mainly to responsabilities with costs to be incurred with possible contractual penalties relative to ongoing projects.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Acquisition of financial interests to related parties (notes 26 and 40) | - | 243 |
| Acquisition of financial interest in Evolvespace Solutions (note 26) | - | 65 |
| Acquisition of financial interest in Binómio (note 6) | 70 | - |
| - | 308 | |
| This heading refers to the contingent consideration for the acquisition of Binómio, Lda (note 6). | ||
| The due date of these liabilities is as follows: |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Between 1 and 2 years | - | 308 |
| Between 2 and 5 years | 70 | - |
| 70 | 308 | |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Trade payables | 22,405 | 24,939 |
| Remunerations, vacations and vacation subsidy | 8,045 | 8,147 |
| Restructuring costs not yet paid | - | 546 |
| Bonus | 9,619 | 7,442 |
| Ongoing projects | 4,147 | 3,727 |
| Value added tax | 7,129 | 7,263 |
| Social security contributions | 2,049 | 2,026 |
| Income tax withholding | 1,508 | 1,590 |
| Employees | 201 | 288 |
| Prepayments from trade receivables | 14 | - |
| Acquisition of financial interests to related parties (notes 25 and 40) | 205 | 714 |
| Acquisition of financial interest in Evolvespace Solutions (note 25) | 151 | 86 |
| Other accrued expenses | 4,068 | 4,027 |
| Other payables | 214 | 140 |
| 59,755 | 60,935 |
The fair value of 'Trade and other payables' balance approximates its carrying amount.
The maturity of these liabilities is as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| No later than 1 year | 59,755 | 60,935 |
| 59,755 | 60,935 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Research and development subsidies | 6,202 | 4,508 |
| Consulting projects | 21,700 | 18,161 |
| 27,902 | 22,669 |
At 31 December 2012, the Group expect to comply with the relevant conditions to receive the following financial incentives for research and development:
| Contracted Acum. received | ||
|---|---|---|
| amount | amount | |
| Subsidies: | ||
| - NSRF - Incentive Scheme for Research and Technological Development (R&D) | 4,868 | 2,112 |
| - Other subsidies | 2,799 | 1,541 |
| 7,667 | 3,653 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Subcontracts | 26,942 | 25,445 |
| Supplies and services | ||
| Commissions and consultancy fees | 8,227 | 7,765 |
| Transportation, travel and accommodation expenses | 6,627 | 6,600 |
| Rents | 3,907 | 3,742 |
| Specialized services | 1,819 | 2,972 |
| Freight | 469 | 447 |
| Advertising and promotion | 542 | 1,289 |
| Water, electricity and fuel | 1,010 | 1,048 |
| Communications | 929 | 904 |
| Insurance | 408 | 425 |
| Utensils, office supplies and technical documentation | 275 | 217 |
| Other supplies and services | 1,073 | 866 |
| 25,286 | 26,275 | |
| 52,228 | 51,720 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Board members remuneration | 5,281 | 4,775 |
| Salaries and wages | 58,410 | 58,909 |
| Social security charges | 10,173 | 10,420 |
| Stock options granted (note 20) | 182 | 331 |
| Other personnel expenses | 1,890 | 1,775 |
| 75,936 | 76,210 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Business Solutions | 1,428 | 1,335 |
| IMS (*) | 602 | 586 |
| Venture Capital (*) | 66 | 89 |
| Novabase Shared Services | 98 | 99 |
| 2,194 | 2,109 |
(*) The comparatives have been restated, considering the new internal reporting organization (note 5).
| 31.12.12 | 31.12.11 | ||
|---|---|---|---|
| Impairment and impairment reversal of trade and other receivables (note 14) | (2,493) | (998) | |
| Impairment and impairment reversal of inventories (note 12) | (73) | 282 | |
| Warranties provision (note 24) | 154 | (21) | |
| Legal claims provision (note 24) | - | 244 | |
| Provisions for other risks and charges (note 24) | (893) | 209 | |
| Operating subsidies | - | 122 | |
| (*) | Compensation paid to Novabase - Electronic School Card | 2,697 | - |
| Other operating income and expense | (117) | (381) | |
| (725) | (543) |
(*) Compensation paid to Novabase by the Minister of Education and Science, for unilateral cancellation of the contract for acquiring the services and goods necessary for the infrastructure of the Electronic School Card system for public schools grades 5 to 9 of the basic and secondary education system.
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Property, plant and equipment (note 7): | ||
| Buildings and other constructions | 403 | 402 |
| Basic equipment | 1,491 | 1,659 |
| Transport equipment | 1,145 | 1,287 |
| Tools and utensils | 19 | 16 |
| Furniture, fittings and equipment | 157 | 178 |
| Other tangible assets | 1 | 1 |
| 3,216 | 3,543 | |
| Intangible assets (note 8): | ||
| Internally generated intangible assets | 661 | 414 |
| Industrial property and other rights | 1,880 | 2,168 |
| 2,541 | 2,582 | |
| 5,757 | 6,125 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Interest received | 1,032 | 562 |
| Positive exchange differences | 3,140 | 3,198 |
| Fair value of financial assets adjustment (note 10) | 550 | - |
| Other financial gains | 9 | 10 |
| 4,731 | 3,770 |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Interest expenses | ||
| - Borrowings | (744) | (478) |
| - Finance lease liabilities | (466) | (555) |
| - Other interest | (14) | (61) |
| Bank guarantees charges | (114) | (131) |
| Bank services | (225) | (169) |
| Negative exchange differences | (2,902) | (3,231) |
| Fair value of financial assets adjustment (note 10) | (227) | - |
| Other financial costs | (29) | (1) |
| (4,721) | (4,626) |
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Fundo Capital Risco NB Capital (note 9) | (41) | (571) |
| Novabase Atlântico, SI, S.A. (note 9) | (135) | (74) |
| (176) | (645) |
Novabase and its subsidiaries with head offices in Portugal are subject to Corporate Income Tax at the nominal rate of 25%, which can be increased by a Municipal Surcharge up to a maximum rate of 1.5% of taxable income, resulting in a total tax rate of 26.5%. Additionally, taxable income exceeding EUR 2,000 thousand is subject to a State Surcharge at the rate of 2.5%.
Since 1 January 2009, Novabase is being taxed in Corporate Income Tax under the Special Taxation Regime for Groups of Companies (Group taxation relief). For taxation purposes, this group includes companies detained in 90% or more by Novabase S.G.P.S. which comply with the further requirements under article 69º and following of the Corporate Income Tax Code.
This heading is analysed as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Current tax Deferred tax on temporary differences (note 11) |
2,230 146 |
3,101 (2,217) |
| 2,376 | 884 |
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the consolidated entities as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Profit before income tax | 12,137 | 3,121 |
| Income tax expense at nominal rate (25%) | 3,034 | 780 |
| Tax benefit on the net creation of employment for young and long term unemployed people | (410) | (467) |
| Provisions and amortisations not considered for tax purposes | 207 | 207 |
| Recognition of tax on the events of previous years | 151 | 11 |
| Associates' results reported net of tax | (37) | 161 |
| Autonomous taxation | 718 | 342 |
| Losses in companies where no deferred tax is recognised | (15) | (277) |
| Expenses not deductible for tax purposes | (80) | (21) |
| Differential tax rate on companies located abroad | 110 | 30 |
| Research & Development tax benefit | (1,991) | (385) |
| Municipal surcharge and State surcharge | 280 | 94 |
| Impairment of Special Payment on Account, tax losses and withholding taxes | 409 | 420 |
| Other | - | (11) |
| Income tax expense | 2,376 | 884 |
Basic earnings per share is calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares (note 20).
Diluted earnings per share is calculated by adjusting the average weighted number of ordinary shares outstanding to assume the conversion of all dilutive potential ordinary shares. Novabase has just one type of dilutive potential ordinary shares: stock options. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of all the stock options.
Earnings per share are analysed as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Weighted average number of ordinary shares in issue | 30,599,151 | 30,376,083 |
| Stock options adjustment | - | - |
| Adjusted weighted average number of ordinary shares in issue | 30,599,151 | 30,376,083 |
| Profit attributable to owners of the parent | 7,906 | 2,651 |
| Basic earnings per share (Euros per share) | 0.26 Euros | 0.09 Euros |
| Diluted earnings per share (Euros per share) | 0.26 Euros | 0.09 Euros |
The amounts paid in 2012 and 2011, reached EUR 942 thousand (0.03 Euros per share) and EUR 4,082 thousand (0.13 Euros per share), respectively. These amounts differ from the ones shown in the consolidated statement of cash flows due to the remuneration of the treasury shares held by the Company, that remained in Novabase. In respect to the year 2012, the Board of Directors will propose to the Annual General Meeting of Shareholders of 2013, the payment of 0.10 Euros per share, that is, a total amount of EUR 3,140 thousand. These financial statements do not reflect this dividend payable.
The financial commitments not included in the consolidated statement of financial position related with bank guarantees provided to third parties for ongoing projects, are detailed as follows:
| Bank | 31.12.12 | 31.12.11 | |
|---|---|---|---|
| Novabase S.G.P.S., S.A. | BPI | 1,516 | 1,546 |
| Novabase E.A., S.A. | BES | 17 | 17 |
| Novabase Business Solutions, S.A. | BPI | 488 | 535 |
| Novabase Business Solutions, S.A. | BES | 3,041 | 4,473 |
| Novabase Serviços, S.A. | BES | 390 | 390 |
| CelFocus, S.A. | BES | 112 | 406 |
| COLLAB – Sol. I. Com. e Colab., S.A. | BES | 12 | 50 |
| Octal - Engenharia de Sistemas, S.A. | BCP | 438 | 472 |
| Octal - Engenharia de Sistemas, S.A. | BES | 208 | 404 |
| Novabase IMS Infr. & Manag. Services, S.A. | BES | 6,287 | 6,117 |
| Novabase IMS Infr. & Manag. Services, S.A. | BCP | 3 | 287 |
| Novabase IMS Infr. & Manag. Services, S.A. | BPI | 282 | 330 |
| Novabase Digital TV E.S. Tel. Inter., S.A. | BCP | 237 | 237 |
| Novabase Digital TV E.S. Tel. Inter., S.A. | BES | 230 | 230 |
| Novabase Consulting Espanha, S.A. | BESSA | 27 | 27 |
| Binómio, Lda. | BES | 5 | - |
| 13,293 | 15,521 |
Novabase Capital has an option to acquire all the units held by IAPMEI in Fundo Capital de Risco NB Capital, and may exercise this option at any time after 31 December 2008, under the conditions set in Article 21 of Fund by law.
Novabase Capital has also an option to acquire all the units held by FINOVA in FCR NB Capital Inovação e Internacionalização, and may exercise this option at any time after 30 June 2013, under the conditions set in Article 21 of Fund by law.
Due to the sale and purchase promise-agreement concluded with Electricidade dos Açores (EDA), and the conditions in shareholders agreement between EDA and Novabase, this company has an option to buy the shareholding held by Novabase in the end of the period of the outsourcing rendered services contract between Novabase and EDA, by the value of the equity of the last complete financial year of Novabase Atlântico.
Fundo Capital de Risco NB Capital has the following put options until June, 2015:
FCR NB Capital Inovação e Internacionalização has the following put options until October, 2021:
Additionally, FCR NB Capital Inovação e Internacionalização compelled himself to transfer up to 5% of the share capital of DTV Research to its promoter, with a 30% discount over the price determined by an independent entity (Chartered Accountant, auditor or consultant), as long as 80% of the objectives of the business plan have been achieved by the company, and the Fund holds at least 50% of the share capital at the date the option is exercised.
In 2012, the Group had the following grouped credit lines contracted:
| Group of companies | Plafond |
|---|---|
| Novabase IMS; Novabase Digital TV | 2.5 M USD |
| Novabase S.G.P.S.; Novabase Digital TV | 1.5 M USD |
There are commitments resulting from operating leases. At 31 December 2012, these obligations refers mainly to the leases of 'Edifício Caribe', the Company's headquarter and of the facilities of the logistics unit. The minimum lease payments under these operating lease liabilities amounts to EUR 8,862 thousand (2011: EUR 10,541 thousand).
With reference to the Board of Directors' Report, the detail and description of Net Cash is analysed as follows:
| 31.12.12 | 31.12.11 | |
|---|---|---|
| Cash (note 19) | 34 | 24 |
| Short term bank deposits (note 19) | 40,418 | 27,133 |
| Financial assets held for trading (note 18) | 9,855 | - |
| Treasury shares held by the Company (*) | 1,707 | 2,049 |
| Non-current bank borrowings (note 23) | (10,270) | (10,500) |
| Current bank borrowings (note 23) | (4,195) | (4,053) |
| 37,549 | 14,653 |
(*) The share price in the Stock Exchange in the last tradable day of 2012 was 2.30 Euros (2011: 2.09 Euros).
For reporting purposes, related-party consider subsidiaries, associates, shareholders with management influence and key elements in the Group management.
i) Key management compensation
| 31.12.12 | 31.12.11 | ||
|---|---|---|---|
| Salaries and other short-term employee benefits Stock options granted (note 29) |
5,281 182 |
4,775 331 |
|
| 5,463 | 5,106 | ||
| ii) | Acquisition of financial interests to related parties | ||
| 31.12.12 | 31.12.11 | ||
| Acquisitions to former shareholders of Novabase Infraestruturas, SGPS | - | 7 | |
| - | 7 |
| Non-current (note 25) | Current (note 26) | Total | ||||
|---|---|---|---|---|---|---|
| 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | 31.12.12 | 31.12.11 | |
| Novabase Consulting SGPS | - | - | - | 306 | - | 306 |
| Novabase A.C.D. | - | 78 | 40 | 109 | 40 | 187 |
| SAF | - | 32 | 32 | 33 | 32 | 65 |
| Novabase International Solutions B.V. | - | 133 | 133 | 266 | 133 | 399 |
| - | 243 | 205 | 714 | 205 | 957 | |
| iv) Other balances with related parties |
| 31.12.12 | 31.12.11 | |||
|---|---|---|---|---|
| Loan to Novabase Atlântico, SI, S.A. | 1,023 | 550 | ||
| Loan to Powergrid, Lda | 550 | - | ||
| (*) | Loan to DTV Research, Lda | 1,310 | - | |
| (*) | Loan to Bright Innovation, Lda | 1,477 | - | |
| Loans to other shareholders | 47 | 47 | ||
| Receivables from related parties (note 14) | 4,407 | 597 |
(*) New investment from FCR NB Capital Inovação e Internacionalização.
At 31 December 2012, the Group was part intervenient in the following legal processes:
In accordance with article 508-F of the Portuguese Commercial Companies Code, we hereby inform of the following:
The annual review of the composition of the PSI 20, in February 2013, established the entry of Novabase.
In the first quarter of 2013, Novabase Capital has invested in a 25% stake in the company SmartGeo Solutions through its Novabase Capital Inovação e Internacionalização venture capital fund. SmartGeo Solutions aspires to become a specialized benchmark in the deployment of Geographic Information Systems (GIS) and the provision of associated products and services. The company is proactively positioning itself in value-added areas where its analytical ability and specific knowledge are differentiating factors.
These financial statements are a translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.
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Audit Committee
Dear Shareholders,
Pursuant to the law, the mandate from our shareholders and the provisions of Article 423-F, Item g) of the Portuguese Company Code and nº of Article 508-D of the same code, we now present a brief summary of our supervisory activities, together with our opinion on the Annual Report and Consolidated Financial Statements presented by the Novabase SGPS, SA Board of Directors for the year ending 31 December 2012.
Over the course of the period ended December 31, 2012, the Audit Committee held 8 formal meetings and several informal meetings to supervise the following:
Audit Committee
Therefore, in light of the information received from the Board of Directors and the Company's various departments, together with the conclusions of the Statutory Auditors Report of the Limited Review Report which deserved our agreement, it is our opinion that:
Lisbon, 21 March 2013
Luis Mira Amaral (Chairman)
Manuel Alves Monteiro (Member)
João Luís Duque (Member)
1 As required by law, we present the Audit Report for Statutory and Stock Exchange Regulatory Purposes on the financial information included in the Directors' Report and in the attached consolidated financial statements of Novabase, SGPS, SA., comprising the consolidated statement of financial position as at December 31, 2012, (which shows total assets of Euros 218.956 thousand and total shareholder's equity of Euros 110.890 thousand including non-controlling interests of Euros 10.613 thousand and a net profit of Euros 7.906 thousand), the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the corresponding notes to the accounts.
2 It is the responsibility of the Company's Board of Directors (i) to prepare the Directors' Report and the consolidated financial statements which present fairly, in all material respects, the financial position of the Company and its subsidiaries, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (ii) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code; (iii) to adopt appropriate accounting policies and criteria; (iv) to maintain appropriate systems of internal control; and (v) to disclose any significant matters which have influenced the activity, financial position or results of the Company and its subsidiaries.
3 Our responsibility is to verify the financial information included in the financial statements referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the Portuguese Securities Market Code, for the purpose of issuing an independent and professional report based on our audit.
4 We conducted our audit in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors which require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Accordingly, our audit included: (i) verification that the Company and its subsidiaries' financial statements have been appropriately examined and, for the cases where such an audit was not carried out, verification, on a sample basis, of the evidence supporting the amounts and disclosures in the consolidated financial statements and assessing the reasonableness of the estimates, based on the judgements and criteria of the Board of Directors used in the preparation of the consolidated financial statements; (ii) verification of the consolidation operations and the utilization of the equity method; (iii) assessing the appropriateness of the accounting principles used and their disclosure, as applicable; (iv) assessing the applicability of the going concern basis of accounting; (v)
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal Tel +351 213 599 000, Fax +351 213 599 999, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. assessing the overall presentation of the consolidated financial statements; and (vi) assessing the completeness, truthfulness, accuracy, clarity, objectivity and lawfulness of the consolidated financial information.
5 Our audit also covered the verification that the information included in the Directors' Report is consistent with the financial statements as well as the verification set forth in paragraphs 4 and 5 of Article 451º of the Companies Code.
6 We believe that our audit provides a reasonable basis for our opinion.
7 In our opinion, the consolidated financial statements referred to above, present fairly in all material respects, the consolidated financial position of Novabase, SGPS, SA. as at December 31, 2012, the consolidated results and the consolidated comprehensive income of its operations, the changes in consolidated equity and the consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and the information included is complete, true, up-to-date, clear, objective and lawful.
8 It is also our opinion that the information included in the Directors' Report is consistent with the consolidated financial statements for the year and that the Corporate Governance Report includes the information required under Article 245-A of the Portuguese Securities Market Code.
March 21, 2013
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:
Jorge Manuel Santos Costa, R.O.C.
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| Share Capital | Total Number of Shares |
Number of shares held by Board Members at 31.12.11 |
Transactions | Number of shares held by Board Members at 31.12.12 |
% of shares held by Board Members at 31.12.12 |
|
|---|---|---|---|---|---|---|
| Novabase S.G.P.S., S.A. | 15,700,697 € | 31,401,394 | 11,796,811 | 410,629 | 12,257,440 | 39.0% |
| José Afonso Oom Ferreira de Sousa | 2,514,947 | 0 | 2,514,947 | 8.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 2,170,679 | 0 | 2,170,679 | 6.9% | ||
| Luís Paulo Cardoso Salvado | 2,018,047 | 61,545 | 2,079,592 | 6.6% | ||
| João Nuno da Silva Bento | 1,899,799 | 0 | 1,899,799 | 6.1% | ||
| Rogério dos Santos Carapuça | 1,884,787 | 0 | 1,884,787 | 6.0% | ||
| Álvaro José da Silva Ferreira | 1,189,423 | 329,651 | 1,519,074 | 4.8% | ||
| Nuno Carlos dos Santos Fórneas | 103,324 | 19,433 | 122,757 | 0.4% | ||
| Paulo Jorge de Barros Pires Trigo (*) | N/A | 0 | 50,000 | 0.2% | ||
| Manuel Fernando Macedo Alves Monteiro | 9,000 | 0 | 9,000 | 0.0% | ||
| Luís Fernando de Mira Amaral | 6,305 | 0 | 6,305 | 0.0% | ||
| João Luís Correia Duque | 500 | 0 | 500 | 0.0% | ||
| NBASIT - Sist. Inf. e Telecomunicações, S.A. | 47,500,000 AOA | 100,000 | 800 | 0 | 800 | 0.8% |
| Álvaro José da Silva Ferreira | 400 | 0 | 400 | 0.4% | ||
| Francisco Paulo Figueiredo Morais Antunes | 200 | 0 | 200 | 0.2% | ||
| Luís Paulo Cardoso Salvado | 200 | 0 | 200 | 0.2% | ||
| CelFocus, S.A. | 100,000 € | 100,000 | 2 | 0 | 2 | 0.0% |
| Paulo Jorge de Barros Pires Trigo | 1 | 0 | 1 | 0.0% | ||
| José Afonso Oom Ferreira de Sousa | 1 | 0 | 1 | 0.0% | ||
| COLLAB – Sol. I. Com. e Colab., S.A. | 61,333 € | 61,333 | 3,750 | 0 | 3,750 | 6.1% |
| Pedro Cabrita Quintas | 3,750 | 0 | 3,750 | 6.1% | ||
| Forward, S.A. (**) | 250,000 € | 250,000 | 100,000 | 0 | 0 | 0.0% |
| Miguel Leite Fragoso | 50,000 | 0 | N/A | - | ||
| Nuno Baião dos Santos | 50,000 | 0 | N/A | - | ||
| Manchete, S.A. | 150,000 € | 150,000 | 37,501 | 0 | 37,501 | 25.0% |
| Mª de Fátima da Silva Rebelo | 37,501 | 0 | 37,501 | 25.0% | ||
| FeedZai, S.A. | 108,068 € | 10,806,750 | 5,359,615 | 334,385 | 5,694,000 | 52.7% |
| Nuno Jorge da Cruz Sebastião | 1,700,000 | 49,500 | 1,749,500 | 16.2% | ||
| Paulo Jorge Pimenta Marques | 1,700,000 | 24,750 | 1,724,750 | 16.0% | ||
| Pedro Gustavo Santos Rodrigues Bizarro | 1,700,000 | 24,750 | 1,724,750 | 16.0% | ||
| Pedro Miguel Quinteiro Marques de Carvalho | 259,615 | 235,385 | 495,000 | 4.6% | ||
| PowerGrid, Lda | 450,000 € | 450,000 | 50,000 | 0 | 50,000 | 11.1% |
| Nelson David Ferreira Teodoro | 50,000 | 0 | 50,000 | 11.1% | ||
| Dosapac, Automação de Edifícios, S.A. | 50,000 € | 50,000 | 30,000 | 5,000 | 35,000 | 70.0% |
| José da Conceição Martins da Mota | 30,000 | 5,000 | 35,000 | 70.0% | ||
| Bright Innovation, Lda | 25,000 € | 25,000 | 0 | 2,500 | 2,500 | 10.0% |
| Patrícia Delgado Tavares Nunes G. Costa | 0 | 2,500 | 2,500 | 10.0% | ||
| NBMSIT, Sist. de Inf. e Tecnol., S.A. | 8.235.000 MZN | 27,450 | 0 | 7,137 | 7,137 | 26.0% |
| Lucas Fazine Chacine | 0 | 4,941 | 4,941 | 18.0% | ||
| Henrique Álvaro Cepeda Gamito Junior | 0 | 2,196 | 2,196 | 8.0% | ||
| DTV Research, Lda | 200,000 € | 200,000 | 0 | 10,000 | 10,000 | 5.0% |
| Pedro Miguel Gonçalves Afonso | 0 | 10,000 | 10,000 | 5.0% |
(*) Became part of the Corporate Boards.
(**) Financial holding of Fundo Capital Risco NB Capital disposed in the second half of 2012.
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NOVABASE S.G.P.S., S.A.
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Under the terms of sub-paragraph c) paragraph 1 of article 245 of the Portuguese Securities Code, the undersigned, as members of the Board of Directors of Novabase S.G.P.S., S.A., below identified declare that to the best of their knowledge:
(i) the information contained in the management report, the annual accounts, the Auditors' Report and all other accounting documentation required by law or regulation, regarding the year ended 31 December 2012, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and
(ii) the management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.
Lisbon, March 21, 2013
Rogério dos Santos Carapuça (Non-Executive Member, Chairman of the Board of Directors)
Luís Paulo Cardoso Salvado (Executive Member, Chairman of the Executive Committee - CEO)
José Afonso Oom Ferreira de Sousa (Non-Executive Member)
Pedro Miguel Quinteiro Marques de Carvalho (Non-Executive Member)
João Nuno da Silva Bento (Executive Member, Member of the Executive Committee)
Álvaro José da Silva Ferreira (Executive Member, Member of the Executive Committee)
Nuno Carlos Dias dos Santos Fórneas (Executive Member, Member of the Executive Committee)
Francisco Paulo Figueiredo Morais Antunes (Executive Member, Member of the Executive Committee - CFO)
Paulo Jorge de Barros Pires Trigo (Executive Member, Member of the Executive Committee)
Joaquim Manuel Jordão Sérvulo Rodrigues (Non-Executive Member)
Luís Fernando de Mira Amaral (Non-Executive Member, Independent, Chairman of the Audit Committee)
(Non-Executive Member, Independent, Member of the Audit Committee) Manuel Fernando Macedo Alves Monteiro
João Luís Correia Duque (Non-Executive Member, Independent, Member of the Audit Committee) (Page left intentionally blank) À
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